Cover Page
Cover Page - shares | 9 Months Ended | |
Dec. 31, 2020 | Jan. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35701 | |
Entity Registrant Name | Bristow Group Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 72-1455213 | |
Entity Address, Address Line One | 3151 Briarpark Drive, Suite 700 | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77042 | |
City Area Code | 713 | |
Local Phone Number | 267-7600 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | VTOL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 29,710,476 | |
Entity Central Index Key | 0001525221 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --03-31 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | ||
Revenue: | ||||||
Revenues | $ 105,827 | $ 200,924 | $ 309,897 | $ 757,223 | $ 884,730 | |
Costs and expenses: | ||||||
Prepetition restructuring charges | 0 | 13,476 | 0 | |||
General and administrative expense | 15,965 | 25,358 | 37,931 | 88,555 | 112,722 | |
Merger-related costs | 0 | 318 | 4,450 | 0 | 26,367 | |
Depreciation and amortization expense | 8,222 | 11,926 | 17,931 | 70,864 | 52,824 | |
Total costs and expenses | 108,038 | 204,154 | 298,083 | 780,134 | 869,640 | |
Loss on impairment | 0 | 0 | (53,249) | (62,101) | (90,078) | |
Gain (loss) on disposal of assets | 249 | (154) | 1,951 | (3,768) | (1,000) | |
Earnings from unconsolidated affiliates, net of losses | 3,609 | 1,499 | 896 | 6,589 | 866 | |
Operating income (loss) | 1,647 | (1,885) | (38,588) | (82,191) | (75,122) | |
Interest income | 165 | 202 | 359 | 822 | 1,055 | |
Interest expense | (79,235) | (9,674) | (13,203) | (128,658) | (39,152) | |
Reorganization items, net | (447,674) | 0 | 1,984 | (617,973) | 1,984 | |
Gain (loss) on sale of subsidiaries | 0 | (55,883) | 0 | |||
Change in fair value of preferred stock derivative liability | 0 | (133,315) | 0 | 0 | 15,416 | |
Gain on bargain purchase | 0 | 0 | 81,093 | |||
Other, net | 7,009 | 3,729 | 5,635 | (3,501) | 19,613 | |
Total other income (expense) | (519,735) | (139,058) | (5,225) | (805,193) | 80,009 | |
Loss before income taxes | (518,088) | (140,943) | (43,813) | (887,384) | 4,887 | |
Benefit (provision) for income taxes | 13,889 | (11,600) | (13,447) | 51,178 | (18,736) | |
Net income (loss) | (504,199) | (152,543) | (57,260) | (836,206) | (13,849) | |
Net (income) loss attributable to noncontrolling interests | 5 | 31 | 139 | (208) | 343 | |
Net income (loss) attributable to Bristow Group Inc. | $ (504,194) | $ (152,512) | $ (57,121) | $ (836,414) | $ (13,506) | |
Income (loss) per common share: | ||||||
Basic (in dollars per share) | [1] | $ (14.04) | $ (14.49) | $ (1.97) | $ (23.29) | $ 5.15 |
Diluted (in dollars per share) | [1] | $ (14.04) | $ (14.49) | $ (1.97) | $ (23.29) | $ 3.58 |
Weighted average common shares outstanding: | ||||||
Basic (in shares) | [1] | 35,918,916 | 11,235,535 | 28,944,908 | 35,918,916 | 23,178,914 |
Diluted (in shares) | [1] | 35,918,916 | 11,235,535 | 28,944,908 | 35,918,916 | 32,375,532 |
Operating | ||||||
Revenue: | ||||||
Revenues | $ 101,659 | $ 193,322 | $ 300,275 | $ 722,919 | $ 857,505 | |
Costs and expenses: | ||||||
Operating expenses | 79,802 | 158,845 | 228,246 | 574,216 | 650,635 | |
Reimbursable | ||||||
Revenue: | ||||||
Revenues | 4,168 | 7,602 | 9,622 | 34,304 | 27,225 | |
Costs and expenses: | ||||||
Operating expenses | $ 4,049 | $ 7,707 | $ 9,525 | $ 33,023 | $ 27,092 | |
[1] | See Note 11 to the condensed consolidated financial statements for details on income (loss) per share and weighted average common shares outstanding. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||||
Net loss | $ (504,199) | $ (152,543) | $ (57,260) | $ (836,206) | $ (13,849) |
Other comprehensive income (loss): | |||||
Currency translation adjustments | 18,387 | 8,253 | 27,713 | 22,952 | 46,199 |
Unrealized loss on cash flow hedges, net of tax benefit | (2,280) | (902) | (1,232) | (682) | (3,396) |
Total comprehensive income (loss) | (488,092) | (145,192) | (30,779) | (813,936) | 28,954 |
Net (income) loss attributable to noncontrolling interests | 5 | 31 | 139 | (208) | 343 |
Currency translation adjustments attributable to noncontrolling interests | 28 | (2) | (8) | 52 | (9) |
Total comprehensive (income) loss attributable to noncontrolling interests | 33 | 29 | 131 | (156) | 334 |
Total comprehensive income (loss) attributable to Bristow Group Inc. | $ (488,059) | $ (145,163) | $ (30,648) | $ (814,092) | $ 29,288 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 293,530 | $ 196,662 | |
Restricted cash | 4,303 | 2,459 | |
Accounts receivable | 231,587 | 180,683 | |
Inventories | 97,422 | 82,419 | |
Assets held for sale | 17,531 | 32,401 | |
Prepaid expenses and other current assets | 31,516 | 29,527 | |
Total current assets | 675,889 | 524,151 | |
Property and equipment | 1,099,878 | 901,314 | |
Accumulated depreciation and amortization | (71,249) | (24,560) | |
Property and equipment, net | 1,028,629 | 876,754 | |
Investment in unconsolidated affiliates | 38,368 | 110,058 | |
Right-of-use assets | 266,651 | 305,962 | |
Other assets | 126,245 | 128,336 | |
Total assets | 2,135,782 | 1,945,261 | |
Current liabilities: | |||
Accounts payable | 63,161 | 52,110 | |
Accrued wages, benefits and related taxes | 59,459 | 42,852 | |
Income taxes payable and other accrued taxes | 19,656 | 6,326 | |
Deferred revenue | 8,561 | 12,053 | |
Accrued maintenance and repairs | 24,601 | 31,072 | |
Current portion of operating lease liabilities | 81,400 | 81,484 | |
Accrued interest and other accrued liabilities | 20,984 | 26,342 | |
Short-term borrowings and current maturities of long-term debt | 48,069 | 45,739 | |
Total current liabilities | 325,891 | 297,978 | |
Long-term debt, less current maturities | 568,368 | 515,385 | |
Accrued pension liabilities | 4,260 | 17,855 | |
Preferred stock embedded derivative | 0 | 286,182 | |
Other liabilities and deferred credits | 7,410 | 4,490 | |
Deferred taxes | 65,355 | 22,775 | |
Long-term operating lease liabilities | 183,994 | 224,595 | |
Total liabilities | 1,155,278 | 1,369,260 | |
Commitments and contingencies (Note 8) | |||
Redeemable noncontrolling interests | 1,453 | 0 | |
Mezzanine equity preferred stock: $0.0001 par value, 6,824,582 issued and outstanding as of March 31, 2020 | [1] | 0 | 149,785 |
Stockholders’ investment: | |||
Common stock, $0.01 par value, 110,000,000 authorized; 29,710,476 and 11,235,566 outstanding as of December 31 and March 31, 2020, respectively | [1] | 303 | 1 |
Additional paid-in capital | 685,575 | 295,897 | |
Retained earnings | 269,600 | 139,228 | |
Treasury shares, at cost; 449,015 shares as of December 31, 2020 | (10,007) | 0 | |
Accumulated other comprehensive income (loss) | 34,153 | (8,641) | |
Total Bristow Group Inc. stockholders’ investment | 979,624 | 426,485 | |
Noncontrolling interests | (573) | (269) | |
Total stockholders’ investment | 979,051 | 426,216 | |
Total liabilities, mezzanine equity and stockholders’ investment | $ 2,135,782 | $ 1,945,261 | |
[1] | Share information displayed as of March 31, 2020 does not take into account the impact of the Merger. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Dec. 31, 2020 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Mezzanine equity, par value (in dollars per share) | $ 0.0001 | |
Mezzanine equity, shares issued (in shares) | 6,824,582 | |
Mezzanine equity, shares outstanding (in shares) | 6,824,582 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 |
Common stock, shares outstanding (in shares) | 29,710,476 | 11,235,566 |
Treasury stock (in shares) | 449,015 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 2 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (152,543) | $ (836,206) | $ (13,849) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 11,926 | 70,864 | 68,325 |
Deferred income taxes | 8,344 | (62,476) | 8,312 |
Loss from extinguishment of debt | 0 | 0 | 844 |
Write-off of deferred financing fees | 0 | 4,038 | 0 |
Discount amortization on long-term debt | 2,704 | 1,563 | 12,823 |
Reorganization items, net | (16,254) | 552,304 | (1,984) |
Loss on disposal of assets | 154 | 3,768 | 1,000 |
Loss on impairment | 0 | 62,101 | 90,078 |
Loss on sale of subsidiaries | 0 | 55,883 | 0 |
Deferral of lease payments | 0 | 285 | 0 |
Beneficial conversion feature on DIP Loan | 0 | 56,870 | 0 |
DIP Claim Liability | 0 | 15,000 | 0 |
Gain on bargain purchase | 0 | 0 | (81,093) |
Change in fair value of preferred stock derivative liability | 133,315 | 0 | (15,416) |
Stock-based compensation expense | 1,483 | 1,871 | 9,377 |
Equity in earnings from unconsolidated affiliates less than (greater than) dividends received | (120) | (1,776) | 2,700 |
Increase (decrease) in cash resulting from changes in: | |||
Accounts receivable | 11,410 | (10,247) | 24,942 |
Inventory, prepaid expenses and other assets | 10,293 | (1,831) | (3,060) |
Accounts payable, accrued expenses and other liabilities | (25,975) | (10,877) | (42,930) |
Net cash provided by (used in) operating activities | (15,263) | (98,866) | 60,069 |
Cash flows from investing activities: | |||
Capital expenditures | (32,142) | (41,574) | (11,232) |
Proceeds from asset dispositions | 204 | 5,314 | 66,501 |
Cash transferred in sale of subsidiaries, net of cash received | 0 | (22,458) | 0 |
Increase in cash from Era merger | 0 | 0 | 120,236 |
Net cash provided by (used in) investing activities | (31,938) | (58,718) | 175,505 |
Cash flows from financing activities: | |||
Proceeds from borrowings | 0 | 225,585 | 0 |
Debt issuance costs | 0 | (14,863) | 0 |
Repayment of debt and debt redemption premiums | (5,629) | (366,750) | (126,231) |
Partial prepayment of put/call obligation | 0 | (1,323) | 0 |
Issuance of common and preferred stock | 0 | 385,000 | 0 |
Purchase of treasury shares | 0 | 0 | (10,007) |
Old Bristow share repurchases | 0 | 0 | (4,807) |
Net cash provided by (used in) financing activities | (5,629) | 227,649 | (141,045) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,613) | 2,406 | 4,183 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (54,443) | 72,471 | 98,712 |
Cash, cash equivalents and restricted cash at beginning of period | 250,526 | 178,055 | 199,121 |
Cash, cash equivalents and restricted cash at end of period | 196,083 | 250,526 | 297,833 |
Cash paid during the period for: | |||
Interest | 7,238 | 41,400 | 25,641 |
Income taxes | $ 1,866 | $ 9,493 | $ 13,029 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' INVESTMENT AND MEZZANINE EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests | ||
Beginning balance at Mar. 31, 2019 | $ 812,367 | $ 386 | $ 862,020 | $ 455,598 | $ (327,989) | $ (184,796) | $ 7,148 | ||
Beginning balance (in shares) at Mar. 31, 2019 | 35,918,916 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock | 824 | 824 | |||||||
Sale of subsidiaries | (5,612) | (5,612) | |||||||
Currency translation adjustments | (11) | (11) | |||||||
Net income (loss) | (169,088) | (169,246) | 158 | ||||||
Other comprehensive income | 17,362 | 17,362 | |||||||
Ending balance at Jun. 30, 2019 | 655,842 | $ 386 | 862,844 | 286,352 | (310,627) | (184,796) | 1,683 | ||
Ending balance (in shares) at Jun. 30, 2019 | 35,918,916 | ||||||||
Beginning balance at Mar. 31, 2019 | 812,367 | $ 386 | 862,020 | 455,598 | (327,989) | (184,796) | 7,148 | ||
Beginning balance (in shares) at Mar. 31, 2019 | 35,918,916 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Beneficial conversion feature on DIP Loan | 56,870 | ||||||||
Currency translation adjustments | 52 | ||||||||
Net income (loss) | (836,206) | ||||||||
Ending balance at Oct. 31, 2019 | 473 | $ 0 | 0 | 0 | 0 | 0 | 473 | ||
Ending balance (in shares) at Oct. 31, 2019 | 0 | ||||||||
Beginning balance at Jun. 30, 2019 | 655,842 | $ 386 | 862,844 | 286,352 | (310,627) | (184,796) | 1,683 | ||
Beginning balance (in shares) at Jun. 30, 2019 | 35,918,916 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock | 702 | 702 | |||||||
Distributions paid to noncontrolling interests | (1,323) | (1,323) | |||||||
Currency translation adjustments | 35 | 35 | |||||||
Net income (loss) | (162,919) | (162,974) | 55 | ||||||
Other comprehensive income | (11,175) | (11,175) | |||||||
Ending balance at Sep. 30, 2019 | 481,162 | $ 386 | 863,546 | 123,378 | (321,802) | (184,796) | 450 | ||
Ending balance (in shares) at Sep. 30, 2019 | 35,918,916 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock | 345 | 345 | |||||||
Beneficial conversion feature on DIP Loan | 56,870 | ||||||||
Currency translation adjustments | 28 | 28 | |||||||
Net income (loss) | (504,199) | (504,194) | (5) | ||||||
Other comprehensive income | 16,135 | 16,135 | |||||||
Cancellation of Predecessor equity | (49,868) | $ (386) | (920,761) | 380,816 | 305,667 | 184,796 | |||
Cancellation of Predecessor equity (in shares) | (35,918,916) | ||||||||
Ending balance at Oct. 31, 2019 | 473 | $ 0 | 0 | 0 | 0 | 0 | 473 | ||
Ending balance (in shares) at Oct. 31, 2019 | 0 | ||||||||
Ending balance, Mezzanine Equity Preferred Stock at Nov. 01, 2019 | 618,921 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Successor common and preferred stock | 294,671 | $ 1 | 294,670 | 0 | 0 | 0 | 0 | ||
Issuance of Successor common and preferred stock (in shares) | 11,235,535 | ||||||||
Ending balance at Nov. 01, 2019 | 294,566 | $ 1 | 294,670 | 0 | 0 | 0 | (105) | ||
Ending balance (in shares) at Nov. 01, 2019 | 11,235,535 | ||||||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | |||||||||
Issuance of stock | 998 | ||||||||
Initial reclassification of embedded derivative to long-term liability | (470,322) | ||||||||
Ending balance, Mezzanine Equity Preferred Stock at Dec. 31, 2019 | 149,597 | ||||||||
Beginning balance at Oct. 31, 2019 | 473 | $ 0 | 0 | 0 | 0 | 0 | 473 | ||
Beginning balance (in shares) at Oct. 31, 2019 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock | 485 | 485 | |||||||
Beneficial conversion feature on DIP Loan | 0 | ||||||||
Currency translation adjustments | (2) | (2) | |||||||
Net income (loss) | (152,543) | (152,512) | (31) | ||||||
Other comprehensive income | 7,349 | 7,349 | |||||||
Ending balance at Dec. 31, 2019 | 149,855 | $ 1 | 295,155 | (152,512) | 7,349 | 0 | (138) | ||
Ending balance (in shares) at Dec. 31, 2019 | 11,235,535 | ||||||||
Beginning balance, Redeemable Noncontrolling Interests at Mar. 31, 2020 | 0 | ||||||||
Beginning balance, Mezzanine Equity Preferred Stock at Mar. 31, 2020 | [1] | 149,785 | |||||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | |||||||||
Share repurchases | (2,151) | ||||||||
Preferred stock share conversion | (146,448) | ||||||||
Preferred stock compensation activity and conversion | (1,186) | ||||||||
Ending balance, Redeemable Noncontrolling Interests at Jun. 30, 2020 | 0 | ||||||||
Ending balance, Mezzanine Equity Preferred Stock at Jun. 30, 2020 | 0 | ||||||||
Beginning balance at Mar. 31, 2020 | $ 426,216 | $ 1 | 295,897 | 139,228 | (8,641) | 0 | (269) | ||
Beginning balance (in shares) at Mar. 31, 2020 | 11,235,566 | 11,235,566 | [2] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share repurchases (in shares) | [2] | (142,721) | |||||||
Share repurchases | $ 1,263 | 1,263 | |||||||
Preferred stock share conversion | 413,296 | $ 4 | 270,678 | 142,614 | |||||
Preferred stock share conversion (in shares) | [2] | 34,836,688 | |||||||
Elimination of Old Bristow stock | 0 | $ (5) | 5 | ||||||
Elimination of Old Bristow stock (in shares) | [2] | (45,929,533) | |||||||
Exchange of common stock | 0 | $ 231 | (231) | ||||||
Exchange of common stock (in shares) | [2] | 23,026,894 | |||||||
Purchase price and adjustment | 108,340 | $ 72 | 108,268 | ||||||
Purchase price and adjustment (in shares) | [2] | 7,175,029 | |||||||
Preferred stock compensation activity and conversion | 6,370 | 6,370 | |||||||
Purchase of Company common stock (tax withholding) (in shares) | [2] | (42,199) | |||||||
Currency translation adjustments | 13 | 13 | |||||||
Net income (loss) | 71,404 | 71,477 | (73) | ||||||
Other comprehensive income | 2,278 | 2,278 | |||||||
Ending balance at Jun. 30, 2020 | 1,029,180 | $ 303 | 680,987 | 354,582 | (6,363) | 0 | (329) | ||
Ending balance (in shares) at Jun. 30, 2020 | [2] | 30,159,724 | |||||||
Beginning balance, Redeemable Noncontrolling Interests at Mar. 31, 2020 | 0 | ||||||||
Beginning balance, Mezzanine Equity Preferred Stock at Mar. 31, 2020 | [1] | 149,785 | |||||||
Ending balance, Redeemable Noncontrolling Interests at Dec. 31, 2020 | 1,453 | ||||||||
Ending balance, Mezzanine Equity Preferred Stock at Dec. 31, 2020 | [1] | 0 | |||||||
Beginning balance at Mar. 31, 2020 | $ 426,216 | $ 1 | 295,897 | 139,228 | (8,641) | 0 | (269) | ||
Beginning balance (in shares) at Mar. 31, 2020 | 11,235,566 | 11,235,566 | [2] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Beneficial conversion feature on DIP Loan | $ 0 | ||||||||
Currency translation adjustments | (9) | ||||||||
Net income (loss) | (13,849) | ||||||||
Ending balance at Dec. 31, 2020 | $ 979,051 | $ 303 | 685,575 | 269,600 | 34,153 | (10,007) | (573) | ||
Ending balance (in shares) at Dec. 31, 2020 | 29,710,476 | 29,710,476 | [2] | ||||||
Beginning balance, Redeemable Noncontrolling Interests at Jun. 30, 2020 | $ 0 | ||||||||
Beginning balance, Mezzanine Equity Preferred Stock at Jun. 30, 2020 | 0 | ||||||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | |||||||||
