Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2019 | Nov. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Entity Registrant Name | Bristow Group Inc. | |
Entity Central Index Key | 0000073887 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 11,235,535 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue: | ||
Operating revenue from non-affiliates | $ 304,130 | $ 338,466 |
Operating revenue from affiliates | 12,446 | 11,295 |
Reimbursable revenue from non-affiliates | 16,600 | 16,907 |
Total consolidated revenue | 333,176 | 366,668 |
Operating expense: | ||
Direct cost | 257,759 | 280,051 |
Reimbursable expense | 16,134 | 15,904 |
Pre-petition restructuring charges | 13,476 | 0 |
Depreciation and amortization | 31,339 | 30,941 |
General and administrative | 34,770 | 40,101 |
Operating expense | 353,478 | 366,997 |
Loss on disposal of assets | (3,787) | (1,678) |
Earnings from unconsolidated affiliates, net of losses | 2,347 | (1,547) |
Operating loss | (21,742) | (3,554) |
Interest expense, net | (26,321) | (27,144) |
Reorganization items | (76,356) | 0 |
Loss on sale of subsidiaries | (56,303) | 0 |
Other expense, net | (3,873) | (3,950) |
Loss before benefit for income taxes | (184,595) | (34,648) |
Benefit for income taxes | 15,507 | 2,851 |
Net loss | (169,088) | (31,797) |
Net income attributable to noncontrolling interests | (158) | (67) |
Net loss attributable to Bristow Group | $ (169,246) | $ (31,864) |
Loss per common share: | ||
Basic (in dollars per share) | $ (4.71) | $ (0.89) |
Diluted (in dollars per share) | $ (4.71) | $ (0.89) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (169,088) | $ (31,797) |
Other comprehensive loss: | ||
Currency translation adjustments | 16,899 | (29,033) |
Unrealized gain on cash flow hedges, net of tax benefit of zero and $0.3 million, respectively | 474 | 1,348 |
Total comprehensive loss | (151,715) | (59,482) |
Net income attributable to noncontrolling interests | (158) | (67) |
Currency translation adjustments attributable to noncontrolling interests | (11) | (139) |
Total comprehensive income attributable to noncontrolling interests | (169) | (206) |
Total comprehensive loss attributable to Bristow Group | $ (151,884) | $ (59,688) |
CONDENSED CONSLIDATED STATEMENT
CONDENSED CONSLIDATED STATEMENTS OF COMPREHENSIVE LOSS (PARENTHETICAL) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Other Comprehensive Income [Abstract] | ||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax | $ 0 | $ 300 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 172,534 | $ 178,055 |
Restricted cash | 3,234 | 0 |
Accounts receivables from non-affiliates | 213,515 | 203,631 |
Accounts receivable from affiliates | 13,558 | 13,160 |
Inventories | 114,997 | 121,308 |
Assets held for sale | 1,675 | 5,350 |
Prepaid expenses and other current assets | 42,803 | 44,009 |
Total current assets | 562,316 | 565,513 |
Investment in unconsolidated affiliates | 120,494 | 118,203 |
Property and equipment – at cost: | ||
Land and buildings | 241,737 | 244,273 |
Aircraft and equipment | 2,427,435 | 2,497,622 |
Total property and equipment, at cost | 2,669,172 | 2,741,895 |
Less – Accumulated depreciation and amortization | (894,350) | (907,715) |
Total property and equipment, net | 1,774,822 | 1,834,180 |
Operating lease right-of-use assets | 187,961 | 0 |
Goodwill | 18,212 | 18,436 |
Other assets | 104,150 | 116,267 |
Total assets | 2,767,955 | 2,652,599 |
Current liabilities: | ||
Accounts payable | 85,894 | 99,573 |
Accrued wages, benefits and related taxes | 34,834 | 48,151 |
Income taxes payable | 11,762 | 3,646 |
Other accrued taxes | 6,932 | 6,729 |
Deferred revenue | 7,917 | 11,932 |
Accrued maintenance and repairs | 25,788 | 24,337 |
Accrued interest | 11,201 | 17,174 |
Current portion of operating lease liabilities | 90,946 | 0 |
Other accrued liabilities | 32,773 | 38,679 |
Short-term borrowings and current maturities of long-term debt | 892,092 | 1,418,630 |
Total current liabilities | 1,200,139 | 1,668,851 |
Long-term debt, less current maturities | 75,789 | 8,223 |
Accrued pension liabilities | 22,472 | 25,726 |
Other liabilities and deferred credits | 8,080 | 26,229 |
Deferred taxes | 84,075 | 111,203 |
Operating lease liabilities | 103,567 | 0 |
Liabilities not subject to compromise | 1,494,122 | 1,840,232 |
Liabilities subject to compromise | 617,991 | 0 |
Total Liabilities | 2,112,113 | 1,840,232 |
Commitments and contingencies (Note 8) | ||
Stockholders’ investment: | ||
Common stock, $.01 par value, authorized 90,000,000; outstanding: 35,918,916 as of June 30 and March 31 (exclusive of 1,291,441 treasury shares) | 386 | 386 |
Additional paid-in capital | 862,844 | 862,020 |
Retained earnings | 286,352 | 455,598 |
Accumulated other comprehensive loss | (310,627) | (327,989) |
Treasury shares, at cost (2,756,419 shares) | (184,796) | (184,796) |
Total Bristow Group stockholders’ investment | 654,159 | 805,219 |
Noncontrolling interests | 1,683 | 7,148 |
Total stockholders’ investment | 655,842 | 812,367 |
Total liabilities and stockholders’ investment | $ 2,767,955 | $ 2,652,599 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares outstanding | 35,918,916 | 35,918,916 |
Treasury stock, shares acquired, par value method | 1,291,441 | 1,291,441 |
Treasury stock, shares acquired, cost method | 2,756,419 | 2,756,419 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (169,088) | $ (31,797) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 31,339 | 30,941 |
Deferred income taxes | (19,115) | (6,776) |
Write off of deferred financing fees | 2,625 | 0 |
Discount amortization on long-term debt | 850 | 1,510 |
Reorganization expense, other | 60,853 | 0 |
Loss on disposal of assets | 3,787 | 1,678 |
Loss on sale of subsidiaries | 56,303 | 0 |
Deferral of lease payments | 285 | 1,568 |
Stock-based compensation | 824 | 1,692 |
Equity in earnings from unconsolidated affiliates less than (in excess of) dividends received | (697) | 2,957 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (19,856) | (19,833) |
Inventories | 968 | (1,496) |
Prepaid expenses and other assets | (4,720) | (1,729) |
Accounts payable | 2,621 | 3,385 |
Accrued liabilities | 26,394 | (21,845) |
Other liabilities and deferred credits | (10,135) | (4,374) |
Net cash used in operating activities | (36,762) | (44,119) |
Cash flows from investing activities: | ||
Capital expenditures | (7,439) | (8,895) |
Proceeds from asset dispositions | 3,204 | 7,774 |
Cash transferred in sale of subsidiaries, net of cash received | (22,878) | 0 |
Net cash used in investing activities | (27,113) | (1,121) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 75,585 | 387 |
Debt issuance costs | (10,016) | (2,378) |
Repayment of debt | (5,821) | (14,194) |
Partial prepayment of put/call obligation | 0 | (14) |
Issuance of common stock | 0 | 2,830 |
Repurchases for tax withholdings on vesting of equity awards | 0 | (1,484) |
Net cash provided by (used in) financing activities | 59,748 | (14,853) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1,840 | (3,580) |
Net decrease in cash, cash equivalents and restricted cash | (2,287) | (63,673) |
Cash, cash equivalents and restricted cash at beginning of period | 178,055 | 380,223 |
Cash, cash equivalents and restricted cash at end of period | 175,768 | 316,550 |
Cash paid during the period for: | ||
Interest | 9,939 | 24,628 |
Income taxes | $ 4,413 | $ 5,648 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTEREST - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests |
Total stockholders’ investment at Mar. 31, 2018 | $ 1,183,501 | $ 382 | $ 852,565 | $ 794,191 | $ (286,094) | $ (184,796) | $ 7,253 |
Common stock, shares beginning balance at Mar. 31, 2018 | 35,526,625 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock | 4,264 | $ 3 | 4,261 | ||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (14) | (14) | |||||
Issuance of common stock, shares | 238,650 | ||||||
Currency translation adjustments | (139) | (139) | |||||
Net income (loss) | (31,797) | (31,864) | 67 | ||||
Other comprehensive income | (27,824) | (27,824) | |||||
Total stockholders’ investment at Jun. 30, 2018 | 1,126,245 | $ 385 | 856,826 | 760,581 | (313,918) | (184,796) | 7,167 |
Common stock, shares ending balance at Jun. 30, 2018 | 35,765,275 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | (1,746) | (1,746) | |||||
Total stockholders’ investment at Mar. 31, 2019 | $ 812,367 | $ 386 | 862,020 | 455,598 | (327,989) | (184,796) | 7,148 |
Common stock, shares beginning balance at Mar. 31, 2019 | 35,918,916 | 35,918,916 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock | $ 824 | $ 0 | 824 | ||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | (5,612) | (5,612) | |||||
Issuance of common stock, shares | 0 | ||||||
Currency translation adjustments | (11) | (11) | |||||
Net income (loss) | (169,088) | (169,246) | 158 | ||||
Other comprehensive income | 17,362 | 17,362 | |||||
Total stockholders’ investment at Jun. 30, 2019 | $ 655,842 | $ 386 | $ 862,844 | $ 286,352 | $ (310,627) | $ (184,796) | $ 1,683 |
Common stock, shares ending balance at Jun. 30, 2019 | 35,918,916 | 35,918,916 |
BASIS OF PRESENTATION, CONSOLID
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2019 | |
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 (“Bristow Group”, the “Company”, “we”, “us”, or “our”) after elimination of all significant intercompany accounts and transactions. Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ending March 31, 2020 is referred to as “fiscal year 2020 ”. Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), the information contained in the following notes to condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and related notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 (the “fiscal year 2019 Financial Statements”). 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 statements included herein are unaudited; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the consolidated balance sheet of the Company as of June 30, 2019 , the consolidated statements of operations and comprehensive loss for the three months ended June 30, 2019 and 2018 , the consolidated cash flows for the three months ended June 30, 2019 and 2018 , and the consolidated statements of changes in stockholders’ investment for the three months ended June 30, 2019 and 2018 . Bankruptcy and Restructuring Support Agreement On May 11, 2019 (the “Petition Date”), Bristow Group Inc. and certain of its subsidiaries: BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States 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 May 10, 2019, we entered into a restructuring support agreement (the “Initial RSA”) with (i) certain holders of the Company’s 8.75% Senior Secured Notes due 2023 (the “8.75% Senior Secured Notes”) and (ii) the guarantors of the 8.75% Senior Secured Notes (the “Secured Guarantors”), to support a restructuring of the Company (the “Restructuring”). On June 27, 2019, we entered into an amendment and restatement of the Initial RSA and on July 24, 2019, we entered into a second amendment and restatement thereof (as so amended and restated, the “Second Amended RSA”), with a group of holders representing approximately 99.3% of the 8.75% Senior Secured Notes (the “Supporting Secured Noteholders”), the Secured Guarantors and a group of holders representing approximately 73.6% (together with the Supporting Secured Noteholders, the “Supporting Noteholders”) of the 6¼% Senior Notes due 2022 (the “6¼% Senior Notes”) and the 4½% Convertible Senior Notes due 2023 (the “4½% Convertible Senior Notes”) combined (together, the “Unsecured Notes”). The Second Amended RSA contemplated implementation of the Restructuring on the amended terms set forth in the term sheet contained in an exhibit to the Second Amended RSA (the “Restructuring Term Sheet”) pursuant to a Chapter 11 plan of reorganization and the various related transactions set forth in or contemplated by the Restructuring Term Sheet, the term sheet for the DIP Credit Agreement (as defined herein) and the other restructuring documents attached to the Second Amended RSA. On August 1, 2019, the Debtors filed with the Bankruptcy Court the Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and its Debtor Affiliates and the Disclosure Statement related thereto. On August 20, 2019, the Debtors filed with the Bankruptcy Court the Amended Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and its Debtor Affiliates (as further modified on August 22, 2019, the “Amended Plan”) and the Disclosure Statement related thereto (as further modified on August 22, 2019, the “Amended Disclosure Statement”). On October 4, 2019, the Bankruptcy Court approved the Amended Disclosure Statement and indicated that it would confirm the Amended Plan. 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. Bankruptcy Accounting The condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business and reflect the application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, Reorganizations (“ASC 852”). ASC 852 requires that the financial statements, for periods subsequent to the filing of the Chapter 11 Cases, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses, gains and losses that are realized or incurred in the bankruptcy proceedings are recorded in reorganization items on our condensed consolidated statements of operations. In addition, prepetition unsecured and under-secured obligations that may be impacted by the bankruptcy reorganization process have been classified as liabilities subject to compromise on our condensed consolidated balance sheet as of June 30, 2019. As of June 30, 2019, these liabilities were reported at the amounts expected to be allowed as claims by the Bankruptcy Court, although some were subsequently settled for less. Where there was uncertainty about whether a secured claim would be paid or impaired pursuant to the Chapter 11 Cases, we classified the entire amount of the claim as an outstanding liability subject to compromise as of June 30, 2019. For specific discussion on balances of liabilities subject to compromise and reorganization items, see Note 2. The accompanying condensed consolidated financial statements do not purport to reflect or provide for the consequences of the Chapter 11 Cases. In particular, the condensed consolidated financial statements do not purport to show: (i) the realizable value of assets on a liquidation basis or their availability to satisfy liabilities; (ii) the full amount of prepetition liabilities that may be allowed for claims or contingencies, or the status and priority thereof; (iii) the effect on stockholders’ investment accounts of any changes that may be made to our capitalization; or (iv) the effect on operations of any changes that may be made to our business. Going Concern The significant risks and uncertainties related to the Chapter 11 Cases raise substantial doubt about the Company’s ability to continue as a going concern. In addition, each of the commencement of the Chapter 11 Cases and the delivery of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018, as amended by the amendment thereto (the “Amended 10-K”), with a going concern qualification or explanation constituted an event of default under certain of our secured equipment financings, giving those secured equipment lenders the right to accelerate repayment of the applicable debt, subject to Chapter 11 protections, and triggering cross-default and/or cross-acceleration provisions in substantially all of our other debt instruments should that right to accelerate repayment be exercised. The condensed consolidated financial statements included herein have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. Foreign Currency During the three months ended June 30, 2019 and 2018 , our primary foreign currency exposure was to the British pound sterling, the euro, the Australian dollar, the Norwegian kroner and the Nigerian naira. The value of these currencies has fluctuated relative to the U.S. dollar as indicated in the following table: Three Months Ended 2019 2018 One British pound sterling into U.S. dollars High 1.32 1.43 Average 1.29 1.36 Low 1.25 1.31 At period-end 1.27 1.32 One euro into U.S. dollars High 1.14 1.24 Average 1.12 1.19 Low 1.11 1.16 At period-end 1.14 1.17 One Australian dollar into U.S. dollars High 0.72 0.78 Average 0.70 0.76 Low 0.69 0.73 At period-end 0.70 0.74 One Norwegian kroner into U.S. dollars High 0.1179 0.1290 Average 0.1157 0.1247 Low 0.1139 0.1209 At period-end 0.1173 0.1227 One Nigerian naira into U.S. dollars High 0.0028 0.0028 Average 0.0028 0.0028 Low 0.0028 0.0028 At period-end 0.0028 0.0028 _____________ Source: FactSet Other income (expense), net, in our condensed consolidated statements of operations includes foreign currency transaction losses of $2.9 million and $3.0 million for the three months ended June 30, 2019 and 2018 , respectively. Transaction gains and losses represent the revaluation of monetary assets and liabilities from the currency that will ultimately be settled into the functional currency of the legal entity holding the asset or liability. The most significant items revalued are denominated in U.S. dollars on entities with British pound sterling and Nigerian naira functional currencies and denominated in British pound sterling on entities with U.S. dollar functional currencies, with transaction gains or losses primarily resulting from the strengthening or weakening of the U.S. dollar versus those other currencies. Our earnings from unconsolidated affiliates, net of losses, are also affected by the impact of changes in foreign currency exchange rates on the reported results of our unconsolidated affiliates. During the three months ended June 30, 2019 and 2018 , earnings from unconsolidated affiliates, net of losses, decreased by $0.1 million and $2.6 million , respectively, as a result of the impact of changes in foreign currency exchange rates on the earnings of our unconsolidated affiliates, primarily the impact of changes in the Brazilian real to U.S. dollar exchange rate on earnings for our affiliate in Brazil. The value of the Brazilian real has fluctuated relative to the U.S. dollar as indicated in the following table: Three Months Ended 2019 2018 One Brazilian real into U.S. dollars High 0.2620 0.3020 Average 0.2552 0.2778 Low 0.2434 0.2571 At period-end 0.2609 0.2599 _____________ Source: FactSet We estimate that the fluctuation of currencies versus the same period in the prior fiscal year had the following effect on our financial condition and results of operations (in thousands): Three Months Ended Revenue $ (12,603 ) Operating expense 10,830 Earnings from unconsolidated affiliates, net of losses 2,478 Other income (expense), net 99 Income before provision for income taxes 804 Provision for income taxes (630 ) Net income 174 Cumulative translation adjustment 16,888 Total stockholders’ investment $ 17,062 Interest Expense, Net During the three months ended June 30, 2019 and 2018 , interest expense, net consisted of the following (in thousands): Three Months Ended 2019 2018 Interest income $ 387 $ 179 Interest expense (26,708 ) (27,323 ) Interest expense, net $ (26,321 ) $ (27,144 ) Restricted Cash As of June 30, 2019, restricted cash consisted of $3.2 million related to Norway withholding taxes. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows. June 30, March 31, (In thousands) Reconciliation of cash, cash equivalents and restricted cash as shown in the statements of cash flows: Cash and cash equivalents $ 172,534 $ 178,055 Restricted cash 3,234 — Total cash, cash equivalents and restricted cash $ 175,768 $ 178,055 Accounts Receivable As of June 30 and March 31, 2019 , the allowance for doubtful accounts for non-affiliates was $0.8 million and $1.6 million , respectively. There were no allowances for doubtful accounts related to accounts receivable due from affiliates as of June 30 and March 31, 2019 . The allowance for doubtful accounts for non-affiliates as of June 30, 2019 and March 31, 2019 primarily relates to amounts due from a customer in Australia. Inventories As of June 30 and March 31, 2019 , inventories were net of allowances of $19.1 million and $19.4 million , respectively. Prepaid Expenses and Other Current Assets As of June 30 and March 31, 2019 , prepaid expenses and other current assets included the short-term portion of contract acquisition and pre-operating costs totaling $9.6 million and $9.8 million , respectively, related to the search and rescue (“SAR”) contracts in the U.K. and two customer contracts in Norway, which are recoverable under the contracts and will be expensed over the terms of the contracts. For the three months ended June 30, 2019 and 2018 , we expensed $2.4 million and $2.7 million , respectively, related to these contracts. Goodwill Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Goodwill has an indefinite useful life and is not amortized, but is assessed for impairment