Era purchase price adjustment | 1,501 | ||||||||
Net loss | (18) | ||||||||
Ending balance, Redeemable Noncontrolling Interests at Sep. 30, 2020 | 1,483 | ||||||||
Ending balance, Mezzanine Equity Preferred Stock at Sep. 30, 2020 | 0 | ||||||||
Beginning balance at Jun. 30, 2020 | 1,029,180 | $ 303 | 680,987 | 354,582 | (6,363) | 0 | (329) | ||
Beginning balance (in shares) at Jun. 30, 2020 | [2] | 30,159,724 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share award amortization | 2,008 | 2,008 | |||||||
Purchase of treasury shares (in shares) | [2] | (345,757) | |||||||
Purchase of treasury shares | (7,579) | (7,579) | |||||||
Purchase price and adjustment | 395 | 395 | |||||||
Purchase price and adjustment (in shares) | [2] | (233) | |||||||
Currency translation adjustments | (14) | (14) | |||||||
Net income (loss) | (27,974) | (27,861) | (113) | ||||||
Other comprehensive income | 14,043 | 14,043 | |||||||
Ending balance at Sep. 30, 2020 | 1,010,059 | $ 303 | 683,390 | 326,721 | 7,680 | (7,579) | (456) | ||
Ending balance (in shares) at Sep. 30, 2020 | [2] | 29,813,734 | |||||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | |||||||||
Net loss | (30) | ||||||||
Ending balance, Redeemable Noncontrolling Interests at Dec. 31, 2020 | 1,453 | ||||||||
Ending balance, Mezzanine Equity Preferred Stock at Dec. 31, 2020 | [1] | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock | 2,185 | 2,185 | |||||||
Purchase of treasury shares (in shares) | [2] | (103,258) | |||||||
Purchase of treasury shares | (2,428) | (2,428) | |||||||
Currency translation adjustments | (8) | (8) | |||||||
Net income (loss) | (57,230) | (57,121) | (109) | ||||||
Net income (loss) | (57,260) | ||||||||
Other comprehensive income | 26,473 | 26,473 | |||||||
Ending balance at Dec. 31, 2020 | $ 979,051 | $ 303 | $ 685,575 | $ 269,600 | $ 34,153 | $ (10,007) | $ (573) | ||
Ending balance (in shares) at Dec. 31, 2020 | 29,710,476 | 29,710,476 | [2] | ||||||
[1] | Share information displayed as of March 31, 2020 does not take into account the impact of the Merger. | ||||||||
[2] | Certain shares were reclassified out of common stock issued and into unissued. |
BASIS OF PRESENTATION, CONSOLID
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation and as a direct wholly owned subsidiary of Era. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Quarterly Report on Form 10-Q, references to: • the “Company”, “Combined Company,” “Bristow”, “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries; • “Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and • “Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the Combined Company) and its subsidiaries prior to consummation of the Merger. Pursuant to the United States (“U.S.”) generally accepted accounting principles (“GAAP”), the Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and remained the ultimate parent of the Combined Company. As a result, upon the closing of the Merger, Old Bristow’s historical financial statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements since June 12, 2020. Any reference to comparative period disclosures in the Quarterly Report on Form 10-Q refers to Old Bristow. Effective upon the closing of the Merger, the Company changed its fiscal year-end from December 31 to March 31, to correspond with Old Bristow’s fiscal year-end. The Company’s fiscal year ends March 31, and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 2021 is referred to as “fiscal year 2021”. As more fully described below under “—Emergence from Voluntary Reorganization under Chapter 11”, in May 2019 Old Bristow and a number of its subsidiaries filed for bankruptcy protection in the US Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) and emerged from bankruptcy proceedings on October 31, 2019. Upon emergence Old Bristow adopted fresh start accounting, which resulted in Old Bristow becoming a new entity for financial reporting purposes. In this Quarterly Report on Form 10-Q, references to: • “Predecessor” refer to Old Bristow on and prior to October 31, 2019; and • “Successor” refer to the reorganized Old Bristow on and after November 1, 2019 until completion of the Merger and after completion of the Merger refer to the Combined Company. The condensed consolidated financial information for the three and nine months ended December 31, 2020 (Successor), two months ended December 31, 2019 (Successor) and one and seven months ended October 31, 2020 (Predecessor) has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP in the United States (“U.S.”) have been condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 8-K for the fiscal year ended March 31, 2020 (the “fiscal year 2020 Financial Statements”) filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2020, referred to hereafter as the “ Financial Statements Form 8-K”. The preparation of these financial statements and accompanying footnotes requires the Company to make estimates and assumptions; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the condensed consolidated balance sheet, the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of cash flows and the condensed consolidated statements of changes in stockholders’ investment and mezzanine equity. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire fiscal year. The condensed consolidated financial information found on this Quarterly Form 10-Q has not been audited by the Company’s independent registered public accounting firm. Basis of Consolidation The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation. Coronavirus Update The outbreak of the disease caused by the novel coronavirus (“COVID-19”) caused a significant decrease in oil and natural gas prices resulting from demand weakness and over supply and also caused significant disruptions and volatility in the global marketplace in calendar year 2020. These conditions are expected to continue for at least the near future. The depressed oil and natural gas price environment was initially exacerbated by decisions by large oil producing countries that have now been altered, but the resolution has not led to a meaningful increase in oil and gas prices, which remain below historical averages. For additional information, see Part II Item 1A “Risk Factors” and the “Recent Developments” section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). Emergence from Voluntary Reorganization under Chapter 11 On May 11, 2019 (the “Petition Date”), Old Bristow and certain of its subsidiaries (collectively the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the Bankruptcy Court seeking relief under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 Cases were jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. During the pendency of the Chapter 11 Cases, the Debtors continued to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On August 1, 2019, the Debtors filed with the Bankruptcy Court their Joint Chapter 11 Plan of Reorganization, and on August 20, 2019, the Debtors filed their Amended Joint Chapter 11 Plan of Reorganization (as further modified on August 22, 2019, the “Amended Plan”) and the related Disclosure Statement (as further modified on August 22, 2019, the “Amended Disclosure Statement”). On October 8, 2019, the Bankruptcy Court entered an order approving the Amended Disclosure Statement and confirming the Amended Plan. The effective date of the Amended Plan (the “Effective Date”) occurred on October 31, 2019 at which point the Debtors emerged from the Chapter 11 Cases. Claims under the Bankruptcy Court approved debtor in possession (DIP) financing Old Bristow obtained while in bankruptcy were settled with the issuance of new common stock (the “Old Bristow Common Stock”) and new preferred stock (the “Old Bristow Preferred Stock”), both at a par of $0.0001, pursuant to the Amended Plan. Upon Old Bristow’s emergence from bankruptcy, Old Bristow adopted fresh-start accounting in accordance with provisions of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) No. 852, “Reorganizations” (“ASC 852”), which resulted in Old Bristow becoming a new entity for financial reporting purposes on the Effective Date. Upon the adoption of fresh-start accounting, the Company’s assets and liabilities were recorded at their fair values as of the fresh-start reporting date, October 31, 2019. As a result of the adoption of fresh-start accounting, Old Bristow’s consolidated financial statements subsequent to October 31, 2019 may not be comparable to the consolidated financial statements prior to October 31, 2019. Current Expected Credit Losses (“CECL”) The Company’s customers are primarily international, independent and major integrated exploration, development and production companies, third party helicopter operators and government agencies. The Company designates trade receivables as a single pool of assets based on their short-term nature, similar customer base and risk characteristics. Customers are typically granted credit on a short-term basis, and related credit risks are considered minimal. The Company conducts periodic quantitative and qualitative analysis on historic customer payment trends, customer credit ratings and foreseeable economic conditions. Historically, losses on trade receivables have been immaterial and uncorrelated to each other. Based on these analyses, the Company decides if additional reserve amounts are needed against the trade receivables asset pool on a case by case basis. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted. As of December 31, 2020 (Successor), the Company did not reserve any additional amounts for CECL. As of December 31 and March 31, 2020 (Successor), the allowance for doubtful accounts related to accounts receivables was $2.0 million and $0.4 million, respectively, and primarily related to customers in Turkmenistan and the U.S. Gulf of Mexico. Guarantors of Securities In March 2020, the SEC amended Rule 3-10 and 3-16 of Regulation S-X, CFR 210.1-01 through 210.3-16, regarding financial disclosure requirements for debt securities issued in registered offerings involving subsidiaries of the registrant as either issuers or guarantors. This amended rule narrows the circumstances that require separate financial statements or summarized financial disclosures of issuers and subsidiary guarantors and simplifies the summarized disclosures required in lieu of those statements. Under the amended rule, comparative period information is no longer required. As a result of this amended rule, the Company has included narrative disclosures in lieu of separate financial statements. The Company has early adopted this new rule and has elected to provide the simplified disclosure related to its 7.750% Senior Notes due 2022 within the MD&A. Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. The following ASU’s are ones the Company is still evaluating for impact. Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This ASU also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard will be effective for the Company in fiscal year 2022 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, “Investments-Equity Securities” (Topic 321), “Investments-Equity Method and Joint Ventures” Topic 323 and “Derivatives and Hedging” Topic 815 (ASU No. 2020-01) as an update to ASU No. 2016-01 “Financial Instruments-Overall”, further clarifying certain interactions between the guidance to account for certain equity securities under Topic 321, 323 and 815, and improve current GAAP by reducing diversity in practice and increasing comparability of accounting. The standard will be effective for the Company in fiscal year 2022, and early adoption is permitted. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard will be effective for the Company in fiscal year 2022. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging - Contracts in Entity's Own Equity” (Topic 815) as a means of simplifying and reducing the number of accounting models for convertible debt instruments and convertible preferred stock. The ASU also amends the guidance for derivatives scope exception for contracts in an entity's own equity. The goal of the ASU is to reduce differences in accounting for similar contracts between different companies that are accounted for as derivatives by some and equity by others. The standard will be effective for the Company in fiscal year 2022. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Era Group Inc. On June 11, 2020, the combination of Old Bristow with Era was successfully completed in an all-stock transaction with Era having issued shares of common stock (“Combined Company Common Stock”) to Old Bristow’s stockholders in exchange for such holders shares of common stock in Old Bristow. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). In the Merger, Old Bristow merged with and into Merger Sub, a subsidiary of Era, with Old Bristow remaining as the surviving company and as a subsidiary of Era, the ultimate parent of the Combined Company. Era is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., primarily servicing offshore oil and gas production platforms, drilling rigs and other installations. The transaction was structured as an all-stock, reverse-triangular merger, whereby Era issued shares of Combined Company Common Stock to Old Bristow stockholders, allowing it to qualify as a tax free reorganization for U.S. federal income tax purposes. Following the Merger, Era changed its name to Bristow Group Inc., and the Combined Company Common Stock continued to trade on the NYSE under the new ticker symbol VTOL. While Era was the legal acquirer in the Merger, Old Bristow was determined to be the accounting acquirer, based upon the terms of the Merger and other considerations including that: (i) immediately following completion of the Merger, Old Bristow stockholders owned approximately 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era common stock (“Era Common Stockholders”) owned approximately 23% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Company consists of eight directors, including six Old Bristow designees. The Merger was accounted for under the acquisition method of accounting under ASC 805, Business Combinations. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The Company completed its assessment of the fair value of assets acquired and liabilities assumed within the required one-year period from the date of acquisition. During the second quarter of fiscal year 2021, the Company recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to aircraft, redeemable noncontrolling interest and income taxes, resulting in an increase in bargain purchase gain of $5.7 million. The acquisition date fair value of the consideration transferred consisted of the following (in thousands): Fair value of Combined Company Common Stock issued (1) $ 106,440 Fair value of accelerated stock awards (2) 2,067 Fair value of exchanged stock awards (3) 228 Total consideration transferred $ 108,735 Fair value of redeemable noncontrolling interest 1,501 Total fair value of Era $ 110,236 ___________________________ (1) Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing market price of Era shares on June 11, 2020, the acquisition date. (2) Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger. (3) Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the pre-Merger vesting period. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands): Assets acquired: Cash and cash equivalents $ 120,236 Accounts receivable from non-affiliates 35,079 Prepaid expenses and other current assets 17,598 Inventories 8,826 Property and equipment 223,256 Right-of-use assets 8,395 Other assets 14,792 Total assets acquired $ 428,182 Liabilities assumed: Accounts payable $ 9,686 Accrued wages, benefits and related taxes 8,319 Income taxes payable 1,791 Deferred revenue 236 Current portion of operating lease liabilities 1,711 Other accrued liabilities 18,474 Short-term borrowings and current maturities of long-term debt 17,485 Long-term debt, less current maturities 136,704 Other liabilities and deferred credits 1,404 Deferred taxes 34,198 Long-term operating lease liabilities 6,845 Total liabilities and redeemable noncontrolling interest assumed $ 236,853 Net assets acquired $ 191,329 The Merger resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $81.1 million and is shown as a gain on bargain purchase on the condensed consolidated statements of operations. The bargain purchase was a result of a combination of factors including depressed oil and gas prices and market volatility linked to the COVID-19 pandemic between the initial announcement and consummation of the Merger. Specifically, the Era share price declined from $8.59 to $5.16 between the last trading day prior to the announcement of the Merger and the date the Merger closed. The aggregate Merger consideration was based on an exchange ratio that was fixed and did not fluctuate in the event that the value of Old Bristow’s common stock increased or Era’s common stock decreased, between the date of entry into the Merger agreement and consummation of the Merger. The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three and nine months ended December 31, 2020, and for the two months ended December 31, 2019, as though the Merger had occurred on November 1, 2019, the effective date of Old Bristow’s emergence from the Chapter 11 Cases. The unaudited pro forma financial information is as follows (in thousands) (1)(2) : Successor Three Months Ended Nine Months Ended Two Months Ended Total revenues $ 309,897 $ 919,860 $ 240,909 Net loss $ (55,059) $ (59,666) $ (135,096) Net loss attributable to Bristow Group Inc. $ (54,920) $ (59,301) $ (134,968) _____________________ (1) As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred on August 2020. The Company had recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from the pro forma combined Net loss and Net loss attributable to Bristow Group Inc. for the nine month period ending December 31, 2020 due to its nonrecurring nature and has been included in Net loss and Net loss attributable to Bristow Group Inc. for the two month period ending December 31, 2019 due to its connection with the Merger. (2) As noted above, the unaudited pro forma financial information is presented as if the Merger occurred on November 1, 2019. Thus the comparative historical period ending December 31, 2019 only includes the successor period of Old Bristow’s emergence from its Chapter 11 Cases. The amounts of revenue and earnings of Era included in the Company’s condensed consolidated statements of operations from the acquisition date of June 11, 2020 are as follows (in thousands): Successor Three Months Ended June 11, 2020 - Total revenues $ 47,272 $ 97,949 Net income (loss) $ 2,800 $ (2,448) |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and Equipment Acquisitions The Company made capital expenditures as follows (in thousands, except number of aircraft): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Number of aircraft delivered: SAR aircraft (1) — 2 1 Total aircraft — 2 1 Capital expenditures: Aircraft and equipment $ 3,564 $ 32,109 $ 15,624 Land and buildings 296 33 — Total capital expenditures $ 3,860 $ 32,142 $ 15,624 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Number of aircraft delivered: SAR aircraft (1) — 2 2 Total aircraft — 2 2 Capital expenditures: Aircraft and equipment $ 10,612 $ 32,109 $ 38,386 Land and buildings 620 33 3,188 Total capital expenditures $ 11,232 $ 32,142 $ 41,574 ___________________ (1) U. K. SAR configured AW189. Property and Equipment Dispositions The following table presents details on the aircraft sold or disposed of (in thousands, except for number of aircraft): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Number of aircraft sold or disposed of 14 — — Proceeds from sale or disposal of assets $ 14,361 $ 204 $ 311 Gain (loss) from sale or disposal of assets $ 1,951 $ (154) $ 249 Fresh-start accounting adjustment (1) $ — $ — $ 768,630 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Number of aircraft sold or disposed of 46 — 3 Proceeds from sale or disposal of assets $ 66,501 $ 204 $ 5,314 Loss from sale or disposal of assets $ (1,000) $ (154) $ (3,768) Fresh-start accounting adjustment (1) $ — $ — $ 768,630 ___________________________ (1) In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted property and equipment by $768.6 million to its respective fair value of $931.7 million at the Effective Date. In connection with the sale of certain aircraft during the nine months ended December 31, 2020, the Company agreed to sell certain related equipment and inventory. As a result, the Company recognized a $12.4 million loss on impairment to record those equipment and inventory items at the expected sales value. Property and Equipment Considerations During the three months ended December 31, 2020, as a result of the impairment of our investment in Cougar Helicopters Inc. (“Cougar) during the period, the Company identified an indicator of impairment for its Cougar asset group requiring further impairment consideration. An undiscounted cash flow analysis demonstrated sufficient undiscounted cash flows in excess of its carrying value. No impairment was required to be recognized to the asset group as of December 31, 2020. |
REVENUES
REVENUES | 9 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
REVENUES | REVENUES Revenue Recognition The Company derives its revenues primarily from oil and gas flight services and search and rescue services. A majority of the Company’s 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. Operating revenues from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers. Fixed-term contracts typically have original terms of one The following table shows the total revenues (in thousands): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Revenues from contracts with customers $ 303,836 194,808 103,031 Total other revenues 6,061 6,116 2,796 Total revenues $ 309,897 $ 200,924 $ 105,827 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Revenues from contracts with customers $ 857,489 194,808 737,679 Total other revenues 27,241 6,116 19,544 Total revenues $ 884,730 $ 200,924 $ 757,223 Contract Assets, Liabilities and Receivables The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services. As of December 31 and March 31, 2020 (Successor), receivables related to services performed under contracts with customers were $187.1 million and $148.3 million, respectively. During the nine months ended December 31, 2020 (Successor), the Company recognized $3.2 million of revenues from outstanding contract liabilities. Contract liabilities related to services performed under contracts with customers were $7.4 million and $4.9 million as of December 31, 2020 (Successor) and March 31, 2020 (Predecessor), respectively. Contract liabilities are generated by fixed wing services where customers pay for tickets in advance of receiving the Company’s services and advanced payments from helicopter services customers. There were no contract assets as of December 31 and March 31, 2020 (Successor). Remaining Performance Obligations Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize these revenues (in thousands): Remaining Performance Obligations (Successor) Three Months Ending March 31, 2021 Fiscal Year Ending March 31, Total 2022 2023 2024 2025 and thereafter Helicopter contracts $ 136,274 $ 295,114 $ 217,609 $ 182,110 286,707 $ 1,117,814 Fixed wing contracts 646 99 — — — 745 Total remaining performance obligation revenues $ 136,920 $ 295,213 $ 217,609 $ 182,110 286,707 $ 1,118,559 Although substantially all of the Company’s revenues are derived under contract, due to the nature of the business, the Company does not have significant remaining performance obligations as its contracts typically include unilateral termination clauses that allow its customers to terminate existing contracts with a notice period of 30 to 365 days. The table above includes performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties have been excluded. As such, the Company’s actual remaining performance obligation revenues are expected to be greater than what is reflected in the table above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated. |
VARIABLE INTEREST ENTITIES AND
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES | VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES. A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If the Company determines that it has operating power and the obligation to absorb losses or receive benefits, it will consolidate the VIE as the primary beneficiary, and if not, the Company does not consolidate. As of December 31, 2020 (Successor), the Company had interests in six VIEs, Bristow Aviation Holdings Limited (“Bristow Aviation”), Impigra Aviation Holdings Limited (“Impigra”), Bristow Helicopters (Nigeria) Limited (“BHNL”), Pan African Airlines (Nigeria) Limited (“PAAN”), YII 5668 Energy (“YII Energy”) and BNAS Holdings Company Limited (“BNAS”), of which the Company was the primary beneficiary, and had no interests in VIEs of which the Company was not the primary beneficiary. See Note 3 to the fiscal year 2020 condensed consolidated financial statements in the Financial Form 8-K for a description of these VIEs and other investments in significant affiliates, except for the VIE established in the current period. BNAS — During the three months ended December 31, 2020, the Company created a new legal entity in Ireland in order to address the impact of Brexit on the Company’s ownership structure. BNAS Holdings Company Limited, with Bristow Helicopters Limited (“BHL”) as a 49% shareholder and a European Union (“EU”) national as the 51% shareholder. BHL provided a loan to BNAS Holdings Limited, which in turn acquired 100% of the share capital of Bristow Norway AS. Bristow Aviation — The Company owns 49% of Bristow Aviation’s common stock and a significant amount of its subordinated debt. Bristow Aviation is incorporated in England and, through its subsidiaries, holds all the outstanding shares in BHL. As of December 31, 2020, the Company and Impigra owned 49% and 51%, respectively, of Bristow Aviation’s total outstanding ordinary shares. Bristow Aviation and its subsidiaries are exposed to similar operational risks as the Company and are therefore monitored and evaluated on a similar basis by management. The following tables show summarized financial information for Bristow Aviation reflected on the Company’s condensed consolidated statements of operations and balance sheets (in thousands): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Revenue $ 220,162 $ 172,174 $ 91,324 Operating income (loss) $ (116) $ (10,657) $ 47,917 Net loss $ (84,302) $ (62,845) $ (112,587) Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Revenue $ 669,013 $ 172,174 $ 663,047 Operating income (loss) $ 276,610 $ (10,657) $ 45,505 Net income (loss) $ 36,905 $ (62,845) $ (193,867) Successor December 31, 2020 March 31, 2020 Total assets $ 1,114,656 $ 1,030,096 Total liabilities $ 749,440 $ 3,792,617 BHNL — The Company owns a joint venture, BHNL, that provides aviation services to customers in Nigeria, in which BHL owns a 48% interest. YII Energy, a Nigerian company 100% owned by Nigerian citizens, owns a 50% interest in BHNL and an employee trust fund owns the remaining 2% interest. PAAN — The Company owns a 50.17% interest in a joint venture in Nigeria with local partners. Other Significant Affiliates — Unconsolidated Cougar — The Company owns a 25% voting interest and a 40% economic interest in Cougar, the largest offshore energy and SAR helicopter service provider in Canada. Cougar’s operations are primarily focused on serving the offshore oil and gas industry off Canada’s Atlantic coast and in the Arctic. Upon evaluation of the investment in Cougar, the Company determined the investment to be other-than-temporarily impaired based on the change in facts and circumstances from the prior reporting period which included the loss of a significant customer contract and further deterioration of the future sentiment for the Eastern Canadian oil and gas market. As a result, the Company performed a fair valuation of its investment in Cougar, and based on a discounted cash flows model, concluded a fair value of $4.7 million. This compared to a carrying value of $56.6 million, resulting in a $51.9 million loss on impairment from our investment in Cougar, recorded during the three months ended December 31, 2020 (Successor). PAS — The Company has a 25% interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry in Egypt. As of December 31 and March 31, 2020 (Successor), the investment in PAS was $33.0 million and is included on the consolidated balance sheets in investment in unconsolidated affiliates. Líder — During the nine months ended December 31, 2020 (Successor), the Company recorded an $18.7 million non-cash impairment charge to its investment in Líder Táxi Aéreo S.A. (“Líder”), a previously unconsolidated affiliate in Brazil, upon evaluating its equity investment in the company. T he Company initiated a partial dissolution process to exit its equity investment in Líder in July 2020. As a result of this process, the Company is no longer a shareholder of Líder as of August 2020. |
DEBT
DEBT | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt as of December 31 and March 31, 2020 (Successor) consisted of the following (in thousands): December 31, 2020 March 31, PK Air Debt $ 193,516 $ 207,326 Macquarie Debt 143,771 148,165 7.750% Senior Notes (1) 126,582 — Lombard Debt 146,052 136,180 Airnorth Debt 6,189 7,618 Humberside Debt 327 335 Term Loan — 61,500 Total debt 616,437 561,124 Less short-term borrowings and current maturities of long-term debt (48,069) (45,739) Total long-term debt $ 568,368 $ 515,385 _________________ (1) The pre-Merger outstanding principal amount of Era’s 7.750% senior unsecured notes as of March 31, 2020 was $142.0 million net of unamortized discounts and debt issuance costs. PK Air Debt — During the three and nine months ended December 31, 2020 (Successor), the Company made $5.4 million and $16.1 million, respectively, in principal payments on the PK Air debt. Macquarie Debt — During the three and nine months ended December 31, 2020 (Successor), the Company made $2.4 million and $7.2 million, respectively, in principal payments on the Macquarie debt. 7.750% Senior Notes — On December 7, 2012, Era Group issued $200.0 million aggregate principal amount of its 7.750% senior unsecured notes due December 15, 2022 (the “7.750% Senior Notes”) and received net proceeds of $191.9 million. Interest on the 7.750% Senior Notes is payable semi-annually in arrears on June 15 th and December 15 th of each year. The 7.750% Senior Notes may be redeemed at any time and from time to time at the applicable redemption prices set forth in the indenture governing the 7.750% Senior Notes, plus accrued and unpaid interest, if any, to the redemption date. The indenture governing the 7.750% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of our assets. In addition, upon a specified change of control trigger event or specified asset sale, the Company may be required to repurchase the 7.750% Senior Notes. The payment obligations under the 7.750% Senior Notes are fully and unconditionally guaranteed by certain of the Company’s subsidiaries. In June 2020, in connection with and upon completion of the Merger, Era’s long-term debt less its current maturities were fair valued and a value of $136.8 million was assigned to the 7.750% Senior Notes. During the three and nine months ended December 31, 2020 (Successor), the Company repurchased $12.1 million of the 7.750% Senior Notes at 97.5% for total cash of $12.2 million, including accrued interest of $0.4 million, and recognized a loss on debt extinguishment of $0.2 million. As of December 31, 2020 (Successor), the 7.750% Senior Notes had a carrying value of $126.6 million net of debt discount on the condensed consolidated balance sheet. Lombard Debt — During the three and nine months ended December 31, 2020 (Successor), the Company made $3.3 million and $9.4 million, respectively, in principal payments on the Lombard debt. Promissory Notes — In 2010, Era entered into two promissory notes to purchase a heavy and medium helicopter, respectively. In December 2015, upon maturity of the notes, the then outstanding balances of $19.0 million and $5.9 million were refinanced, with terms due in December 2020. During the three months ended December 31, 2020 (Successor) final payments of $12.7 million and $4.0 million, respectively, inclusive of interest, were made upon maturity of both promissory notes. Term Loan Agreement — In connection with the closing of the Merger on June 11, 2020, the Company fully repaid the Term Loan by making $61.5 million in principal payments and $0.6 million in prepayment premiums. ABL Facility — On April 17, 2018, two of Old Bristow’s subsidiaries entered into an asset-backed revolving credit facility (the “ABL Facility”). The ABL Facility matures in April 2023, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited. On August 18, 2020, the Company entered into a Deed of Amendment and Restatement, Accession, Transfer, Resignation and Confirmation Agreement (the “ABL Amendment”) relating to the ABL Facility (as amended by the ABL Amendment, the “Amended ABL”), by and among the Company, Old Bristow, Bristow Norway AS, Bristow Helicopters Limited and Bristow U.S. LLC, as borrowers and guarantors, the financial institutions from time to time party thereto as lenders and Barclays Bank PLC, in its capacity as agent and security trustee. The ABL Amendment amended the ABL Facility to, among other things, (i) make available to the borrowers an additional “last in, last out” tranche of revolving loan commitments available to the borrowers under the Amended ABL in an aggregate amount not to exceed $5.0 million, (ii) replace Old Bristow with the Company as the parent guarantor under the Amended ABL and (iii) permit the accession at a later date of certain domestic subsidiaries of the Company as borrowers under the Amended ABL and the addition of certain of their receivables to the borrowing base and the collateral for the Amended ABL. The interest rates applicable to loans made under the “last in, last out” tranche of revolving commitments under the Amended ABL are equal to either: (a) the ABR (as defined in the Amended ABL) plus 2.50% per annum or (b) LIBOR or NIBOR (each as defined in the Amended ABL) plus 3.50% per annum. Swingline loans made under the “last in, last out” tranche of revolving commitments under the Amended ABL bear interest at the ABR (as defined in the Amended ABL) plus 2.50% per annum. As a result of the ABL Amendment, the Amended ABL provides for commitments in an aggregate amount of $80.0 million. The Company retains the ability under the Amended ABL to increase the total commitments up to a maximum aggregate amount of $115.0 million, subject to the terms and conditions therein. As of December 31, 2020 (Successor), there were no outstanding borrowings under the Amended ABL nor had the Company made any draws during the three months ended December 31, 2020 (Successor). Letters of credit issued under the Amended ABL in the aggregate face amount of $14.2 million were outstanding on December 31, 2020 (Successor). LIBOR Transition — In 2020, a number of regulators in conjunction with the FASB and the U.S. Federal Reserve announced their intention to suspend and replace the use of LIBOR by the beginning of calendar year 2022. The effects of this transition from LIBOR to an alternative reference rate may impact the Company’s current indebtedness that is tied to LIBOR, in addition to the potential overall financial market disruption as a result of this phase-out. The Company is currently evaluating the potential effects of this announcement on its underlying debt, but it does not expect the impact to be material. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. 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. Old Bristow Preferred Stock Embedded Derivative The fair value of the Old Bristow Preferred Stock embedded derivative relied on the income approach which was derived from Level 3, unobservable inputs that required significant estimates, judgments and assumptions relating to the Company’s equity volatility, capitalization tables, term to exit and equity value. The Old Bristow Preferred Stock was converted into Old Bristow Common Stock immediately prior to consummation of the Merger. Changes in the fair value of the New Preferred Stock derivative liability, carried at fair value, are reported as change in fair value of the Preferred Stock derivative liability in the condensed consolidated statements of operations. For the nine months ended December 31, 2020 (Successor), the Company recognized non-cash expense of approximately $15.4 million due to an increase in the Preferred Stock derivative liability related to the embedded derivative in the New Preferred Stock. The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the nine months ended December 31, 2020 (Successor): Significant Unobservable Inputs (Level 3) Derivative financial instruments: (in thousands) March 31, 2020 $ 286,182 Change in fair value (15,416) Preferred stock shares conversion (266,846) Share repurchases (3,920) December 31, 2020 $ — The Old Bristow Preferred stock embedded derivative considered settlement scenarios which are further defined in Note 11 to the condensed consolidated financial statements. A number of the settlement scenarios required a settlement premium. The specified premium depended on the timing of the liquidity event, ranging from a minimum of (a) 17% Internal Rate of Return (the “IRR”) (b) 2.1x Multiple of Invested Capital (the “MOIC”) and (c) 14% Internal Rate of Return (the “IRR”) if the liquidity event is prior to 3 years, to (y) a 2.1x MOIC and (z) 17% IRR if the liquidity event is in 5 years or more. The fair value for the embedded derivative was determined using a “with” and “without” approach, first determining the fair value of the Old Bristow Preferred Stock (inclusive of all bifurcated features) with the features and comparing it with the fair value of an instrument with identical terms to the Old Bristow Preferred Stock without any of the bifurcated features (i.e., the preferred stock host). The fair value of the Old Bristow Preferred Stock was estimated using an option pricing method (“OPM”) allocating the total equity value to the various classes of equity. As of June 11, 2020 (Successor), Old Bristow assumed an expected term of 6 years, a risk-free rate of 0.38% and volatility of 85%. Without the redemption or conversion features, the holders of the Old Bristow Preferred Stock would have had right to perpetual preferred with 10% paid-in-kind (“PIK”) dividends, or the right to any upside value from conversion into common stock if the value exceeded the minimum return provided for under the COD (as defined herein). The value of converting to common stock on the upside would be measured as the residual upon a liquidity event. Therefore, the fair value of the host was estimated as the value of the upside conversion into common shares, which was also estimated using the OPM. The valuation as of June 11, 2020 resulted in a decline in fair value of the Old Bristow Preferred Stock embedded derivative of $15.4 million from March 31, 2020 (Successor). On June 11, 2020, immediately before the Merger was executed, Old Bristow exercised its call right (the “Call Right’) pursuant to section 8 of the Certificate of Designation of the Old Bristow Preferred Stock (“COD”). This provision entitled Old Bristow to repurchase the shares upon a Fundamental Transaction (which included a merger or consolidation) for a repurchase price equal to (i) the Liquidation Preference plus (ii) the present value of the dividends that would have accrued from the call date to the 5th anniversary of the issuance date (had the Call Right not been exercised) multiplied by the Make-Whole Redemption Percentage (equal to 102% because the Call Right was exercised before the 3rd anniversary of the issuance date). Upon exercise of the Call Right, Old Bristow issued 5.17962 shares of Old Bristow Common Stock to the remaining holders of the Preferred Stock for each share of Preferred Stock held. The carrying values of the Old Bristow Preferred Stock were derecognized, including the Old Bristow Preferred Stock embedded derivative, and Old Bristow recognized the Old Bristow Common Stock issued to the holders of the Old Bristow Preferred Stock at its fair value. The difference between (a) the carrying value of the Old Bristow Preferred Stock embedded derivative plus the carrying value of the Old Bristow Preferred Stock host and (b) the fair value of the Old Bristow Common Stock paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock host and embedded derivative. In addition, immediately prior to the Merger, Old Bristow repurchased 98,784 shares of the Old Bristow Preferred Stock and 142,721 shares of Old Bristow Common Stock. The repurchase of the Old Bristow Preferred Stock was accounted for in the same manner as the share-settled redemption described above in connection with the Merger. Fair Value of Debt The fair value of the Company’s debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of the Company’s long-term debt was estimated using discounted cash flow analysis based on estimated current rates for similar types of arrangements. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying and fair value of the Company’s debt, excluding unamortized debt issuance costs, are as follows (in thousands): Successor Carrying Level 1 Level 2 Level 3 December 31, 2020 LIABILITIES PK Air Debt $ 193,516 $ — $ 205,137 $ — Macquarie Debt 143,771 — 152,198 — 7.750% Senior Notes 126,582 — 132,424 — Lombard Debt 146,052 — 161,293 — Airnorth Debt 6,189 — 6,350 — Humberside Debt 327 — 327 — $ 616,437 $ — $ 657,729 $ — March 31, 2020 LIABILITIES PK Air Debt $ 207,326 $ — $ 180,290 $ — Macquarie Debt 148,165 — 138,133 — Lombard Debt 136,180 — 122,165 — Term Loan 61,500 — 56,894 — Airnorth Debt 7,618 — 7,221 — Humberside Debt 335 — 335 — $ 561,124 $ — $ 505,038 $ — The carrying value is net of unamortized discount as follows (in thousands): Successor December 31, 2020 March 31, 2020 PK Air Debt $ 10,354 $ 12,620 Macquarie Debt 8,257 11,063 7.750% Senior Notes 5,418 — Lombard Debt 23,214 26,372 Airnorth Debt 213 605 Total unamortized debt discount $ 47,456 $ 50,660 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Fleet — The Company’s unfunded capital commitments as of December 31, 2020 (Successor) consisted primarily of agreements to purchase helicopters and totaled $88.8 million, payable beginning in fiscal year 2021 through fiscal year 2022. The Company also had $1.3 million of deposits paid on options not yet exercised. All of the Company’s capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately $2.1 million. Included in these commitments are orders to purchase three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2022. Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company had outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal year 2022 and fiscal year 2023. The Company may, from time to time, purchase aircraft for which it has no orders. Other Purchase Obligations — As of December 31, 2020 (Successor), the Company had $24.6 million of other purchase obligations representing non-cancelable Power-by-the Hour (“PBH”) maintenance commitments. General Litigation and Disputes The Company operates in jurisdictions internationally where it is subject to risks that include government action to obtain additional tax revenue. In a number of these jurisdictions, political unrest, the lack of well-developed legal systems and legislation that is not clear enough in its wording to determine the ultimate application, can make it difficult to determine whether legislation may impact the Company’s earnings until such time as a clear court or other ruling exists. The Company operates in jurisdictions currently where amounts may be due to governmental bodies that the Company is not currently recording liabilities for as it is unclear how broad or narrow legislation may ultimately be interpreted. The Company believes that payment of amounts in these instances is not probable at this time, but is reasonably possible. In the normal course of business, the Company is involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its condensed consolidated financial statements related thereto as appropriate. It is possible that a change in its estimates related to these exposures could occur, but the Company does not expect such changes in estimated costs or uninsured losses, if any, would have a material effect on its business, consolidated financial position or results of operations. |
TAXES
TAXES | 9 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
TAXES | TAXES During the interim period ended December 31, 2020, the Company estimated its annual effective income tax rate based on projected income from continuing operations, excluding discrete items. In accordance with accounting guidance for interim reporting of income taxes, jurisdictions with a projected loss for the fiscal year for which no tax benefit can be recognized due to a valuation allowance are excluded from the Company’s estimated annual effective income tax rate. The tax impact of such an exclusion could result in fluctuations in the effective tax rate in a particular quarter. In addition, the relationship between the Company’s provision for or benefit from income taxes and the Company’s pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, including impairments and asset sales, (b) changes in the blend of income that is taxed based on gross revenues or at high effective tax rates versus pre-tax book income or at low effective tax rates and (c) the Company’s geographical blend of pre-tax book income. Consequently, the Company’s income tax expense or benefit does not change proportionally with changes in pre-tax book income or loss and may make quarterly comparisons not meaningful. During the three and nine months ended December 31, 2020 (Successor), the Company’s effective tax rate was (30.7)% and 383.4%, respectively. The Company’s effective income tax rate for the three and nine months ended December 31, 2020 (Successor) fluctuated primarily due to the Company’s impairment of foreign investments that do not generate an income tax benefit; adjustment to valuation allowances against future realization of deductible business interest expense and nondeductible professional fees related to the Merger. During the three and nine months ended December 31, 2020 (Successor), the Company’s provision for income taxes were $13.4 million and $18.7 million, respectively. For the Predecessor periods the Company prepared the provision for income taxes using a discrete effective tax rate method due to small changes in estimated annual pre-tax income or loss potentially resulting in significant changes in the estimated annual effective tax rate. For the two months ended December 31, 2019 (Successor), the Company estimated the post-emergence annual effective tax rate from continuing operations and applied this rate to the two-month post-emergence losses from continuing operations. In addition, the Company separately calculated the tax impact of unusual or infrequent items. The tax impacts of such unusual or infrequent items were treated discretely in the quarter in which they occurred. During the two months ended December 31, 2019 (Successor), one month ended October 31, 2019 (Predecessor), and seven months ended October 31, 2019 (Predecessor), the Company’s effective tax rates were (8.2)%, 2.7% and 5.8%, respectively. The benefit of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the condensed consolidated financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. Interest and penalties, if any, related to uncertain tax positions would be recorded in interest expense and other expense, respectively. |
SHARE-BASED COMPENSATION AND OT
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS | SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS Management Incentive Plan On the Effective Date, the Compensation Committee of Old Bristow’s Board adopted the 2019 Management Incentive Plan (the “MIP”). At the time of its adoption, the MIP served as an equity-based compensation plan for directors, officers and participating employees and other service providers of Old Bristow and its affiliates, pursuant to which Old Bristow was permitted to issue awards covering shares of the Old Bristow Common Stock and Old Bristow Preferred Stock. During the five months ended March 31, 2020 (Successor), Old Bristow awarded 188,210 shares of restricted Old Bristow Preferred Stock, 312,606 shares of restricted Old Bristow Common Stock, 113,081 Old Bristow Preferred Stock options and 265,049 Old Bristow Common Stock options. Upon the closing of the Merger, these awards converted into 656,617 shares of restricted Combined Company Common Stock and 433,283 stock options to purchase Combined Company Common Stock, of which 73,131 shares of restricted Combined Company Common Stock and 48,448 Combined Company Common Stock options vested and 227,884 shares of restricted of Combined Company Common Stock and 151,307 Combined Company Common Stock options forfeited on June 11, 2020 (Successor). Upon the closing of the Merger, 151,768 shares of unvested Combined Company restricted stock awards previously issued under the Era Group Inc. 2012 Share Incentive Plan (the “2012 Incentive Plan”) remained unvested. Total stock based compensation expense, which includes stock options and restricted stock was $2.2 million and $9.4 million for the three and nine months ended December 31, 2020 (Successor), respectively. During the nine months ended December 31, 2020 (Successor), the Company awarded 413,035 Combined Company restricted stock units. Of this amount, 161,668 were performance-based restricted stock units of which 150,001 had an average grant date fair value of $7.73 while 11,667 had an average grant date fair value of $24.54; 44,946 restricted stock units for annual director awards had a grant date fair value of $15.76 and the remaining 206,421 restricted stock units were Combined Company non-performance based restricted stock units awarded at an average grant date fair value $19.41 per share. The performance based restricted stock will vest on a cliff-basis, after three years, subject to certain stock price performance targets. During the nine months ended December 31, 2020 (Successor), the Company awarded 161,668 Combined Company stock options that vest on a cliff-basis after three years. Of the 161,668 stock options, 150,001 had a grant date fair value of $10.99 and the remaining 11,667 had a grant date fair value of $14.56. Pension Plans The components of net periodic pension cost (benefit) other than the service cost component are included in other income (expense), net on the Company’s condensed consolidated statements of operations. The following table provides a detail of the components of net periodic pension cost (benefit) (in thousands): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Service cost for benefits earned during the period $ 109 $ 106 $ 52 Interest cost on pension benefit obligation 839 1,658 958 Expected return on assets (1,161) (2,314) (1,315) Prior service costs — — 12 Amortization of unrecognized losses — — 676 Net periodic pension cost $ (213) $ (550) $ 383 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Service cost for benefits earned during the period $ 704 $ 106 $ 363 Interest cost on pension benefit obligation 5,415 1,658 6,676 Expected return on assets (7,501) (2,314) (9,161) Prior service costs — — 81 Amortization of unrecognized losses — — 4,713 Net periodic pension cost $ (1,382) $ (550) $ 2,672 |