annually or when events or changes in circumstances indicate that a potential impairment exists. Goodwill of $18.2 million and $18.4 million as of June 30 and March 31, 2019 , respectively, related to our Asia Pacific reporting unit was as follows (in thousands): March 31, 2019 $ 18,436 Foreign currency translation (224 ) June 30, 2019 $ 18,212 Other Assets The long-term portion of intangible assets and intangible assets with indefinite lives are included within other assets. Intangible assets with finite useful lives are amortized over their respective estimated useful lives to their estimated residual values. The Capiteq Limited, operating under the name Airnorth, acquisition included in our Asia Pacific region, resulted in intangible assets for customer relationships and trade name and trademarks. Intangible assets by type not fully amortized were as follows (in thousands): Customer Trade name and trademarks Total Gross Carrying Amount March 31, 2019 $ 2,143 $ 331 $ 2,474 Foreign currency translation (15 ) (4 ) (19 ) June 30, 2019 $ 2,128 $ 327 $ 2,455 Accumulated Amortization March 31, 2019 $ (1,070 ) $ — $ (1,070 ) Amortization expense (39 ) — (39 ) June 30, 2019 $ (1,109 ) $ — $ (1,109 ) Weighted average remaining contractual life, in years 6.5 * 6.5 _____________ * Trade name and trademarks relating to Airnorth were determined to have indefinite useful lives and therefore were not amortized, but instead are tested for impairment on an annual basis. Future amortization expense of intangible assets for each of the years ending March 31 is as follows (in thousands): 2020 $ 117 2021 156 2022 156 2023 156 2024 156 Thereafter 605 $ 1,346 In addition to the other intangible assets described above, other assets included the long-term portion of contract acquisition and pre-operating costs totaling $34.0 million and $37.1 million , respectively, as of June 30 and March 31, 2019 , related to the SAR contracts in the U.K. and two customer contracts in Norway, which are recoverable under the contracts and will be expensed over the terms of the contracts. Property and Equipment During the three months ended June 30, 2019 and 2018 , we made capital expenditures as follows: Three Months Ended 2019 2018 Capital expenditures (in thousands): Aircraft and equipment $ 6,688 $ 8,337 Land and buildings 751 558 Total capital expenditures $ 7,439 $ 8,895 As of December 31, 2018, we revised the salvage values of certain aircraft to reflect our expectation of future sales values given our disposal plans for those aircraft. We recorded additional depreciation expense of $1.4 million during the three months ended June 30, 2019 and expect to record additional depreciation expense of $1.4 million during the remainder of fiscal year 2020. The following table presents details on the property and equipment sold or disposed of during the three months ended June 30, 2019 and 2018 : Three Months Ended 2019 2018 (In thousands, except for number of aircraft) Number of aircraft sold or disposed of 2 3 Proceeds from sale or disposal of assets (1) $ 3,204 $ 7,774 Loss from sale or disposal of assets (2) $ 3,787 $ 1,678 _____________ (1) Includes proceeds received for sale of property and equipment (including aircraft) during each period. (2) Included in loss on disposal of assets on our condensed consolidated statements of operations. Includes gain (loss) for sale or disposal of property and equipment (including aircraft) during each period. OEM Cost Recoveries During fiscal year 2018, we reached agreements with original equipment manufacturers (“OEM”) to recover approximately $136.0 million related to ongoing aircraft issues, of which $125.0 million was realized during fiscal year 2018 and $11.0 million was recovered during the three months ended June 30, 2018. To reflect the amount realized from these OEM cost recoveries during fiscal year 2018, we recorded a $94.5 million decrease in the carrying value of certain aircraft in our fleet through a decrease in property and equipment – at cost, reduced rent expense by $16.6 million and recorded a deferred liability of $13.9 million , included in other accrued liabilities and other liabilities and deferred credits, related to a reduction in rent expense to be recorded in future periods, of which $1.0 million and $3.5 million was recognized during the three months ended June 30, 2019 and 2018 and $3.4 million was recognized during the nine months ended March 31, 2019. We determined the realized portion of the cost recoveries related to a long-term performance issue with the aircraft, requiring a reduction of carrying value for owned aircraft and a reduction in rent expense for leased aircraft. During the three months ended June 30, 2019, we returned the remaining four leased aircraft and recognized all of the remaining deferred liability related to the leased aircraft of $6.0 million as a reduction in rent expense. For the owned aircraft, we allocated the $94.5 million as a reduction in carrying value by reducing the historical acquisition value of each affected aircraft on a pro-rata basis utilizing the historical acquisition value of the aircraft. During the three months ended June 30, 2018, we recovered the remaining $11.0 million in OEM cost recoveries by agreeing to net certain amounts previously accrued for aircraft leases and capital expenditures against those recoveries. During the three months ended June 30, 2018, we recorded a $7.6 million increase in revenue and a $1.1 million decrease in direct cost. We realized the remaining $2.3 million recovery during fiscal year 2019. The increase in revenue relates to compensation for lost revenue in prior periods from the late delivery of aircraft and the decreases in direct cost over fiscal year 2019 relate to prior costs we have incurred and future costs we expect to incur. Other Accrued Liabilities Other accrued liabilities of $32.8 million and $38.7 million as of June 30 and March 31, 2019 , respectively, includes the following: June 30, March 31, (In thousands) Accrued lease costs $ 1,291 $ 6,017 Deferred OEM cost recovery — 3,997 Accrued legal and professional fees 10,054 3,070 Accrued property and equipment 709 997 Deferred gain on sale leasebacks 919 1,305 Other operating accruals 19,800 14,437 Eastern Airways other accrued liabilities (1) — 8,856 $ 32,773 $ 38,679 _____________ (1) Eastern Airways was sold on May 10, 2019. Loss on Sale of Subsidiaries Loss on sale of subsidiaries includes the following for the three months ended June 30, 2019 (in thousands): Sale of Eastern Airways $ 46,852 Sale of Aviashelf and Bristow Helicopters Leasing Limited 9,451 $ 56,303 Eastern Airways Bristow Helicopters Limited (“Bristow Helicopters”), a subsidiary of Bristow Group, together with its legal and financial advisors, pursued various transactions to exit the Eastern Airways business, which made negative contributions to our operating income in each of the last three fiscal years, including pursuing a sales process with several third parties over an extended period. On May 10, 2019, Bristow Helicopters completed the sale of all of the shares of Eastern Airways to Orient Industrial Holdings Limited (“OIHL”), an entity affiliated with Mr. Richard Lake, a director of Bristow Helicopters, pursuant to a Sale and Purchase Agreement (the “EAIL Purchase Agreement”). Pursuant to the EAIL Purchase Agreement and related agreements, Bristow Helicopters contributed approximately £17.1 million to Eastern Airways as working capital, OIHL acquired Eastern Airways, Bristow Helicopters retained its controlling ownership of the shares in Humberside International Airport Limited that it previously held through Eastern Airways. Certain intercompany balances between Bristow Helicopters and Eastern Airways were also written off. As a result of the transaction, OIHL now owns and operates Eastern Airways, which had previously operated as a separate unit within Bristow Group, and Bristow Helicopters maintains its controlling interest in Humberside Airport, from which Bristow Helicopters provides U.K. SAR services. The EAIL Purchase Agreement contained customary representations and warranties. OIHL agreed to certain covenants with respect to non-solicitation of directors, officers or employees of Bristow Helicopters for a period of 12 months . Pursuant to the terms of the EAIL Purchase Agreement, Bristow Helicopters has the right to appoint an observer to the board of directors of Eastern Airways for an initial period of 12 months following the sale. Eastern Airways also agreed to provide certain transition services for a minimum of 12 months from the date of the completion of the transaction. The loss on the sale of Eastern Airways for the three months ended June 30, 2019 of $46.9 million includes the write-off of net assets of $35.0 million and write-off of cumulative translation adjustment of $11.9 million . Aviashelf and Bristow Helicopters Leasing Limited As of March 31, 2019, Bristow Aviation Holdings Limited (“Bristow Aviation”) had an indirect 48.5% interest in Aviashelf Aviation Co. (“Aviashelf”), a Russian helicopter company. Additionally, we owned 60% of two U.K. joint venture companies, Bristow Helicopters Leasing Limited (“BHLL”) and Sakhalin Bristow Air Services Ltd. These two U.K. companies lease aircraft to Aviashelf which held the client contracts for our Russian operations. Aviashelf was consolidated based on the ability of certain consolidated subsidiaries of Bristow Aviation to control the vote on a majority of the shares of Aviashelf, rights to manage the day-to-day operations of the company which were granted under a shareholders’ agreement, and our ability to acquire an additional 8.5% interest in Aviashelf under a put/call option agreement. In April 2019, we sold our 60% ownership interest in BHLL for $1.4 million . In June 2019, we sold our 48.5% ownership interest in Aviashelf for $2.6 million . The loss on the sale of Aviashelf and BHLL for the three months ended June 30, 2019 of $9.5 million includes the loss on sale of net assets of $2.3 million and write-off of cumulative translation adjustment of $7.2 million . In August 2019, we exercised our call option to acquire an 8.5% interest in Aviashelf and subsequently sold that interest for $0.4 million . Recent Accounting Pronouncements We consider 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 our consolidated financial position or results of operations. Adopted In February 2016, the FASB issued accounting guidance Accounting