STOCKHOLDERS' INVESTMENT, EARNI
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME | 9 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME | STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME Stockholders’ Investment, Common Stock and Preferred Stock As of December 31, 2020 (Successor), there were 29,710,476 shares of Combined Company Common Stock outstanding. In connection with the Merger, the Old Bristow Preferred Stock was converted into Old Bristow Common Stock and then all Old Bristow Common Stock was converted into the Combined Company Common Stock. Because the Old Bristow Preferred Stock could be redeemed in certain circumstances outside of the sole control of Old Bristow (including at the option of the holder), but was not mandatorily redeemable, the Old Bristow Preferred Stock was classified as mezzanine equity and initially recognized at fair value of $618.9 million as of October 31, 2019 (Successor). This amount was reduced by the fair value of the bifurcated derivative liability as of October 31, 2019 (Successor) of $470.3 million, resulting in an initial value of $148.6 million. The difference between (a) the carrying value of the embedded derivative of $270.8 million plus the carrying value of the Preferred Stock Host of $148.6 million and (b) the fair value of the Old Bristow Common Stock of $270.7 million paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock Host and embedded derivative. Prior to the Merger, there were 11,092,845 shares of Old Bristow Common Stock and 6,725,798 shares of Old Bristow Preferred Stock issued and outstanding. As described in Note 7 to the condensed consolidated financial statements, Old Bristow repurchased certain shares of Old Bristow Common Stock and shares of Old Bristow Preferred Stock immediately prior to the conversion of the Old Bristow Preferred Stock into Old Bristow Common Stock. The repurchase was accounted for in the same manner as the share conversion and included in the calculation described above. The Old Bristow Preferred Stock was converted into Old Bristow Common Stock at a rate of 5.179562 shares of Old Bristow Common Stock for each share of Old Bristow Preferred Stock. The Old Bristow Common Stock was then subsequently exchanged for the Combined Company Common Stock, resulting in a total of 24,195,693 shares of Combined Company Common Stock issued to legacy Old Bristow stockholders. This resulted in a total of 30,882,471 shares of Combined Company Common Stock issued and outstanding immediately after consummation of the Merger. Upon the closing of the Merger, 217,899 shares of restricted stock awards and 145,263 stock options to purchase common stock for certain employees, related to Old Bristow employees, were canceled as a result of separation from the Combined Company. Upon the closing of the Merger, vesting of 145,604 shares of restricted stock awards, related to the Combined Company’s employees were also accelerated. Share Repurchases On September 16, 2020, the Board authorized a stock repurchase plan providing for the repurchase of up to $75.0 million of the Company's common stock. Repurchases under the program may be made in the open market, including pursuant to a Rule 10b5-1 plan, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. During the three months ended December 31, 2020, the Company repurchased 102,925 shares of common stock in open market transactions for gross consideration of $2.4 million, equal to an average purchase price per share of $23.49. During the nine months ended December 31, 2020, the Company repurchased 448,252 shares of common stock in open market transactions for gross consideration of $10.0 million, equal to an average purchase price per share of $22.29. After these repurchases, as of December 31, 2020, $65.0 million of the original $75.0 million authorized under share repurchase program remained. 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 share and per share amounts): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Net loss: Net loss attributable to Bristow Group Inc. $ (57,121) $ (152,512) $ (504,194) Less: PIK dividends (1) — (10,313) — Loss available to common stockholders – basic and diluted $ (57,121) $ (162,825) $ (504,194) Shares: Weighted average number of common shares outstanding – basic 28,944,908 11,235,535 35,918,916 Net effect of dilutive stock options and restricted stock — — — Weighted average number of common shares outstanding – diluted (2) (3) 28,944,908 11,235,535 35,918,916 Loss per common share - basic $ (1.97) $ (14.49) $ (14.04) Loss per common share - diluted $ (1.97) $ (14.49) $ (14.04) Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Income (loss): Net income (loss) attributable to Bristow Group Inc. $ (13,506) $ (152,512) $ (836,414) Less: PIK dividends (1) (12,039) (10,313) — Plus: Deemed contribution from conversion of preferred stock 144,986 — — Income available to common stockholders – basic 119,441 (162,825) (836,414) Less: Preferred stock adjustments (3,377) — — Income available to common stockholders – diluted $ 116,064 $ (162,825) $ (836,414) Shares: Weighted average number of common shares outstanding – basic 23,178,914 11,235,535 35,918,916 Net effect of dilutive stock options and restricted stock 9,196,618 — — Weighted average number of common shares outstanding – diluted (2) (3) 32,375,532 11,235,535 35,918,916 Earnings (loss) per common share - basic $ 5.15 $ (14.49) $ (23.29) Earnings (loss) per common share - diluted $ 3.58 $ (14.49) $ (23.29) ___________________________ (1) See Note 7 for further discussion on PIK dividends. (2) Excludes weighted average common shares of 1,275,170 for each of the three and nine months ended December 31, 2020 (Successor), and 3,929,274 and 3,822,563 for the one and seven months ended October 31, 2019 (Predecessor), respectively, for certain share awards as the effect of their inclusion would have been antidilutive. The Old Bristow Preferred Stock is not included on an if-converted basis under diluted earnings per common share as the conversion of the shares would have been anti-dilutive. Diluted loss per common share equals basic loss per common share for the two months ended December 31, 2019 (Successor), as diluted loss per common share cannot be higher than basic loss per common share (3) Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Old Bristow’s 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the 2019 periods reflected, because to do so would have been anti-dilutive. Accumulated Other Comprehensive Income (Loss) The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands): Successor Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 2020 $ (16,440) $ 6,389 $ 1,410 $ (8,641) Other comprehensive income (loss) before reclassification 46,190 — (5,226) 40,964 Reclassified from accumulated other comprehensive income — — 1,830 1,830 Net current period other comprehensive income (loss) 46,190 — (3,396) 42,794 Foreign exchange rate impact (621) 621 — — Balance as of December 31, 2020 $ 29,129 $ 7,010 $ (1,986) $ 34,153 __________________________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. (2) Reclassification of amounts related to cash flow hedges were included as direct costs. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company conducts business in one segment: aviation services. The aviation services global operations include four regions as follows: Europe Caspian, Africa, Americas and Asia Pacific. The Europe Caspian region comprises all of the Company’s operations and affiliates in Europe and Central Asia, including Norway, the U.K and prior to the quarter ended December 31, 2020 the Company had rotary wing operations in Turkmenistan. The Africa region comprises all of the Company’s operations and affiliates on the African continent, including Nigeria and Egypt. The Americas region comprises all of the Company’s operations and affiliates in North America and South America, including Brazil, Canada, Colombia, Guyana, Suriname, Trinidad and the U.S. Gulf of Mexico. The Asia Pacific region comprises all of the Company’s operations and affiliates in Australia and Southeast Asia. Prior to the sale of BHLL and Aviashelf in April and June 2019, respectively, the Company had operations in Sakhalin, Russia which is included in the Asia Pacific region. Prior to the sale of Eastern Airways in May 2019 (Predecessor), the Company had fixed wing operations in the Europe Caspian region. The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s condensed consolidated financial statements (in thousands): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Region revenues Europe Caspian $ 159,415 $ 115,930 $ 60,196 Africa 25,325 30,625 15,215 Americas 100,152 40,624 21,835 Asia Pacific 21,350 13,600 8,462 Corporate and other 3,655 145 119 Total region revenues (1) $ 309,897 $ 200,924 $ 105,827 _________________________________________________ (1) The above table represents disaggregated revenue from contracts with customers except for the following (in thousands): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Region revenues not from contracts with customers: Europe Caspian $ 118 $ 219 $ 104 Americas 5,839 5,845 2,661 Asia Pacific 21 52 — Corporate and other 83 — 31 Total region revenues not from contracts with customers $ 6,061 $ 6,116 $ 2,796 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Region revenues from external customers: Europe Caspian $ 491,328 $ 115,930 $ 428,660 Africa 80,103 30,625 111,896 Americas 254,627 40,624 140,551 Asia Pacific 54,720 13,600 75,722 Corporate and other 3,952 145 394 Total region revenues (1) $ 884,730 $ 200,924 $ 757,223 _________________________________________________ (1) The above table represents disaggregated revenues from contracts with customers except for the following (in thousands): Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Revenues not from contracts with customers: Europe Caspian $ 808 $ 219 $ 726 Americas 23,865 5,845 18,627 Asia Pacific 178 52 191 Corporate and other 2,390 — — Total region revenues not from contracts with customers $ 27,241 $ 6,116 $ 19,544 Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Earnings from unconsolidated affiliates, net of losses: Europe Caspian $ — 120 $ — Americas 896 1,379 3,609 Total earnings from unconsolidated affiliates, net of losses $ 896 1,499 $ 3,609 Region operating income (loss): Europe Caspian $ 11,916 $ 1,869 $ 3,112 Africa (1,407) 2,910 2,982 Americas (29,235) 8,596 6,296 Asia Pacific 717 (2,885) (1,371) Corporate and other (22,530) (12,221) (9,621) Gain (loss) on disposal of assets 1,951 (154) 249 Total consolidated operating income (loss) $ (38,588) $ (1,885) $ 1,647 Region depreciation and amortization: Europe Caspian $ 7,904 $ 6,019 $ 3,321 Africa 1,214 1,342 831 Americas 4,788 1,586 2,184 Asia Pacific 1,948 1,792 772 Corporate and other 2,077 1,187 1,114 Total consolidated depreciation and amortization $ 17,931 $ 11,926 $ 8,222 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Earnings from unconsolidated affiliates, net of losses: Europe Caspian $ (19) $ 120 $ 168 Americas 841 1,379 6,100 Corporate and other — — 321 Total earnings from unconsolidated affiliates, net of losses $ 822 $ 1,499 $ 6,589 Consolidated operating income (loss): Europe Caspian $ 58,842 $ 1,869 $ 26,143 Africa (10,348) 2,910 17,255 Americas (26,049) 8,596 13,391 Asia Pacific 3,724 (2,885) (33,653) Corporate and other (100,291) (12,221) (101,559) Gain (loss) on disposal of assets (1,000) (154) (3,768) Total consolidated operating income (loss) $ (75,122) $ (1,885) $ (82,191) Depreciation and amortization: Europe Caspian $ 24,196 $ 6,019 $ 28,155 Africa 3,815 1,342 10,829 Americas 12,841 1,586 16,654 Asia Pacific 6,002 1,792 7,463 Corporate and other 5,970 1,187 7,763 Total depreciation and amortization $ 52,824 $ 11,926 $ 70,864 Successor December 31, 2020 March 31, 2020 Identifiable assets: Europe Caspian $ 1,261,934 $ 1,096,022 Africa 195,998 235,165 Americas 455,392 319,015 Asia Pacific 84,614 166,229 Corporate and other (2) 137,844 128,830 Total identifiable assets $ 2,135,782 $ 1,945,261 Investments in unconsolidated affiliates: Europe Caspian $ 668 $ 575 Americas 4,700 76,483 Total investments in unconsolidated affiliates $ 5,368 $ 77,058 _______________________ (2) Includes $7.4 million and $7.8 million of construction in progress within property and equipment on the Company’s condensed consolidated balance sheets as of December 31 and March 31, 2020 (Successor), respectively, which primarily represents aircraft deposits, aircraft modifications and other miscellaneous equipment, tooling and building improvements currently in progress. |
BASIS OF PRESENTATION, CONSOL_2
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation. |
Current Expected Credit Losses (CECL) | Current Expected Credit Losses (“CECL”) |
Guarantors of Securities | Guarantors of Securities In March 2020, the SEC amended Rule 3-10 and 3-16 of Regulation S-X, CFR 210.1-01 through 210.3-16, regarding financial disclosure requirements for debt securities issued in registered offerings involving subsidiaries of the registrant as either issuers or guarantors. This amended rule narrows the circumstances that require separate financial statements or summarized financial disclosures of issuers and subsidiary guarantors and simplifies the summarized disclosures required in lieu of those statements. Under the amended rule, comparative period information is no longer required. As a result of this amended rule, the Company has included narrative disclosures in lieu of separate financial statements. The Company has early adopted this new rule and has elected to provide the simplified disclosure related to its 7.750% Senior Notes due 2022 within the MD&A. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. The following ASU’s are ones the Company is still evaluating for impact. Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This ASU also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard will be effective for the Company in fiscal year 2022 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, “Investments-Equity Securities” (Topic 321), “Investments-Equity Method and Joint Ventures” Topic 323 and “Derivatives and Hedging” Topic 815 (ASU No. 2020-01) as an update to ASU No. 2016-01 “Financial Instruments-Overall”, further clarifying certain interactions between the guidance to account for certain equity securities under Topic 321, 323 and 815, and improve current GAAP by reducing diversity in practice and increasing comparability of accounting. The standard will be effective for the Company in fiscal year 2022, and early adoption is permitted. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard will be effective for the Company in fiscal year 2022. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging - Contracts in Entity's Own Equity” (Topic 815) as a means of simplifying and reducing the number of accounting models for convertible debt instruments and convertible preferred stock. The ASU also amends the guidance for derivatives scope exception for contracts in an entity's own equity. The goal of the ASU is to reduce differences in accounting for similar contracts between different companies that are accounted for as derivatives by some and equity by others. The standard will be effective for the Company in fiscal year 2022. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. |
Revenue Recognition | Revenue Recognition The Company derives its revenues primarily from oil and gas flight services and search and rescue services. A majority of the Company’s 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. one |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition date fair value of the consideration transferred consisted of the following (in thousands): Fair value of Combined Company Common Stock issued (1) $ 106,440 Fair value of accelerated stock awards (2) 2,067 Fair value of exchanged stock awards (3) 228 Total consideration transferred $ 108,735 Fair value of redeemable noncontrolling interest 1,501 Total fair value of Era $ 110,236 ___________________________ (1) Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing market price of Era shares on June 11, 2020, the acquisition date. (2) Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger. (3) Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the pre-Merger vesting period. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands): Assets acquired: Cash and cash equivalents $ 120,236 Accounts receivable from non-affiliates 35,079 Prepaid expenses and other current assets 17,598 Inventories 8,826 Property and equipment 223,256 Right-of-use assets 8,395 Other assets 14,792 Total assets acquired $ 428,182 Liabilities assumed: Accounts payable $ 9,686 Accrued wages, benefits and related taxes 8,319 Income taxes payable 1,791 Deferred revenue 236 Current portion of operating lease liabilities 1,711 Other accrued liabilities 18,474 Short-term borrowings and current maturities of long-term debt 17,485 Long-term debt, less current maturities 136,704 Other liabilities and deferred credits 1,404 Deferred taxes 34,198 Long-term operating lease liabilities 6,845 Total liabilities and redeemable noncontrolling interest assumed $ 236,853 Net assets acquired $ 191,329 |