Standard Codification (“ASC”) 842 which amends ASC 840 the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. Additionally, ASC 842 requires a modified retrospective transition approach for all leases existing at, or entered into after the date of initial application, with an option to use certain transition relief. The guidance was updated in March 2018 to include an amendment that would allow us to consider the beginning of the period of adoption as the effective date of initial application of the standard. We implemented this accounting standard with an effective date of April 1, 2019. Based on the FASB transition guidance, we do not have to apply the disclosure requirement to periods prior to adoption. We elected the package of practical expedients to not re-evaluate existing lease contracts or lease classifications and therefore will not make changes to those leases already recognized on the consolidated balance sheet under ASC 840 until the leases are fully amortized, amended, or modified. In addition, we did not reassess initial direct costs for any existing leases and elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. We elected the practical expedient to not separate lease and non-lease components for all asset classes. We completed a system implementation and have updated our accounting policies to meet the standard’s requirements. On April 1, 2019, our adoption of this accounting standard resulted in recording on our condensed consolidated balance sheet right-of-use assets of $281.0 million and an increase in lease liabilities of $285.3 million with no material impact on our consolidated statements of operations and consolidated statements of cash flows. For further information on leases, see Note 9 . In February 2018, the FASB issued new accounting guidance on income statement reporting of comprehensive income, specifically pertaining to reclassification of certain tax effects from accumulated other comprehensive income to retained earnings. This pronouncement is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We adopted this accounting guidance on April 1, 2019. We did not elect to reclassify certain tax effects from accumulated other comprehensive income to retained earnings. In June 2018, the FASB issued an amendment to the accounting guidance related to accounting for employee share-based payments which clarifies that an entity should recognize excess tax benefits in the period in which the amount of the deduction is determined. This amendment is effective for annual periods beginning after December 15, 2018, and is applied prospectively to changes in terms or conditions of awards occurring on or after the adoption date. We adopted this accounting guidance on April 1, 2019 with no impact to our financial statements. Not Yet Adopted In August 2018, the FASB modified the disclosure requirements on fair value measurements. The amendment modifies, removes, and adds several disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The amendment is effective for fiscal years ending after December 15, 2021 for public business entities and early adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our disclosure requirements. In August 2018, the FASB modified disclosure requirements for employers that sponsor defined benefit pension plans. Certain disclosure requirements were removed and certain disclosure requirements were added. The amendment also clarifies disclosure requirements for projected benefit obligation and accumulated benefit obligation in excess of respective plan assets. The amendment is effective beginning in our fiscal year 2021 financial statements and early adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our disclosure requirements. In August 2018, the FASB issued new accounting guidance that addresses the accounting for implementation costs associated with a hosted service. The guidance provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. The amendment is effective beginning in our fiscal year 2021 financial statements and early adoption is permitted. The guidance will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements. In October 2018, the FASB amended the guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in generally accepted accounting principles). Therefore, these amendments likely will result in more decision makers not consolidating VIEs. This amendment is effective beginning in our fiscal year 2021 financial statements and early adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our disclosure requirements. |
BANKRUPTCY AND RELATED MATTERS
BANKRUPTCY AND RELATED MATTERS | 3 Months Ended |
Jun. 30, 2019 | |
Reorganizations [Abstract] | |
BANKRUPTCY AND RELATED MATTERS | BANKRUPTCY AND RELATED MATTERS Fiscal Year 2020 Incentive Plans Key Employee Incentive Plans In connection with the Chapter 11 Cases, the Compensation Committee of the Board of Directors of the Company (the “Board”) adopted on behalf of the Company an Executive Key Employee Incentive Plan (the “Executive KEIP”) and a Non-Executive Key Employee Incentive Plan (“Non-Executive KEIP”), each approved by the Bankruptcy Court on August 22, 2019. The Executive KEIP is designed to incentivize ten of the Company’s senior executives by providing a total potential cash award pool of approximately $3.1 million at threshold, $6.1 million at target and up to $12.3 million for exceeding target, and is contingent upon achievement of certain financial targets and safety metrics, and the timing of confirmation of the Amended Plan by the Bankruptcy Court. The Non-Executive KEIP is designed to enhance retention of up to 183 other non-insider employees and provides a total potential cash award pool of approximately $7.7 million at threshold, $10.3 million at target and up to $15.4 million for exceeding target, with 50 percent of the payment contingent upon achievement of certain financial targets and safety metrics, and 50 percent of the payment being based on continued employment with the Company. The payments for the Executive KEIP will be made quarterly with the first payment made in October 2019. The payments for the Non-Executive KEIP will be made quarterly with the first payment made in October 2019. Management Incentive Plan Effective as of the Effective Date, the Compensation Committee of the Board adopted the 2019 Management Incentive Plan (the “MIP”). The MIP is an equity-based compensation plan for directors, officers and participating employees and other service providers of the Company and its affiliates, pursuant to which the Company may issue awards covering shares of the new common stock, par value $0.0001 (the “New Common Stock”), and new preferred stock, par value $0.0001 (the “New Preferred Stock” and, together with the New Common Stock, the “New Stock”), of the Company, as reorganized pursuant to the Amended Plan (the “Reorganized Company”). As adopted, the share reserve of the MIP was initially comprised of 473,218 shares of New Common Stock and 284,358 shares of New Preferred Stock, representing in the aggregate 4.0% of our outstanding New Stock on a fully diluted basis. On December 6, 2019, the Board approved an increase to the share reserve of the MIP, bringing the total share reserve to 699,890 shares of New Common Stock and 323,664 shares of New Preferred Stock, which represents in the aggregate 5.0% of our outstanding New Stock on a fully diluted basis. Severance Plan and Participation Agreements Effective as of the Effective Date, the Company adopted the Amended and Restated 2019 Management Severance Benefits Plan for U.S. Employees (the “Severance Plan”), which provides severance benefits to certain key employees, which are categorized into five “tiers” based on job title or job grade level, including L. Don Miller (President and Chief Executive Officer), who is a Tier 1 participant, and each of Brian J. Allman (Senior Vice President and Chief Financial Officer), Robert Phillips (Senior Vice President, Americas), Alan Corbett (Senior Vice President, EAMEA) and Victoria Lazar (Senior Vice President, General Counsel and Corporate Secretary), all of whom are Tier 2 participants (collectively, the “Specified Officers”) and those with a title of Vice President being Tier 3 participants. Each of the Tier 1, Tier 2 and Tier 3 participants will also be required to enter into a separate participation agreement to the Severance Plan (a “Participation Agreement”), which provides for certain enhanced benefits and imposes additional requirements in addition to the terms of the Severance Plan. The Severance Plan provides participants with severance benefits in the event of a termination by the Company without Cause (as defined therein) or, in the case of Tier 1 through 3 participants, by the participant for Good Reason (as defined therein) (each, a “Qualifying Termination”), with such severance benefits consisting of the following for the Specified Officers: (i) cash severance in the form of continued base salary payments for 24 months (Tier 1 participant) or 12 months (Tier 2 participant) post-termination; (ii) subsidized COBRA coverage for 18 months post-termination (both Tier 1 and 2 participants); (iii) outplacement services for 12 months post-termination (both Tier 1 and 2 participants); and (iv) if the Qualifying Termination occurs after fiscal year 2020, a pro-rata annual bonus for the year of termination based on actual performance (both Tier 1 and 2 participants). For Tier 1 and 2 participants (i.e., all of the Specified Officers), the Severance Plan and Participation Agreements provide for enhanced severance benefits in the event that the Qualifying Termination occurs within the two-year period following a Change in Control (as defined therein), with such enhanced severance benefits consisting of the same severance benefits as described in the preceding paragraph, subject to the following enhancements: (i) the cash severance consists of an amount equal to 2.0 x (Tier 1 participant) or 1.5 x (Tier 2 participants) the sum of the participant’s (x) base salary and (y) target bonus (initially 110% of base salary (Tier 1 participant) and 65% of base salary (Tier 2 participants, other than Mr. Allman, whose target bonus is initially 75% of base salary)), payable in installments over the 24-month (Tier 1 participant) or 18-month (Tier 2 participants) post-termination period; and (ii) the pro-rata annual bonus is based on target (as opposed to actual) performance. If the Qualifying Termination occurs after the date that the Compensation Committee of the Board determines annual compensation for fiscal year 2021, then the amount in clause (i)(y) above will equal to the greatest of (x) the Specified Officer’s initial target bonus amount described above, (y) 100% of the Specified Officer’s target bonus for the fiscal year in which the Qualifying Termination occurs and (z) 100% of the Specified Officer’s target bonus for the prior fiscal year (excluding fiscal year 2020 and all prior years). The Participation Agreements also subject Tier 1 through Tier 3 participants, including the Specified Officers, to restrictive covenants as a condition of participating therein, with such covenants consisting of the following: (i) 12-month (or, if longer, the length of the base salary continuation period) post-termination non-compete; (ii) 24-month post-termination non-solicitation/non-hire; (iii) assignment of inventions; and (iv) perpetual confidentiality and non-disparagement. The Participation Agreements also provide that the Severance Plan may not be amended in an adverse manner to the Tier 1 through Tier 3 participants during the three-year period following the Effective Date. Liabilities Subject to Compromise As a result of the Chapter 11 Cases, the payment of prepetition indebtedness was subject to compromise or other treatment under the Amended Plan. Generally, actions to enforce or otherwise effect payment of prebankruptcy filing liabilities are stayed. Although payment of prepetition claims is generally not permitted, the Bankruptcy Court granted the Debtors authority to pay certain prepetition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of the Debtor’s businesses and assets. Among other things, the Bankruptcy Court authorized the Debtors to pay certain prepetition claims relating to employee wages and benefits, customers, vendors, and suppliers in the ordinary course of business as well as certain principal and interest payments. The Debtors have been paying and intend to continue to pay undisputed post-petition claims in the ordinary course of business. With respect to prepetition claims, the Debtors notified all known claimants of the deadline to file a proof of claim with the Bankruptcy Court. The Debtors’ liabilities subject to compromise represent the estimate as of June 30, 2019 of claims expected to be allowed under the Amended Plan. Prepetition liabilities that are subject to compromise were required to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. Liabilities subject to compromise included in our condensed consolidated balance sheet includes the following as of June 30, 2019 (in thousands): 6¼% Senior Notes due 2022 principal and accrued interest (1) $ 415,894 4½% Convertible Senior Notes due 2023 principal and accrued interest (2) 146,627 Accrued lease termination costs (3) 30,830 Milestone Omnibus Agreement (4) 22,009 Deferred compensation plan 2,631 $ 617,991 _____________ (1) Includes $401.5 million of principal and $14.4 million of interest accrued through May 11, 2019. See Note 5 for further details. (2) Includes $143.8 million of principal and $2.9 million of interest accrued through May 11, 2019. See Note 5 for further details. (3) Relates to ten aircraft leases rejected in June 2019, including nine S-76C+s and one S-76D. (4) Includes costs related to the return of four leased H225s on May 6, 2019 and includes $9.7 million of lease termination costs, $9.4 million of deferred lease costs previously included as short-term debt on our condensed consolidated balance sheet, $2.8 million of additional lease return costs and $0.1 million of accrued interest. Prepetition Restructuring Charges Prepetition restructuring charges totaling $13.5 million for the three months ended June 30, 2019 include professional fees incurred prior to May 11, 2019 related to our Chapter 11 Cases. Reorganization Items Reorganization items included in our condensed consolidated income statement represent amounts incurred after May 11, 2019 or expected to be incurred directly resulting from the Chapter 11 Cases and consist of the following items for the three months ended June 30, 2019 (in thousands): Professional fees $ 15,503 Lease termination costs (1) 26,051 Write-off of discount on 4½% Convertible Senior Notes due 2023 30,158 Write-off of deferred financing fees (2) 4,644 $ 76,356 _____________ (1) Relates to ten aircraft leases rejected in June 2019, including nine S-76C+s and one S-76D. (2) Includes $2.4 million related to the 6¼% Senior Notes and $2.3 million related to deferred financing fees related to the 4½% Convertible Senior Notes. Cash paid for reorganization items during the three months ended June 30, 2019 was $1.4 million and related to professional fees. Financial Statements of the Debtors The financial statements below represent condensed combined financial statements of the Debtors, which excludes non-debtor entities. Intercompany transactions among the Debtors have been eliminated in the financial statements contained below. Intercompany transactions among the Debtors and the non-debtor subsidiaries have not been eliminated in the Debtors’ financial statements below. BRISTOW GROUP INC. (DEBTOR-IN-POSSESSION) Unaudited Condensed Combined Statement of Operations Three Months Ended (Unaudited) (In thousands) Revenue $ 89,712 Operating expense: Direct cost and reimbursable expense 72,344 Prepetition restructuring charges 12,449 Depreciation and amortization 31,289 General and administrative 13,761 129,843 Gain on disposal of assets 4,575 Operating loss (35,556 ) Interest expense, net (21,453 ) Reorganization items (75,897 ) Other income, net 679 Loss before benefit for income taxes (132,227 ) Benefit for income taxes 19,059 Net loss (113,168 ) Net income attributable to noncontrolling interests (14 ) Net loss attributable to Bristow Group $ (113,182 ) BRISTOW GROUP INC. (DEBTOR-IN-POSSESSION) Unaudited Condensed Combined Balance Sheet June 30, (Unaudited) (In thousands) ASSETS Current assets: Cash and cash equivalents $ 67,024 Accounts receivable 31,628 Intercompany accounts receivable 434,501 Inventories 35,011 Assets held for sale 1,866 Prepaid expenses and other current assets 13,384 Total current assets 583,414 Intercompany investment 633,197 Intercompany notes receivable 378,986 Property and equipment, net 1,438,318 Right-of-use assets 161,454 Other assets 8,075 Total assets $ 3,203,444 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Accounts payable $ 32,326 Intercompany accounts payable 117,358 Accrued liabilities 18,636 Accrued interest 10,944 Intercompany accrued interest 3,782 Current portion of operating lease liabilities 101,971 Short-term borrowings and current maturities of long-term debt 810,388 Total current liabilities 1,095,405 Long-term debt, less current maturities 33,932 Intercompany notes payable 77,422 Other liabilities and deferred credits 4,002 Deferred taxes 66,351 Long-term operating lease liabilities 65,977 Total liabilities not subject to compromise 1,343,089 Liabilities subject to compromise 617,991 Total liabilities 1,961,080 Stockholders’ investment: Total Bristow Group stockholders’ investment 1,241,093 Noncontrolling interests 1,271 Total stockholders’ investment 1,242,364 Total liabilities and stockholders’ investment $ 3,203,444 BRISTOW GROUP INC. (DEBTOR-IN-POSSESSION) Unaudited Condensed Combined Statement of Cash Flows Three Months Ended (Unaudited) (In thousands) Cash flows from operating activities: Net loss $ (113,168 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 31,289 Deferred income taxes (19,219 ) Write-off of deferred financing fees 1,313 Discount amortization on long-term debt 850 Reorganization items 60,853 Gain on disposal of assets (4,575 ) Deferral of lease payments 285 Stock-based compensation 611 Increase (decrease) in cash resulting from changes in: Accounts receivable (4,194 ) Inventories 319 Prepaid expenses and other assets (6,713 ) Accounts payable 18,870 Accrued liabilities 23,092 Other liabilities and deferred credits, including intercompany activity (46,701 ) Net cash used in operating activities (57,088 ) Cash flows from investing activities: Capital expenditures (2,280 ) Proceeds from asset dispositions 3,175 Net cash provided by investing activities 895 Cash flows from financing activities: Proceeds from borrowings 37,500 Debt issuance costs (5,008 ) Repayment of debt (3,248 ) Net cash provided by financing activities 29,244 Effect of exchange rate changes on cash and cash equivalents (211 ) Net decrease in cash and cash equivalents (27,160 ) Cash and cash equivalents at beginning of period 94,184 Cash and cash equivalents at end of period $ 67,024 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition [Abstract] | |
Revenue from Contract with Customer [Text Block] | REVENUE RECOGNITION Revenue Recognition In general, we recognize revenue when a service is provided or a good is sold to a customer and there is a contract. At contract inception, we assess the goods and services promised in our contracts with customers and identify all performance obligations for each distinct promise that transfers a good or service (or bundle of goods or services) to the customer. To identify the performance obligations, we consider all goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. Revenue is recognized when control of the identified distinct goods or services have been transferred to the customer, the transaction price is determined and allocated to the performed performance obligations and we have determined that collection has occurred or is probable of occurring. A majority of our revenue from contracts with customers is currently generated through two types of contracts: helicopter services and fixed wing services. Each contract type has a single distinct performance obligation as described below. Helicopter services — Our customers — major integrated, national and independent offshore energy companies — charter our helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, our customers also charter our helicopters to transport time-sensitive equipment to these offshore locations. The customers for SAR services include both the oil and gas industry and governmental agencies. Revenue from helicopter services is recognized when the performance obligation is satisfied over time based on contractual rates as the related services are performed. A performance obligation arises under contracts with customers to render services and is the unit of account under the new