Schedule of Unaudited Pro Forma Financial Information | The unaudited pro forma financial information is as follows (in thousands) (1)(2) : Successor Three Months Ended Nine Months Ended Two Months Ended Total revenues $ 309,897 $ 919,860 $ 240,909 Net loss $ (55,059) $ (59,666) $ (135,096) Net loss attributable to Bristow Group Inc. $ (54,920) $ (59,301) $ (134,968) _____________________ (1) As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred on August 2020. The Company had recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from the pro forma combined Net loss and Net loss attributable to Bristow Group Inc. for the nine month period ending December 31, 2020 due to its nonrecurring nature and has been included in Net loss and Net loss attributable to Bristow Group Inc. for the two month period ending December 31, 2019 due to its connection with the Merger. (2) As noted above, the unaudited pro forma financial information is presented as if the Merger occurred on November 1, 2019. Thus the comparative historical period ending December 31, 2019 only includes the successor period of Old Bristow’s emergence from its Chapter 11 Cases. The amounts of revenue and earnings of Era included in the Company’s condensed consolidated statements of operations from the acquisition date of June 11, 2020 are as follows (in thousands): Successor Three Months Ended June 11, 2020 - Total revenues $ 47,272 $ 97,949 Net income (loss) $ 2,800 $ (2,448) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Capital Expenditures And Aircraft Sold or Disposed of and Impairments on Assets Held-for-sale | The Company made capital expenditures as follows (in thousands, except number of aircraft): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Number of aircraft delivered: SAR aircraft (1) — 2 1 Total aircraft — 2 1 Capital expenditures: Aircraft and equipment $ 3,564 $ 32,109 $ 15,624 Land and buildings 296 33 — Total capital expenditures $ 3,860 $ 32,142 $ 15,624 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Number of aircraft delivered: SAR aircraft (1) — 2 2 Total aircraft — 2 2 Capital expenditures: Aircraft and equipment $ 10,612 $ 32,109 $ 38,386 Land and buildings 620 33 3,188 Total capital expenditures $ 11,232 $ 32,142 $ 41,574 ___________________ (1) U. K. SAR configured AW189. The following table presents details on the aircraft sold or disposed of (in thousands, except for number of aircraft): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Number of aircraft sold or disposed of 14 — — Proceeds from sale or disposal of assets $ 14,361 $ 204 $ 311 Gain (loss) from sale or disposal of assets $ 1,951 $ (154) $ 249 Fresh-start accounting adjustment (1) $ — $ — $ 768,630 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Number of aircraft sold or disposed of 46 — 3 Proceeds from sale or disposal of assets $ 66,501 $ 204 $ 5,314 Loss from sale or disposal of assets $ (1,000) $ (154) $ (3,768) Fresh-start accounting adjustment (1) $ — $ — $ 768,630 ___________________________ (1) In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted property and equipment by $768.6 million to its respective fair value of $931.7 million at the Effective Date. |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
Schedule of Revenue Related to Third Party Customers | The following table shows the total revenues (in thousands): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Revenues from contracts with customers $ 303,836 194,808 103,031 Total other revenues 6,061 6,116 2,796 Total revenues $ 309,897 $ 200,924 $ 105,827 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Revenues from contracts with customers $ 857,489 194,808 737,679 Total other revenues 27,241 6,116 19,544 Total revenues $ 884,730 $ 200,924 $ 757,223 |
Schedule of Remaining Performance Obligations | The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize these revenues (in thousands): Remaining Performance Obligations (Successor) Three Months Ending March 31, 2021 Fiscal Year Ending March 31, Total 2022 2023 2024 2025 and thereafter Helicopter contracts $ 136,274 $ 295,114 $ 217,609 $ 182,110 286,707 $ 1,117,814 Fixed wing contracts 646 99 — — — 745 Total remaining performance obligation revenues $ 136,920 $ 295,213 $ 217,609 $ 182,110 286,707 $ 1,118,559 |
VARIABLE INTEREST ENTITIES AN_2
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following tables show summarized financial information for Bristow Aviation reflected on the Company’s condensed consolidated statements of operations and balance sheets (in thousands): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Revenue $ 220,162 $ 172,174 $ 91,324 Operating income (loss) $ (116) $ (10,657) $ 47,917 Net loss $ (84,302) $ (62,845) $ (112,587) Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Revenue $ 669,013 $ 172,174 $ 663,047 Operating income (loss) $ 276,610 $ (10,657) $ 45,505 Net income (loss) $ 36,905 $ (62,845) $ (193,867) Successor December 31, 2020 March 31, 2020 Total assets $ 1,114,656 $ 1,030,096 Total liabilities $ 749,440 $ 3,792,617 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt as of December 31 and March 31, 2020 (Successor) consisted of the following (in thousands): December 31, 2020 March 31, PK Air Debt $ 193,516 $ 207,326 Macquarie Debt 143,771 148,165 7.750% Senior Notes (1) 126,582 — Lombard Debt 146,052 136,180 Airnorth Debt 6,189 7,618 Humberside Debt 327 335 Term Loan — 61,500 Total debt 616,437 561,124 Less short-term borrowings and current maturities of long-term debt (48,069) (45,739) Total long-term debt $ 568,368 $ 515,385 _________________ (1) The pre-Merger outstanding principal amount of Era’s 7.750% senior unsecured notes as of March 31, 2020 was $142.0 million net of unamortized discounts and debt issuance costs. |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Rollforward of Preferred Stock Embedded Derivative Level 3 Fair Value Measurements | The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the nine months ended December 31, 2020 (Successor): Significant Unobservable Inputs (Level 3) Derivative financial instruments: (in thousands) March 31, 2020 $ 286,182 Change in fair value (15,416) Preferred stock shares conversion (266,846) Share repurchases (3,920) December 31, 2020 $ — |
Schedule of fair value of debt | The carrying and fair value of the Company’s debt, excluding unamortized debt issuance costs, are as follows (in thousands): Successor Carrying Level 1 Level 2 Level 3 December 31, 2020 LIABILITIES PK Air Debt $ 193,516 $ — $ 205,137 $ — Macquarie Debt 143,771 — 152,198 — 7.750% Senior Notes 126,582 — 132,424 — Lombard Debt 146,052 — 161,293 — Airnorth Debt 6,189 — 6,350 — Humberside Debt 327 — 327 — $ 616,437 $ — $ 657,729 $ — March 31, 2020 LIABILITIES PK Air Debt $ 207,326 $ — $ 180,290 $ — Macquarie Debt 148,165 — 138,133 — Lombard Debt 136,180 — 122,165 — Term Loan 61,500 — 56,894 — Airnorth Debt 7,618 — 7,221 — Humberside Debt 335 — 335 — $ 561,124 $ — $ 505,038 $ — The carrying value is net of unamortized discount as follows (in thousands): Successor December 31, 2020 March 31, 2020 PK Air Debt $ 10,354 $ 12,620 Macquarie Debt 8,257 11,063 7.750% Senior Notes 5,418 — Lombard Debt 23,214 26,372 Airnorth Debt 213 605 Total unamortized debt discount $ 47,456 $ 50,660 |
SHARE-BASED COMPENSATION AND _2
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of components of net periodic pension cost | The components of net periodic pension cost (benefit) other than the service cost component are included in other income (expense), net on the Company’s condensed consolidated statements of operations. The following table provides a detail of the components of net periodic pension cost (benefit) (in thousands): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Service cost for benefits earned during the period $ 109 $ 106 $ 52 Interest cost on pension benefit obligation 839 1,658 958 Expected return on assets (1,161) (2,314) (1,315) Prior service costs — — 12 Amortization of unrecognized losses — — 676 Net periodic pension cost $ (213) $ (550) $ 383 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Service cost for benefits earned during the period $ 704 $ 106 $ 363 Interest cost on pension benefit obligation 5,415 1,658 6,676 Expected return on assets (7,501) (2,314) (9,161) Prior service costs — — 81 Amortization of unrecognized losses — — 4,713 Net periodic pension cost $ (1,382) $ (550) $ 2,672 |
STOCKHOLDERS' INVESTMENT, EAR_2
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of earnings per share, basic and diluted | Diluted earnings per common share excludes options to purchase common shares and restricted stock 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 share and per share amounts): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Net loss: Net loss attributable to Bristow Group Inc. $ (57,121) $ (152,512) $ (504,194) Less: PIK dividends (1) — (10,313) — Loss available to common stockholders – basic and diluted $ (57,121) $ (162,825) $ (504,194) Shares: Weighted average number of common shares outstanding – basic 28,944,908 11,235,535 35,918,916 Net effect of dilutive stock options and restricted stock — — — Weighted average number of common shares outstanding – diluted (2) (3) 28,944,908 11,235,535 35,918,916 Loss per common share - basic $ (1.97) $ (14.49) $ (14.04) Loss per common share - diluted $ (1.97) $ (14.49) $ (14.04) Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Income (loss): Net income (loss) attributable to Bristow Group Inc. $ (13,506) $ (152,512) $ (836,414) Less: PIK dividends (1) (12,039) (10,313) — Plus: Deemed contribution from conversion of preferred stock 144,986 — — Income available to common stockholders – basic 119,441 (162,825) (836,414) Less: Preferred stock adjustments (3,377) — — Income available to common stockholders – diluted $ 116,064 $ (162,825) $ (836,414) Shares: Weighted average number of common shares outstanding – basic 23,178,914 11,235,535 35,918,916 Net effect of dilutive stock options and restricted stock 9,196,618 — — Weighted average number of common shares outstanding – diluted (2) (3) 32,375,532 11,235,535 35,918,916 Earnings (loss) per common share - basic $ 5.15 $ (14.49) $ (23.29) Earnings (loss) per common share - diluted $ 3.58 $ (14.49) $ (23.29) ___________________________ (1) See Note 7 for further discussion on PIK dividends. (2) Excludes weighted average common shares of 1,275,170 for each of the three and nine months ended December 31, 2020 (Successor), and 3,929,274 and 3,822,563 for the one and seven months ended October 31, 2019 (Predecessor), respectively, for certain share awards as the effect of their inclusion would have been antidilutive. The Old Bristow Preferred Stock is not included on an if-converted basis under diluted earnings per common share as the conversion of the shares would have been anti-dilutive. Diluted loss per common share equals basic loss per common share for the two months ended December 31, 2019 (Successor), as diluted loss per common share cannot be higher than basic loss per common share (3) Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Old Bristow’s 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the 2019 periods reflected, because to do so would have been anti-dilutive. |
Schedule of accumulated other comprehensive income (loss) | The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands): Successor Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 2020 $ (16,440) $ 6,389 $ 1,410 $ (8,641) Other comprehensive income (loss) before reclassification 46,190 — (5,226) 40,964 Reclassified from accumulated other comprehensive income — — 1,830 1,830 Net current period other comprehensive income (loss) 46,190 — (3,396) 42,794 Foreign exchange rate impact (621) 621 — — Balance as of December 31, 2020 $ 29,129 $ 7,010 $ (1,986) $ 34,153 __________________________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. (2) Reclassification of amounts related to cash flow hedges were included as direct costs. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of revenue by segment | The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s condensed consolidated financial statements (in thousands): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Region revenues Europe Caspian $ 159,415 $ 115,930 $ 60,196 Africa 25,325 30,625 15,215 Americas 100,152 40,624 21,835 Asia Pacific 21,350 13,600 8,462 Corporate and other 3,655 145 119 Total region revenues (1) $ 309,897 $ 200,924 $ 105,827 _________________________________________________ (1) The above table represents disaggregated revenue from contracts with customers except for the following (in thousands): Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Region revenues not from contracts with customers: Europe Caspian $ 118 $ 219 $ 104 Americas 5,839 5,845 2,661 Asia Pacific 21 52 — Corporate and other 83 — 31 Total region revenues not from contracts with customers $ 6,061 $ 6,116 $ 2,796 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Region revenues from external customers: Europe Caspian $ 491,328 $ 115,930 $ 428,660 Africa 80,103 30,625 111,896 Americas 254,627 40,624 140,551 Asia Pacific 54,720 13,600 75,722 Corporate and other 3,952 145 394 Total region revenues (1) $ 884,730 $ 200,924 $ 757,223 _________________________________________________ (1) The above table represents disaggregated revenues from contracts with customers except for the following (in thousands): Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Revenues not from contracts with customers: Europe Caspian $ 808 $ 219 $ 726 Americas 23,865 5,845 18,627 Asia Pacific 178 52 191 Corporate and other 2,390 — — Total region revenues not from contracts with customers $ 27,241 $ 6,116 $ 19,544 |
Operating Performance and Total Assets by Segment | Three Months Ended December 31, 2020 Two Months Ended One Month Ended Successor Predecessor Earnings from unconsolidated affiliates, net of losses: Europe Caspian $ — 120 $ — Americas 896 1,379 3,609 Total earnings from unconsolidated affiliates, net of losses $ 896 1,499 $ 3,609 Region operating income (loss): Europe Caspian $ 11,916 $ 1,869 $ 3,112 Africa (1,407) 2,910 2,982 Americas (29,235) 8,596 6,296 Asia Pacific 717 (2,885) (1,371) Corporate and other (22,530) (12,221) (9,621) Gain (loss) on disposal of assets 1,951 (154) 249 Total consolidated operating income (loss) $ (38,588) $ (1,885) $ 1,647 Region depreciation and amortization: Europe Caspian $ 7,904 $ 6,019 $ 3,321 Africa 1,214 1,342 831 Americas 4,788 1,586 2,184 Asia Pacific 1,948 1,792 772 Corporate and other 2,077 1,187 1,114 Total consolidated depreciation and amortization $ 17,931 $ 11,926 $ 8,222 Nine Months Ended December 31, 2020 Two Months Ended Seven Months Ended Successor Predecessor Earnings from unconsolidated affiliates, net of losses: Europe Caspian $ (19) $ 120 $ 168 Americas 841 1,379 6,100 Corporate and other — — 321 Total earnings from unconsolidated affiliates, net of losses $ 822 $ 1,499 $ 6,589 Consolidated operating income (loss): Europe Caspian $ 58,842 $ 1,869 $ 26,143 Africa (10,348) 2,910 17,255 Americas (26,049) 8,596 13,391 Asia Pacific 3,724 (2,885) (33,653) Corporate and other (100,291) (12,221) (101,559) Gain (loss) on disposal of assets (1,000) (154) (3,768) Total consolidated operating income (loss) $ (75,122) $ (1,885) $ (82,191) Depreciation and amortization: Europe Caspian $ 24,196 $ 6,019 $ 28,155 Africa 3,815 1,342 10,829 Americas 12,841 1,586 16,654 Asia Pacific 6,002 1,792 7,463 Corporate and other 5,970 1,187 7,763 Total depreciation and amortization $ 52,824 $ 11,926 $ 70,864 Successor December 31, 2020 March 31, 2020 Identifiable assets: Europe Caspian $ 1,261,934 $ 1,096,022 Africa 195,998 235,165 Americas 455,392 319,015 Asia Pacific 84,614 166,229 Corporate and other (2) 137,844 128,830 Total identifiable assets $ 2,135,782 $ 1,945,261 Investments in unconsolidated affiliates: Europe Caspian $ 668 $ 575 Americas 4,700 76,483 Total investments in unconsolidated affiliates $ 5,368 $ 77,058 _______________________ (2) Includes $7.4 million and $7.8 million of construction in progress within property and equipment on the Company’s condensed consolidated balance sheets as of December 31 and March 31, 2020 (Successor), respectively, which primarily represents aircraft deposits, aircraft modifications and other miscellaneous equipment, tooling and building improvements currently in progress. |
BASIS OF PRESENTATION, CONSOL_3
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2020 | Mar. 31, 2020 | Oct. 31, 2019 | Dec. 07, 2012 |
Debt Instrument [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.0001 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Allowance for doubtful accounts | $ 2 | $ 0.4 | ||
Senior Notes | 7.750% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 7.75% | 7.75% |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2020USD ($)director$ / shares | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Oct. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Jan. 24, 2020$ / shares |
Business Acquisition [Line Items] | ||||||
Number of directors | director | 8 | |||||
Number of directors designated by Bristow | director | 6 | |||||