accounting guidance for revenue. Operating revenue from our oil and gas segment is derived mainly from fixed-term contracts with our customers, a substantial portion of which is competitively bid. A small portion of our oil and gas customer revenue is derived from providing services on an “ad-hoc” basis. Our fixed-term contracts typically have original terms of one year to seven years (subject to provisions permitting early termination by our customers). We account for services rendered separately if they are distinct and the service is separately identifiable from other items provided to a customer and if a customer can benefit from the services rendered on its own or with other resources that are readily available to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Within this contract type for helicopter services, we determined that each contract has a single distinct performance obligation. These services include a fixed monthly rate for a particular model of aircraft, and flight hour services, which represents the variable component of a typical contract with a customer. Rates for these services vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. Variable charges within our flight services contracts are not effective until a customer-initiated flight order is received and the actual hours flown are determined; therefore, the associated flight revenue generally cannot be reasonably and reliably estimated beforehand. A contract’s standalone selling prices are determined based upon the prices that we charge for our services rendered. Revenue is recognized as performance obligations are satisfied over time, by measuring progress towards satisfying the contracted services in a manner that best depicts the transfer of services to the customer, which is generally represented by a period of 30 days or less. We typically invoice customers on a monthly basis and the term between invoicing and when the payment is due is typically between 30 and 60 days. In order to offset potential increases in operating costs, our long-term contracts may provide for periodic increases in the contractual rates charged for our services. We recognize the impact of these rates when estimable and applicable, which generally includes written acknowledgment from the customers that they are in agreement with the amount of the rate escalation. Cost reimbursements from customers are recorded as reimbursable revenue with the related reimbursed costs recorded as reimbursable expense on our condensed consolidated statements of operations. Taxes collected from customers and remitted to governmental authorities and revenue are reported on a net basis in our financial statements. Thus, we exclude taxes imposed on the customer and collected on behalf of governmental agencies to be remitted to these agencies from the transaction price in determining the revenue related to contracts with a customer. Fixed wing services — Airnorth provides fixed wing transportation services through regular passenger transport (scheduled airline service with individual ticket sales) and charter services. A performance obligation arises under contracts with customers to render services and is the unit of account under the new accounting guidance for revenue. Within fixed wing services, we determined that each contract has a single distinct performance obligation. Revenue is recognized over time at the earlier of the period in which the service is provided or the period in which the right to travel expires, which is determined by the terms and conditions of the ticket. Ticket sales are recorded within deferred revenue in accordance with the above policy. Both chartered and scheduled airline service revenue is recognized net of passenger taxes and discounts. Contract Assets, Liabilities and Receivables We generally satisfy performance of contract obligations by providing helicopter and fixed wing services to our 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 we have a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e. satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenue in which advance consideration is received from customers for contracts where revenue is recognized on future performance of services. As of June 30 and March 31, 2019 , receivables related to services performed under contracts with customers were $170.3 million and $164.7 million , respectively. All receivables from non-affiliates and affiliates are broken out further in our condensed consolidated balance sheets. During the three months ended June 30, 2019 , we recognized $7.4 million of revenue from outstanding contract liabilities as of March 31, 2019 . Contract liabilities related to services performed under contracts with customers was $7.3 million and $10.0 million as of June 30 and March 31, 2019 , respectively. Contract liabilities are primarily generated by our fixed wing services where customers pay for tickets in advance of receiving our services and advanced payments from helicopter services customers. There were no contract assets as of June 30 and March 31, 2019 . For the three months ended June 30, 2019 and 2018, there was zero and $1.0 million , respectively, of revenue recognized from satisfied performance obligations related to prior periods (for example, due to changes in transaction price). Revenue from third party customers Total revenue related to third party customers is as follows (in thousands): Three Months Ended June 30, 2019 2018 Revenue: Operating revenue from non-affiliates $ 303,733 $ 325,356 Operating revenue from affiliates 4,475 4,568 Reimbursable revenue from non-affiliates 16,600 16,907 Revenue from Contracts with Customers 324,808 346,831 Other revenue from non-affiliates 397 13,110 Other revenue from affiliates 7,971 6,727 Total Revenue $ 333,176 $ 366,668 Remaining Performance Obligations Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands): Remaining Performance Obligations Nine Months Ending March 31, 2020 Fiscal Year Ending March 31, Total 2021 2022 2023 2024 and thereafter Outstanding Service Revenue: Helicopter contracts $ 339,665 $ 229,327 $ 192,800 $ 186,633 285,269 $ 1,233,694 Fixed-wing contracts 743 — — — — 743 Total remaining performance obligation revenue $ 340,408 $ 229,327 $ 192,800 $ 186,633 285,269 $ 1,234,437 Although substantially all of our revenue is under contract, due to the nature of our business we do not have significant remaining performance obligations as our contracts typically include unilateral termination clauses that allow our customers to terminate existing contracts with a notice period of 30 to 180 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, our actual remaining performance obligation revenue is expected to be greater than what is reflected above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated. Other Considerations and Practical Expedients We were awarded a government contract to provide SAR services for all of the U.K., which commenced in April 2015. We previously incurred costs related to this contract that generate or enhance the resources used to fulfill the performance obligation within the contract and the costs are expected to be recoverable. These contract acquisition and pre-operating costs qualify for capitalization. We amortize these capitalized contract acquisition and pre-operating costs related to the U.K. SAR contract and two customer contracts in Norway. We determined that an amortization method that allocates the capitalized costs on a relative basis to the revenue recognized is a reasonable and systematic basis for the amortization of the pre-operating costs asset. For further details on the short and long-term pre-operating cost balances, see Note 1. We incur incremental direct costs for obtaining contracts through sales commissions paid to ticket agents to sell seats on regular public transportation flights for our fixed-wing services only. We will utilize the practical expedient allowed by the FASB that permits us to expense the incremental costs of obtaining a contract when incurred, if the amortization period of the contract asset that we otherwise would have recognized is one year or less. In addition, we have applied the tax practical expedient to exclude all taxes in the scope of the election from the transaction price and the invoice practical expedient that allows us to recognize revenue in the amount to which we have the right to invoice the customer and corresponds directly with the value to the customer of our performance completed to date. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended |
Jun. 30, 2019 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES 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 we determine that we have operating power and the obligation to absorb losses or receive benefits, we consolidate the VIE as the primary beneficiary, and if not, we do not consolidate. As of June 30, 2019 , we had interests in four VIEs of which we were the primary beneficiary, which are described below, and had no interests in VIEs of which we were not the primary beneficiary. See Note 3 to the fiscal year 2019 Financial Statements for a description of other investments in significant affiliates. Bristow Aviation Holdings Limited — We own 49% of Bristow Aviation’s common stock and a significant amount of its subordinated debt. Bristow Aviation is incorporated in England and, through its subsidiaries, holds all the outstanding shares in Bristow Helicopters. Bristow Aviation’s subsidiaries provide industrial aviation services to customers primarily in the U.K., Norway, Australia, Nigeria and Trinidad and fixed wing services primarily in the U.K. and Australia. Bristow Aviation is organized with three different classes of ordinary shares having disproportionate voting rights. The Company, Caledonia Investments plc (“Caledonia”) and a European Union investor (the “E.U. Investor”) owned 49% , 46% and 5% , respectively, of Bristow Aviation’s total outstanding ordinary shares as of June 30, 2019, although Caledonia had voting control over the E.U. Investor’s shares. In addition to our ownership of 49% of Bristow Aviation’s outstanding ordinary shares, in May 2004, we acquired eight million shares of deferred stock, essentially a subordinated class of stock with no voting rights, from Bristow Aviation for £1 per share ( $14.4 million in total). We also have £91.0 million ( $115.8 million ) principal amount of subordinated unsecured loan stock (debt) of Bristow Aviation bearing interest at an annual rate of 13.5% and payable semi-annually. Payment of interest on such debt has been deferred since its incurrence in 1996. Deferred interest accrues at an annual rate of 13.5% and aggregated $2.7 billion as of June 30, 2019 . Our operations in the U.K. are subject to the Civil Aviation Act 1982 and other similar English and E.U. statutes and regulations. We carry persons and property in our aircraft pursuant to an operating license issued by the Civil Aviation Authority (the “CAA”). The holder of an operating license must meet the ownership and control requirements of Council Regulation 2407/92. To operate under this license, the company through which we conduct operations in the U.K., Bristow Helicopters, must be owned directly or through majority ownership by E.U. nationals, and must at all times be effectively controlled by them. Our ownership of 49% of the ordinary shares of Bristow Aviation, the entity that owns Bristow Helicopters, is to comply with these restrictions. Caledonia, the Company and the E.U. Investor also entered into a put/call agreement under which, upon giving specified prior notice, we had the right to buy all the Bristow Aviation shares held by Caledonia and the E.U. Investor, who, in turn, each had the right to require us to purchase such shares. As discussed above, under current English law, we would be required, in order for Bristow Aviation to retain its operating license, to find a qualified E.U. investor to own any Bristow Aviation shares we have the right to acquire under the put/call agreement. In addition, the put/call agreement limits our ability to exercise the put/call option through a requirement to consult with the CAA in the U.K. regarding the suitability of the new holder of the Bristow Aviation shares. The put/call agreement does not contain any provisions should the CAA not approve the new E.U. investor. However, we would work diligently to find an E.U. investor suitable to the CAA. The amount by which we could purchase the shares of the other investors holding 51% of the equity of Bristow Aviation is fixed under the terms of the call option, and we have reflected this amount on our condensed consolidated balance sheets as noncontrolling interest. On March 14, 2019, the E.U. Investor provided notice of his intent to exercise his right to require us or a qualified E.U. investor to purchase his Bristow Aviation shares for £100,000 . In addition, on April 29, 2019, Caledonia provided notice of its intent to exercise its right to require us or a qualified E.U. investor to purchase its Bristow Aviation shares for £920,000 , under our put/call agreement with this stockholder. As a result, in September 2019 and October 2019, 5% and 46% , respectively, of such shares were purchased by Impigra Aviation Holdings Limited (“Impigra”), a qualified E.U. investor, with proceeds from two loans received from Bristow Holdings Company Ltd. III (“BHC III”), a Bristow subsidiary. Impigra, is a British company owned 100% by U.K. Bristow employees and now owns 51% of the ordinary shares of Bristow Aviation. There was no material change to the Bristow Aviation shareholders’ agreement or the put/call agreement which Impigra is now a party to. Impigra is also a VIE that we consolidate as the primary beneficiary and we eliminate the loans discussed above in consolidation. Brexit is anticipated to require a qualified U.K. investor rather than a qualified E.U. investor. Impigra is expected to meet the requirements to satisfy a qualified U.K. investor requirement. Furthermore, the call option provides a mechanism whereby the economic risk for the other investor is limited should the financial condition of Bristow Aviation deteriorate. The call option price is the nominal value of the ordinary shares held by the noncontrolling shareholder ( £1.0 million as of June 30, 2019 ) plus an annual guaranteed rate of return less any prepayments of such call option price and any dividends paid on the shares concerned. We can elect to pre-pay the guaranteed return element of the call option price wholly or in part without exercising the call option. No dividends have been paid by Bristow Aviation. We have accrued the annual return due to the other shareholder at a rate of sterling LIBOR plus 3% by recognizing noncontrolling interest expense on our condensed consolidated statements of operations, with a corresponding increase in noncontrolling interest on our condensed consolidated balance sheets. Prepayments of the guaranteed return element of the call option are reflected as a reduction in noncontrolling interest on our condensed consolidated balance sheets. The other investor has an option to put its shares in Bristow Aviation to us. The put option price is calculated in the same way as the call option price except that the guaranteed rate for the period to April 2004 was 10% per annum. If the put option is exercised, any pre-payments of the call option price are set off against the put option price. Bristow Aviation and its subsidiaries are exposed to similar operational risks and are therefore monitored and evaluated on a similar basis by management. Accordingly, the financial information reflected on our condensed consolidated balance sheets and statements of operations for Bristow Aviation and subsidiaries is presented in the aggregate, including intercompany amounts with other consolidated entities, as follows (in thousands): June 30, March 31, Assets Cash and cash equivalents $ 69,201 $ 83,499 Restricted cash 3,234 — Accounts receivable 325,905 307,864 Inventories 80,200 85,977 Prepaid expenses and other current assets 29,436 36,646 Total current assets 507,976 513,986 Investment in unconsolidated affiliates 3,013 3,087 Property and equipment, net 248,671 281,944 Right-of-use assets 196,725 — Goodwill 18,212 18,436 Other assets 226,115 229,902 Total assets $ 1,200,712 $ 1,047,355 Liabilities Accounts payable $ 455,070 $ 442,187 Accrued liabilities 265,031 113,905 Accrued interest 2,707,399 2,399,704 Current maturities of long-term debt 81,706 85,287 Total current liabilities 3,509,206 3,041,083 Long-term debt, less current maturities 383,556 384,369 Accrued pension liabilities 22,472 25,726 Other liabilities and deferred credits 4,038 4,810 Deferred taxes 37,662 37,063 Long-term operating lease liabilities 37,591 — Total liabilities $ 3,994,525 $ 3,493,051 Three Months Ended 2019 2018 Revenue $ 295,155 $ 331,469 Operating income 11,280 7,364 Net loss (362,848 ) (69,021 ) Bristow Helicopters (Nigeria) Ltd. — Bristow Helicopters (Nigeria) Ltd. (“BHNL”) is a joint venture in Nigeria in which Bristow Helicopters owns a 48% interest, a Nigerian company owned 100% by Nigerian employees owns a 50% interest and an employee trust fund owns the remaining 2% interest as of June 30, 2019 . BHNL provides industrial aviation services to customers in Nigeria. In order to be able to bid competitively for our services in the Nigerian market, we were required to identify local citizens to participate in the ownership of entities domiciled in the region. However, these owners do not have extensive knowledge of the aviation industry and have historically deferred to our expertise in the overall management and day-to-day operation of BHNL (including the establishment of operating and capital budgets and strategic decisions regarding the potential expansion of BHNL’s operations). We have also historically provided subordinated financial support to BHNL and will need to continue to do so unless and until BHNL acquires sufficient equity to permit itself to finance its activities without that additional support from us. As we have the power to direct the most significant activities affecting the economic performance and ongoing success of BHNL and hold a variable interest in the entity in the form of our equity investment and working capital infusions, we consolidate BHNL as the primary beneficiary. The employee-owned Nigerian entity referenced above purchased a 19% interest in BHNL in December 2013 with proceeds from a loan received from BGI Aviation Technical Services Nigeria Limited (“BATS”). In July 2014, the employee-owned Nigerian entity purchased an additional 29% interest with proceeds from a loan received from Bristow Helicopters (International) Limited (“BHIL”). In April 2015, Bristow Helicopters purchased an additional 8% interest in BHNL and the employee-owned Nigerian entity purchased an additional 2% interest with proceeds from a loan received from BHIL. Both BATS and BHIL are wholly-owned subsidiaries of Bristow Aviation. The employee-owned Nigerian entity is also a VIE that we consolidate as the primary beneficiary and we eliminate the loans discussed above in consolidation. BHNL is an indirect subsidiary of Bristow Aviation; therefore, financial information for this entity is included within the amounts for Bristow Aviation and its subsidiaries presented above. Pan African Airlines (Nigeria) Ltd. — Pan African Airlines (Nigeria) Ltd. (“PAAN”) is a joint venture in Nigeria with local partners in which we own a 50.17% interest. PAAN provides industrial aviation services to customers in Nigeria. The activities that most significantly impact PAAN’s economic performance relate to the day-to-day operation of PAAN, setting the operating and capital budgets and strategic decisions regarding the potential expansion of PAAN’s operations. Throughout the history of PAAN, our representation on the board and our secondment to PAAN of its managing director has enabled us to direct the key operational decisions of PAAN (without objection from the other board members). We have also historically provided subordinated financial support to PAAN. As we have the power to direct the most significant activities affecting the economic performance and ongoing success of PAAN and hold a variable interest in the form of our equity investment and working capital infusions, we consolidate PAAN as the primary beneficiary. However, as long as we own a majority interest in PAAN, the separate presentation of financial information in a tabular format for PAAN is not required. |
DEBT