Gain on bargain purchase | $ | $ 0 | $ 5,700 | $ 0 | $ 81,093 | ||
Era | ||||||
Business Acquisition [Line Items] | ||||||
Gain on bargain purchase | $ | $ 81,100 | |||||
Former Bristow stockholders | Combined Company Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 77.00% | |||||
Era Common Stockholders | Combined Company Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 23.00% | |||||
Era | ||||||
Business Acquisition [Line Items] | ||||||
Price per share (in USD per share) | $ / shares | $ 5.16 | $ 8.59 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Acquisition Date Fair Value (Details) - Era $ in Thousands | Jun. 11, 2020USD ($) |
Business Acquisition [Line Items] | |
Total purchase price | $ 108,735 |
Fair value of redeemable noncontrolling interest | 1,501 |
Total fair value of Era | 110,236 |
Common stock | |
Business Acquisition [Line Items] | |
Fair value of stock transferred | 106,440 |
Accelerated stock awards | |
Business Acquisition [Line Items] | |
Fair value of stock transferred | 2,067 |
Exchanged stock awards | |
Business Acquisition [Line Items] | |
Fair value of stock transferred | $ 228 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Fair Value of Assets and Liabilities (Details) - Era $ in Thousands | Jun. 11, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 120,236 |
Accounts receivable from non-affiliates | 35,079 |
Prepaid expenses and other current assets | 17,598 |
Inventories | 8,826 |
Property and equipment | 223,256 |
Right-of-use assets | 8,395 |
Other assets | 14,792 |
Total assets acquired | 428,182 |
Accounts payable | 9,686 |
Accrued wages, benefits and related taxes | 8,319 |
Income taxes payable | 1,791 |
Deferred revenue | 236 |
Current portion of operating lease liabilities | 1,711 |
Other accrued liabilities | 18,474 |
Short-term borrowings and current maturities of long-term debt | 17,485 |
Long-term debt, less current maturities | 136,704 |
Other liabilities and deferred credits | 1,404 |
Deferred taxes | 34,198 |
Long-term operating lease liabilities | 6,845 |
Total liabilities and redeemable noncontrolling interest assumed | 236,853 |
Net assets acquired | $ 191,329 |
BUSINESS COMBINATIONS - Sched_3
BUSINESS COMBINATIONS - Schedule of Pro Forma Consolidated Financial Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | |
Era | ||||
Business Acquisition [Line Items] | ||||
Total revenues | $ 240,909 | $ 309,897 | $ 919,860 | |
Net loss | (135,096) | (55,059) | (59,666) | |
Net loss attributable to Bristow Group Inc. | $ (134,968) | $ (54,920) | (59,301) | |
Lider | ||||
Business Acquisition [Line Items] | ||||
Impairment of investment in unconsolidated affiliates | $ 18,700 | $ 18,700 |
BUSINESS COMBINATIONS - Sched_4
BUSINESS COMBINATIONS - Schedule of Acquisition Revenue and Net Loss (Details) - Era - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 47,272 | $ 97,949 |
Net income (loss) | $ 2,800 | $ (2,448) |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment Acquisitions (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Oct. 31, 2019USD ($)aircraft | Dec. 31, 2019USD ($)aircraft | Dec. 31, 2020USD ($)aircraft | Oct. 31, 2019USD ($)aircraft | Dec. 31, 2020USD ($)aircraft | |
Property, Plant and Equipment [Line Items] | |||||
Number of aircraft delivered | aircraft | 1 | 2 | 0 | 2 | 0 |
Capital expenditures | $ 15,624 | $ 32,142 | $ 3,860 | $ 41,574 | $ 11,232 |
SAR aircraft | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of aircraft delivered | aircraft | 1 | 2 | 0 | 2 | 0 |
Aircraft and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Capital expenditures | $ 15,624 | $ 32,109 | $ 3,564 | $ 38,386 | $ 10,612 |
Land and buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Capital expenditures | $ 0 | $ 33 | $ 296 | $ 3,188 | $ 620 |
PROPERTY AND EQUIPMENT - Prop_2
PROPERTY AND EQUIPMENT - Property and Equipment Disposals (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Oct. 31, 2019USD ($)aircraft | Dec. 31, 2019USD ($)aircraft | Dec. 31, 2020USD ($)aircraft | Oct. 31, 2019USD ($)aircraft | Dec. 31, 2020USD ($)aircraft | |
Property, Plant and Equipment [Abstract] | |||||
Number of aircraft sold or disposed of | aircraft | 0 | 0 | 14 | 3 | 46 |
Proceeds from sale or disposal of assets | $ 311 | $ 204 | $ 14,361 | $ 5,314 | $ 66,501 |
Gain (loss) from sale or disposal of assets | 249 | (154) | 1,951 | (3,768) | (1,000) |
Fresh-start accounting adjustment | 768,630 | $ 0 | $ 0 | 768,630 | $ 0 |
Property and equipment fair value | $ 931,700 | $ 931,700 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) $ in Millions | 9 Months Ended |
Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Abstract] | |
Impairment of equipment and inventory items | $ 12.4 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) | 9 Months Ended | |
Dec. 31, 2020USD ($)contract | Mar. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Types of contracts | contract | 2 | |
Revenue recognized | $ 3,200,000 | |
Contract with customer, liability | 7,400,000 | $ 4,900,000 |
Contract with customer, asset, after allowance for credit loss | $ 0 | 0 |
Low | ||
Disaggregation of Revenue [Line Items] | ||
Period of service | 1 year | |
Invoicing payment due period | 30 days | |
Contract termination notice period | 30 days | |
High | ||
Disaggregation of Revenue [Line Items] | ||
Period of service | 5 years | |
Invoicing payment due period | 60 days | |
Contract termination notice period | 365 days | |
Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable | $ 187,100,000 | $ 148,300,000 |
REVENUES - Schedule of Revenue
REVENUES - Schedule of Revenue from third party customers (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |||||
Revenues from contracts with customers | $ 103,031 | $ 194,808 | $ 303,836 | $ 737,679 | $ 857,489 |
Total other revenues | 2,796 | 6,116 | 6,061 | 19,544 | 27,241 |
Total revenues | $ 105,827 | $ 200,924 | $ 309,897 | $ 757,223 | $ 884,730 |
REVENUES - Remaining Performanc
REVENUES - Remaining Performance Obligations Total (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 1,118,559 |
Helicopter contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | 1,117,814 |
Fixed-wing contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 745 |
REVENUES - Remaining Performa_2
REVENUES - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 1,118,559 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 136,920 |
Remaining performance obligation, expected timing | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 295,213 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 217,609 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 182,110 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 286,707 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 1,117,814 |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 136,274 |
Remaining performance obligation, expected timing | 3 months |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 295,114 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 217,609 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 182,110 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 286,707 |
Remaining performance obligation, expected timing | 1 year |
Fixed-wing contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 745 |
Fixed-wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 646 |
Remaining performance obligation, expected timing | 3 months |
Fixed-wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 99 |
Remaining performance obligation, expected timing | 1 year |
Fixed-wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
Fixed-wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
Fixed-wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
VARIABLE INTEREST ENTITIES AN_3
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - VIE Narrative (Details) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020affiliates | |
Variable Interest Entity [Line Items] | ||
Number of variable interest entities | 6 | |
BNAS Holdings | VIE, primary beneficiary | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage in Variable Interest Entity | 49.00% | |
BNAS | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage in Variable Interest Entity | 100.00% | |
Bristow Aviation Holdings Limited | VIE, primary beneficiary | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage in Variable Interest Entity | 49.00% | |
Bristow Helicopters Nigeria Ltd | VIE, primary beneficiary | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage in Variable Interest Entity | 48.00% | |
Pan African Airlines Nigeria Ltd | VIE, primary beneficiary | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage in Variable Interest Entity | 50.17% | |
European Union (“EU”) National | BNAS Holdings | VIE, primary beneficiary | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage in Variable Interest Entity | 51.00% | |
Impigra Aviation Holdings Limited | Bristow Aviation Holdings Limited | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage in Variable Interest Entity | 51.00% | |
Nigerian Company | Bristow Helicopters Nigeria Ltd | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage in Variable Interest Entity | 50.00% | |
Nigerian Employees | Nigerian Company | ||
Variable Interest Entity [Line Items] | ||
Noncontrolling ownership percentage | 100.00% | 100.00% |
Employee Trust Fund | Bristow Helicopters Nigeria Ltd | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage in Variable Interest Entity | 2.00% |
VARIABLE INTEREST ENTITIES AN_4
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Statements of Operations of VIEs (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Oct. 31, 2019 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||||||
Revenues | $ 105,827 | $ 200,924 | $ 309,897 | $ 757,223 | $ 884,730 | ||
Net loss | (504,199) | (152,543) | (57,260) | $ (162,919) | $ (169,088) | (836,206) | (13,849) |
VIE, primary beneficiary | Bristow Aviation Holdings Limited | |||||||
Variable Interest Entity [Line Items] | |||||||
Revenues | 91,324 | 172,174 | 220,162 | 663,047 | 669,013 | ||
Operating income (loss) | 47,917 | (10,657) | (116) | 45,505 | 276,610 | ||
Net loss | $ (112,587) | $ (62,845) | $ (84,302) | $ (193,867) | $ 36,905 |
VARIABLE INTEREST ENTITIES AN_5
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Balance Sheets of VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Variable Interest Entity [Line Items] | ||
Total assets | $ 2,135,782 | $ 1,945,261 |
Total liabilities | 1,155,278 | 1,369,260 |
VIE, primary beneficiary | Bristow Aviation Holdings Limited | ||
Variable Interest Entity [Line Items] | ||
Total assets | 1,114,656 | 1,030,096 |
Total liabilities | $ 749,440 | $ 3,792,617 |
VARIABLE INTEREST ENTITIES AN_6
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Other Significant Affiliates - Unconsolidated (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated affiliates | $ 5,368 | $ 5,368 | $ 77,058 | |
Cougar | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Voting interest | 25.00% | 25.00% | ||
Economic interest | 40.00% | 40.00% | ||
Impairment of investment in unconsolidated affiliates | $ 51,900 | |||
Cougar | Fair Value | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated affiliates | 4,700 | $ 4,700 | ||
Cougar | Carrying Value | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated affiliates | 56,600 | 56,600 | ||
Petroleum Air Services | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated affiliates | $ 33,000 | $ 33,000 | $ 33,000 | |
Ownership percentage in unconsolidated affiliates | 25.00% | 25.00% | ||
Lider | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Impairment of investment in unconsolidated affiliates | $ 18,700 | $ 18,700 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 07, 2012 |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 616,437 | $ 561,124 | ||
Less short-term borrowings and current maturities of long-term debt | (48,069) | (45,739) | ||
Total long-term debt | 568,368 | 515,385 | ||
Secured Debt | PK Air Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 193,516 | 207,326 | ||
Secured Debt | Macquarie Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 143,771 | 148,165 | ||
Secured Debt | Lombard Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 146,052 | 136,180 | ||
Secured Debt | Airnorth Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 6,189 | 7,618 | ||
Secured Debt | Humberside Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 327 | 335 | ||
Senior Notes | 7.750% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 126,582 | 0 | ||
Total long-term debt | $ 136,800 | |||
Stated interest rate | 7.75% | 7.75% | ||
Senior Notes | 7.750% Senior Notes | Era | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 142,000 | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 0 | $ 61,500 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Aug. 18, 2020USD ($) | Jun. 11, 2020USD ($) | Dec. 07, 2012USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2010promissoryNote | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Apr. 17, 2018subsidiary | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 5,629,000 | $ 366,750,000 | $ 126,231,000 | |||||||||
Total long-term debt | $ 568,368,000 | 568,368,000 | $ 515,385,000 | |||||||||
Long-term debt | 616,437,000 | 616,437,000 | 561,124,000 | |||||||||
Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of promissory notes | promissoryNote | 2 | |||||||||||
Secured Debt | PK Air Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 5,400,000 | 16,100,000 | ||||||||||
Long-term debt | 193,516,000 | 193,516,000 | 207,326,000 | |||||||||
Secured Debt | Macquarie Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 2,400,000 | 7,200,000 | ||||||||||
Long-term debt | 143,771,000 | 143,771,000 | 148,165,000 | |||||||||
Secured Debt | Lombard Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 3,300,000 | 9,400,000 | ||||||||||
Long-term debt | 146,052,000 | 146,052,000 | 136,180,000 | |||||||||
Secured Debt | Promissory Note One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 12,700,000 | |||||||||||
Long-term debt, gross | $ 19,000,000 | |||||||||||
Secured Debt | Promissory Note Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 4,000,000 | |||||||||||
Long-term debt, gross | $ 5,900,000 | |||||||||||
Senior Notes | 7.750% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 12,200,000 | $ 12,200,000 | ||||||||||
Stated interest rate | 7.75% | 7.75% | 7.75% | |||||||||
Face amount | $ 200,000,000 | |||||||||||
Proceeds from issuance of long-term debt | $ 191,900,000 | |||||||||||
Total long-term debt | $ 136,800,000 | |||||||||||
Repurchased debt | $ 12,100,000 | $ 12,100,000 | ||||||||||
Percentage of principal amount redeemed | 97.50% | 97.50% | ||||||||||
Interest expense, debt | $ 400,000 | $ 400,000 | ||||||||||
Loss on extinguishment of debt | 200,000 | 200,000 | ||||||||||
Long-term debt | 126,582,000 | 126,582,000 | 0 | |||||||||
Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 61,500,000 | |||||||||||
Long-term debt | 0 | 0 | $ 61,500,000 | |||||||||
Prepayment of premium | $ 600,000 | |||||||||||
Line of Credit | ABL Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | 0 | 0 | ||||||||||
Number of borrowers | subsidiary | 2 | |||||||||||
Line of credit increase, last in, last out tranche | $ 5,000,000 | |||||||||||
Maximum borrowing capacity | 80,000,000 | |||||||||||
Maximum borrowing capacity increase | $ 115,000,000 | |||||||||||
ABR Rate | Line of Credit | ABL Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.50% | |||||||||||
ABR Rate | Line of Credit | Asset Backed Revolving Credit Facility, Swingline Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.50% | |||||||||||
LIBOR or NIBOR | Line of Credit | ABL Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 3.50% | |||||||||||
Letter of Credit | Line of Credit | ABL Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 14,200,000 | $ 14,200,000 |
FAIR VALUE DISCLOSURES - Narrat
FAIR VALUE DISCLOSURES - Narrative (Details) $ in Thousands | Jun. 11, 2020USD ($)shares | Oct. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)shares | Oct. 31, 2019USD ($) | Dec. 31, 2020USD ($)shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of preferred stock derivative liability | $ | $ 15,400 | $ 0 | $ (133,315) | $ 0 | $ 0 | $ 15,416 |
Settlement premium, internal rate of return | 17.00% | |||||
Multiple of invested capital | 2.1 | |||||
Paid-in-kind dividends, perpetual preferred | 10.00% | |||||
Make whole redemption percentage | 102.00% | |||||
Call right, conversion of preferred stock ratio (in shares) | 5.17962 | |||||
Stock repurchased (in shares) | 102,925 | 448,252 | ||||
New Preferred Stock | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Stock repurchased (in shares) | 98,784 | |||||
Common stock | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Stock repurchased (in shares) | 142,721 | |||||
Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Settlement premium, internal rate of return | 14.00% | |||||
Exit term | 6 years | 3 years | ||||
Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Settlement premium, internal rate of return | 17.00% | |||||
Exit term | 5 years | |||||
Risk Free Rate | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 0.0038 | |||||
Price Volatility | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 0.85 |
FAIR VALUE DISCLOSURES - Rollfo
FAIR VALUE DISCLOSURES - Rollforward of Preferred Stock Embedded Derivative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 286,182 | |
Change in fair value | (15,416) | |
Preferred stock shares conversion | (266,846) | |
Share repurchases | (3,920) | |
Ending balance | $ 286,182 | $ 0 |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Debt (Details) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 07, 2012 |
Senior Notes | 7.750% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate | 7.75% | 7.75% | |
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 616,437,000 | $ 561,124,000 | |
Carrying Value | Secured Debt | PK Air Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 193,516,000 | 207,326,000 | |
Carrying Value | Secured Debt | Macquarie Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 143,771,000 | 148,165,000 | |
Carrying Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 146,052,000 | 136,180,000 | |
Carrying Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 6,189,000 | 7,618,000 | |
Carrying Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 327,000 | 335,000 | |
Carrying Value | Senior Notes | 7.750% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 126,582,000 | ||
Carrying Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 61,500,000 | ||
Level 1 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | PK Air Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Macquarie Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Senior Notes | 7.750% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | ||
Level 1 | Fair Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | ||
Level 2 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 657,729,000 | 505,038,000 | |
Level 2 | Fair Value | Secured Debt | PK Air Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 205,137,000 | 180,290,000 | |
Level 2 | Fair Value | Secured Debt | Macquarie Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 152,198,000 | 138,133,000 | |
Level 2 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 161,293,000 | 122,165,000 | |
Level 2 | Fair Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 6,350,000 | 7,221,000 | |
Level 2 | Fair Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 327,000 | 335,000 | |
Level 2 | Fair Value | Senior Notes | 7.750% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 132,424,000 | ||
Level 2 | Fair Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 56,894,000 | ||
Level 3 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | PK Air Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Macquarie Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Senior Notes | 7.750% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 0 | ||
Level 3 | Fair Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 0 |
FAIR VALUE DISCLOSURES - Schedu
FAIR VALUE DISCLOSURES - Schedule of Unamortized Debt Discount (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 07, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | $ 47,456 | $ 50,660 | |
PK Air Debt | Secured Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | 10,354 | 12,620 | |
Macquarie Debt | Secured Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | 8,257 | 11,063 | |
7.750% Senior Notes | Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | $ 5,418 | 0 | |
Stated interest rate | 7.75% | 7.75% | |
Lombard Debt | Secured Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | $ 23,214 | 26,372 | |
Airnorth Debt | Secured Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | $ 213 | $ 605 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | Dec. 31, 2020USD ($)helicopter |
Other Commitments [Line Items] | |
Additional helicopters | helicopter | 10 |
Aircraft | |
Other Commitments [Line Items] | |
Purchase obligations | $ 88.8 |
Deposits paid on options not yet exercised | 1.3 |
Unrecorded unconditional purchase obligation balance sheet amount related to liquidated damage | 2.1 |
Other Commitments | |
Other Commitments [Line Items] | |
Purchase obligations | $ 24.6 |
AW189 Heavy Helicopters | |
Other Commitments [Line Items] | |
Number of helicopters | helicopter | 3 |
AW169 Light Twin Helicopters | |
Other Commitments [Line Items] | |
Number of helicopters | helicopter | 5 |
TAXES (Details)
TAXES (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 2.70% | (8.20%) | (30.70%) | 5.80% | 383.40% |
Provision for income taxes | $ (13,889) | $ 11,600 | $ 13,447 | $ (51,178) | $ 18,736 |
SHARE-BASED COMPENSATION AND _3
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 11, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 2.2 | $ 9.4 | ||
Expected employer contributions | $ 17.6 | 17.6 | ||
Employer contributions | $ 11.6 | |||
Restricted Preferred Stock | Management Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 188,210 | |||
Restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 413,035 | |||
Restricted stock awards | Management Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 656,617 | 312,606 | ||
Shares vested (in shares) | 73,131 | |||
Shares forfeited (in shares) | 227,884 | |||
Restricted stock awards | 2012 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares consolidated from Era Group (in shares) | 151,768 | |||
Restricted stock awards | Annual Director Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 44,946 | |||
Grant date fair value (in dollars per share) | $ 15.76 | $ 15.76 | ||
Performance restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 161,668 | |||
Vesting period | 3 years | |||
Performance restricted stock | Period One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 150,001 | |||
Grant date fair value (in dollars per share) | 7.73 | $ 7.73 | ||
Performance restricted stock | Period Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 11,667 | |||
Grant date fair value (in dollars per share) | 24.54 | $ 24.54 | ||
Non-performance Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 206,421 | |||
Grant date fair value (in dollars per share) | $ 19.41 | $ 19.41 | ||
Preferred Stock Options | Management Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 113,081 | |||
Common Stock Options | Management Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 265,049 | |||
Options vested (in shares) | 48,448 | |||
Options forfeited (in shares) | 151,307 | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 161,668 | |||
Options forfeited (in shares) | 145,263 | |||
Vesting period | 3 years | |||
Stock options | Period One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 150,001 | |||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 10.99 | |||
Stock options | Period Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 11,667 | |||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 14.56 | |||
Stock options | Management Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 433,283 |
SHARE-BASED COMPENSATION AND _4
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS - Components of Net Periodic Pension Cost (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |||||
Service cost for benefits earned during the period | $ 52 | $ 106 | $ 109 | $ 363 | $ 704 |
Interest cost on pension benefit obligation | 958 | 1,658 | 839 | 6,676 | 5,415 |
Expected return on assets | (1,315) | (2,314) | (1,161) | (9,161) | (7,501) |
Prior service costs | 12 | 0 | 0 | 81 | 0 |
Amortization of unrecognized losses | 676 | 0 | 0 | 4,713 | 0 |
Net periodic pension cost | $ 383 | $ (550) | $ (213) | $ 2,672 | $ (1,382) |
STOCKHOLDERS' INVESTMENT, EAR_3
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Narrative (Details) - USD ($) | Jun. 11, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 16, 2020 | Jun. 10, 2020 | Mar. 31, 2020 | Oct. 31, 2019 | |
Class of Stock [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 29,710,476 | 29,710,476 | 11,092,845 | 11,235,566 | ||||
Mezzanine equity, initial fair value | $ 618,900,000 | |||||||
Derivative liability | 470,300,000 | |||||||
Mezzanine equity, fair value | 148,600,000 | |||||||
Common stock | [1] | $ 303,000 | $ 303,000 | $ 1,000 | ||||
Preferred stock, shares issued (in shares) | 6,725,798 | |||||||
Conversion rate of stock (in shares) | 5.179562 | |||||||
Common stock, shares issued (in shares) | 30,882,471 | 11,092,845 | ||||||
Preferred stock, shares outstanding (in shares) | 6,725,798 | |||||||
Stock repurchase program, authorized amount | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | |||||
Stock repurchased (in shares) | 102,925 | 448,252 | ||||||
Stock repurchased during period | $ 2,400,000 | $ 10,000,000 | ||||||
Stock repurchased during period (in dollars per share) | $ 23.49 | $ 22.29 | ||||||
Stock repurchase program, remaining authorized repurchase amount | $ 65,000,000 | $ 65,000,000 | ||||||
Restricted Stock Awards | ||||||||
Class of Stock [Line Items] | ||||||||
Shares canceled (in shares) | 217,899 | |||||||
Shares vested, accelerated (in shares) | 145,604 | |||||||
Stock options | ||||||||
Class of Stock [Line Items] | ||||||||
Options canceled (in shares) | 145,263 | |||||||
Legacy Bristow stockholders | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares issued (in shares) | 24,195,693 | |||||||
Carrying amount | ||||||||
Class of Stock [Line Items] | ||||||||
Derivative liability | 270,800,000 | |||||||
Common stock | $ 270,700,000 | |||||||
[1] | Share information displayed as of March 31, 2020 does not take into account the impact of the Merger. |
STOCKHOLDERS' INVESTMENT, EAR_4
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | ||||||
Net income (loss) attributable to Bristow Group Inc. | $ (504,194) | $ (152,512) | $ (57,121) | $ (836,414) | $ (13,506) | |
Less: PIK dividends | 0 | (10,313) | 0 | 0 | (12,039) | |
Plus: Deemed contribution from conversion of preferred stock | 0 | 0 | 144,986 | |||
Income (loss) available to common stockholders, basic | (504,194) | (162,825) | (57,121) | (836,414) | 119,441 | |
Less: Preferred stock adjustments | 0 | 0 | (3,377) | |||
Income available to common stockholders – diluted | $ (504,194) | $ (162,825) | $ (57,121) | $ (836,414) | $ 116,064 | |
Weighted average number of common shares outstanding – basic (in shares) | [1] | 35,918,916 | 11,235,535 | 28,944,908 | 35,918,916 | 23,178,914 |
Net effect of dilutive stock options and restricted stock (in shares) | 0 | 0 | 0 | 0 | 9,196,618 | |
Weighted average number of common shares outstanding – diluted (in shares) | [1] | 35,918,916 | 11,235,535 | 28,944,908 | 35,918,916 | 32,375,532 |
Earnings (loss) per common share - basic (in dollars per share) | [1] | $ (14.04) | $ (14.49) | $ (1.97) | $ (23.29) | $ 5.15 |
Earnings (loss) per common share - diluted (in dollars per share) | [1] | $ (14.04) | $ (14.49) | $ (1.97) | $ (23.29) | $ 3.58 |
4½% Convertible Senior Notes due 2023 | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.50% | 4.50% | ||||
Stock Options and Restricted Stock | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average common shares excluded from computation (in shares) | 3,929,274 | 1,275,170 | 3,822,563 | 1,275,170 | ||
[1] | See Note 11 to the condensed consolidated financial statements for details on income (loss) per share and weighted average common shares outstanding. |
STOCKHOLDERS' INVESTMENT, EAR_5
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | $ 481,162 | $ 473 | $ 1,010,059 | $ 812,367 | $ 426,216 |
Foreign exchange rate impact | 18,387 | 8,253 | 27,713 | 22,952 | 46,199 |
Ending balance | 473 | 149,855 | 979,051 | 473 | 979,051 |
Currency Translation Adjustments | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | (16,440) | ||||
Other comprehensive income (loss) before reclassification | 46,190 | ||||
Reclassified from accumulated other comprehensive income | 0 | ||||
Total comprehensive income (loss) | 46,190 | ||||
Foreign exchange rate impact | (621) | ||||
Ending balance | 29,129 | 29,129 | |||
Pension Liability Adjustments | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | 6,389 | ||||
Other comprehensive income (loss) before reclassification | 0 | ||||
Reclassified from accumulated other comprehensive income | 0 | ||||
Total comprehensive income (loss) | 0 | ||||
Foreign exchange rate impact | 621 | ||||
Ending balance | 7,010 | 7,010 | |||
Unrealized gain (loss) on cash flow hedges | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | 1,410 | ||||
Other comprehensive income (loss) before reclassification | (5,226) | ||||
Reclassified from accumulated other comprehensive income | 1,830 | ||||
Total comprehensive income (loss) | (3,396) | ||||
Ending balance | (1,986) | (1,986) | |||
Total | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | (321,802) | 0 | 7,680 | (327,989) | (8,641) |
Other comprehensive income (loss) before reclassification | 40,964 | ||||
Reclassified from accumulated other comprehensive income | 1,830 | ||||
Total comprehensive income (loss) | 42,794 | ||||
Ending balance | $ 0 | $ 7,349 | $ 34,153 | $ 0 | $ 34,153 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 9 Months Ended |
Dec. 31, 2020segmentregion | |
Segment Reporting [Abstract] | |
Number of operating segments | segment | 1 |
Number of regions | region | 4 |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Segment (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Revenues by region | $ 105,827 | $ 200,924 | $ 309,897 | $ 757,223 | $ 884,730 |
Revenue by region not from contracts with customers | 2,796 | 6,116 | 6,061 | 19,544 | 27,241 |
Corporate and other | |||||
Segment Reporting Information [Line Items] | |||||
Revenues by region | 119 | 145 | 3,655 | 394 | 3,952 |
Revenue by region not from contracts with customers | 31 | 0 | 83 | 0 | 2,390 |
Europe Caspian | Reportable Geographical Components | |||||
Segment Reporting Information [Line Items] | |||||
Revenues by region | 60,196 | 115,930 | 159,415 | 428,660 | 491,328 |
Revenue by region not from contracts with customers | 104 | 219 | 118 | 726 | 808 |
Africa | Reportable Geographical Components | |||||
Segment Reporting Information [Line Items] | |||||
Revenues by region | 15,215 | 30,625 | 25,325 | 111,896 | 80,103 |
Americas | Reportable Geographical Components | |||||
Segment Reporting Information [Line Items] | |||||
Revenues by region | 21,835 | 40,624 | 100,152 | 140,551 | 254,627 |
Revenue by region not from contracts with customers | 2,661 | 5,845 | 5,839 | 18,627 | 23,865 |
Asia Pacific | Reportable Geographical Components | |||||
Segment Reporting Information [Line Items] | |||||
Revenues by region | 8,462 | 13,600 | 21,350 | 75,722 | 54,720 |
Revenue by region not from contracts with customers | $ 0 | $ 52 | $ 21 | $ 191 | $ 178 |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Performance and Total Assets by Segment (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | $ 3,609 | $ 1,499 | $ 896 | $ 6,589 | $ 822 | |
Gain (loss) on disposal of assets | 249 | (154) | 1,951 | (3,768) | (1,000) | |
Operating income (loss) | 1,647 | (1,885) | (38,588) | (82,191) | (75,122) | |
Depreciation and amortization expense | 8,222 | 11,926 | 17,931 | 70,864 | 52,824 | |
Assets | 2,135,782 | 2,135,782 | $ 1,945,261 | |||
Total investments in unconsolidated affiliates - equity method | 5,368 | 5,368 | 77,058 | |||
Construction in progress within property and equipment | 7,400 | 7,400 | 7,800 | |||
Corporate and other | ||||||
Segment Reporting Information [Line Items] | ||||||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | 0 | 321 | 0 | |||
Operating income (loss) | (9,621) | (12,221) | (22,530) | (101,559) | (100,291) | |
Depreciation and amortization expense | 1,114 | 1,187 | 2,077 | 7,763 | 5,970 | |
Assets | 137,844 | 137,844 | 128,830 | |||
Europe Caspian | Reportable Geographical Components | ||||||
Segment Reporting Information [Line Items] | ||||||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | 0 | 120 | 0 | 168 | (19) | |
Operating income (loss) | 3,112 | 1,869 | 11,916 | 26,143 | 58,842 | |
Depreciation and amortization expense | 3,321 | 6,019 | 7,904 | 28,155 | 24,196 | |
Assets | 1,261,934 | 1,261,934 | 1,096,022 | |||
Total investments in unconsolidated affiliates - equity method | 668 | 668 | 575 | |||
Africa | Reportable Geographical Components | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating income (loss) | 2,982 | 2,910 | (1,407) | 17,255 | (10,348) | |
Depreciation and amortization expense | 831 | 1,342 | 1,214 | 10,829 | 3,815 | |
Assets | 195,998 | 195,998 | 235,165 | |||
Americas | Reportable Geographical Components | ||||||
Segment Reporting Information [Line Items] | ||||||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | 3,609 | 1,379 | 896 | 6,100 | 841 | |
Operating income (loss) | 6,296 | 8,596 | (29,235) | 13,391 | (26,049) | |
Depreciation and amortization expense | 2,184 | 1,586 | 4,788 | 16,654 | 12,841 | |
Assets | 455,392 | 455,392 | 319,015 | |||
Total investments in unconsolidated affiliates - equity method | 4,700 | 4,700 | 76,483 | |||
Asia Pacific | Reportable Geographical Components | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating income (loss) | (1,371) | (2,885) | 717 | (33,653) | 3,724 | |
Depreciation and amortization expense | $ 772 | $ 1,792 | 1,948 | $ 7,463 | 6,002 | |
Assets | $ 84,614 | $ 84,614 | $ 166,229 |