DEBT | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt as of June 30 and March 31, 2019 consisted of the following (in thousands): June 30, March 31, 8.75% Senior Secured Notes due 2023 (1) $ 347,597 $ 347,400 4½% Convertible Senior Notes due 2023 (1)(2) 143,750 112,944 6¼% Senior Notes due 2022 (1)(2) 401,535 401,535 Term Loan (1) 75,000 — Lombard Debt 176,094 183,450 Macquarie Debt 171,028 171,028 PK Air Debt 210,494 212,041 Airnorth Debt 10,146 11,058 Humberside Debt 382 — Other Debt (2) 9,370 9,168 Unamortized debt issuance costs (22,860 ) (21,771 ) Total debt 1,522,536 1,426,853 Less amounts included in liabilities subject to compromise (554,655 ) — Less short-term borrowings and current maturities of long-term debt (892,092 ) (1,418,630 ) Total long-term debt $ 75,789 $ 8,223 _____________ (1) These notes were settled in accordance with the Amended Plan. (2) Reclassified to liabilities subject to compromise on our condensed consolidated balance sheet as of June 30, 2019. See Note 2 and “ —4½% Convertible Senior Notes due 2023” and “—6¼% Convertible Senior Notes due 2023” below for further details. (3) Unamortized debt issuance costs as of June 30, 2019 relate to 8.75% Senior Secured Notes due 2023, Term Loan, Lombard Debt, Macquarie Debt and PK Air Debt. Unamortized debt issuance costs as of March 31, 2019 relate to 8.75% Senior Secured Notes due 2023, 4½% Convertible Senior Notes due 2023, 6¼% Senior Notes due 2022 Term Loan, Lombard Debt, Macquarie Debt and PK Air Debt. Classification of Debt — As discussed in Note 1, on the Petition Date, the Debtors filed the Chapter 11 Cases in the Bankruptcy Court seeking relief under Chapter 11 of 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. The significant risks and uncertainties related to the Chapter 11 Cases raise substantial doubt about the Company’s ability to continue as a going concern. In addition, each of the commencement of the Chapter 11 Cases and the delivery of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018, as amended by the amendment thereto, with a going concern qualification or explanation constituted an event of default under certain of our secured equipment financings, giving those secured equipment lenders the right to accelerate repayment of the applicable debt, subject to Chapter 11 protections, and triggering cross-default and/or cross-acceleration provisions in substantially all of our other debt instruments should that right to accelerate repayment be exercised. As a result of the facts and circumstances discussed above, the Company has classified debt balances of approximately $892.1 million and $1.4 billion as of June 30 and March 31, 2019, respectively, as short-term borrowings and current maturities of long-term debt on our condensed consolidated balance sheet. If not classified separately as liabilities subject to compromise as of June 30, 2019, the additional $554.7 million would have been classified as current maturities of long-term debt on our condensed consolidated balance sheet as a result of the same facts and circumstances. Waiver of Defaults — Prior to the Petition Date, we entered into waiver letters with respect to certain of our debt agreements, including the credit agreement, dated as of July 17, 2017, among Bristow Equipment Leasing Ltd., the several banks, other financial institutions and other lenders from time to time party thereto and PK AirFinance S.à r.l. (“PK AirFinance”), as agent and as security trustee (as amended, the “PK Credit Agreement”); the term loan credit agreement, dated as of February 1, 2017, among Bristow U.S. LLC, the several banks, other financial institutions and other lenders from time to time party thereto and Macquarie Bank Limited, as administrative agent and as security agent (as amended, the “Macquarie Credit Agreement”); the ABL Facility (as defined below); and certain other secured equipment financings and leases. Pursuant to such waiver letters, we received waivers of breaches, defaults or events of default under such debt agreements arising from the Company’s failure to timely provide its unaudited consolidated financial statements for the quarter ended December 31, 2018 and/or the failure to make the April 15, 2019 interest payment due on the 6¼% Senior Notes by May 15, 2019, and certain other related events of default and cross-defaults. As discussed below under “— Events of Default ,” the filing of the Chapter 11 Cases constituted an event of default that accelerated the obligations under the PK Credit Agreement, the BALL Lombard Credit Agreement (as defined below) and the Macquarie Credit Agreement. On May 10, 2019, Bristow Norway AS and Bristow Helicopters, as borrowers and guarantors, and the Company, as guarantor, entered into a waiver letter (the “First ABL Waiver”) with Barclays Bank PLC, as agent, and Credit Suisse AG, Cayman Islands Branch, as lender, with respect to the ABL Facility. The First ABL Waiver waived, subject to certain conditions, any Default (as defined in the ABL Facility) or cross-defaults that would otherwise exist or occur under the ABL Facility as a result of, among other things, (i) the Company’s failure to timely provide its unaudited consolidated financial statements for the quarters ended December 31, 2018 and March 31, 2019, (ii) the amendment of the Company’s periodic reports for fiscal year 2018 as previously disclosed, (iii) the failure to make the April 15, 2019 interest payment due on the 6¼% Senior Notes, (iv) potential cross defaults under the 4½% Convertible Senior Notes and 8.75% Senior Secured Notes, (v) other events related to the Chapter 11 Cases, potential insolvency issues or possible failure to comply with certain financial covenants or (vi) certain representations and warranties not being correct when made. Such Defaults were waived until the date (the “ABL Waiver Termination Date”) on which the Company or its subsidiaries enter into or modify debt agreements that would materially adversely impact the ability to perform obligations under the ABL Facility, any security that is not permitted security is granted over the share capital or assets of either borrower or the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code, subject to certain conditions as specified in the First ABL Waiver. The First ABL Waiver contains certain amendments to the ABL Facility, including (i) expanding the definition of Change of Control to include the consummation of a plan of reorganization in connection with the commencement of a bankruptcy proceeding and (ii) providing that the maturity date of December 14, 2021 shall be subject to certain early maturity triggers related to a Change of Control of the Company (as such definition has been amended by the First ABL Waiver) or the ABL Waiver Termination Date. On September 30, 2019, Bristow Norway AS and Bristow Helicopters, as borrowers and guarantors, and the Company, as guarantor, entered into a waiver letter (the “Second ABL Waiver”) with Barclays Bank PLC, as agent, and Credit Suisse AG, Cayman Islands Branch, as lender, with respect to the ABL Facility. The Second ABL Waiver further extended the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019. On May 10, 2019, Bristow Aircraft Leasing Limited (“BALL”), as borrower, entered into a waiver letter (the “First BALL Lombard Waiver”) with Lombard North Central Plc, as administrative agent and as security trustee, with respect to the term loan credit agreement, dated as of November 11, 2016 (the “BALL Lombard Credit Agreement”). Because an Insolvency Proceeding (as defined in the First BALL Lombard Waiver) was commenced on or before May 15, 2019, the First BALL Lombard Waiver extended, subject to certain conditions, the waivers received under the previous waiver letter (as described in our Current Report on Form 8-K filed with the SEC on April 15, 2019), until the earlier of (a) certain events related to a plan of reorganization or liquidation of the Company, Insolvency Proceeding or debtor-in-possession financing or (b) December 15, 2019 (the “Lombard Waiver Termination Date”). In addition, the First BALL Lombard Waiver waived, until the Lombard Waiver Termination Date, any Default or Event of Default (each as defined in the BALL Lombard Credit Agreement) as a result of (i) the amendment of the Company’s periodic reports for fiscal year 2018, (ii) the possible commencement of an Insolvency Proceeding or any related acceleration of other material indebtedness and (iii) the possible occurrence of an Event of Default under the term loan credit agreement, dated as of November 11, 2016, among Bristow U.S. Leasing LLC, as borrower, the lenders from time to time party thereto and Lombard North Central plc, as administrative agent and as security trustee (the “BULL Lombard Credit Agreement”), subject to certain conditions. On September 30, 2019, BALL, as borrower, entered into a waiver letter (the “Second BALL Lombard Waiver”) with Lombard North Central Plc, as administrative agent and as security trustee, with respect to the BALL Lombard Credit Agreement. In addition, BULL, as borrower, entered into a waiver letter (the “BULL Lombard Waiver”) with Lombard North Central Plc, as administrative agent and as security trustee, with respect to the BULL Lombard Credit Agreement. The Second BALL Lombard Waiver and the BULL Lombard Waiver both extended the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019. Events of Default — The filing of the Chapter 11 Cases constituted an event of default that accelerated the obligations under the following instruments and agreements: • the Third Supplemental Indenture, dated as of October 12, 2012, to the Indenture, dated as of June 17, 2008 (the “Base Indenture”), among the Company, the guarantors named therein and Wilmington Trust, National Association, as successor trustee to U.S. Bank National Association (“U.S. Bank”), and our 6¼% Senior Notes issued thereunder; • the Sixth Supplemental Indenture to the Base Indenture, dated as of December 18, 2017, among the Company, the guarantors named therein and Delaware Trust Company, as successor trustee to U.S. Bank, and our 4½% Convertible Senior Notes issued thereunder; • the Indenture, dated as of March 6, 2018, among the Company, the guarantors named therein and U.S. Bank, as trustee and collateral agent (the “Secured Indenture”), and our 8.75% Senior Secured Notes issued thereunder; • the PK Credit Agreement; • the Macquarie Credit Agreement; • the BULL Lombard Credit Agreement; and • various aircraft operating leases and real estate leases. The instruments and agreements described above provide that, as a result of the commencement of the Chapter 11 Cases, the financial obligations thereunder, including for the debt instruments any principal amount, together with accrued interest thereon, are immediately due and payable. However, any efforts to enforce payment of such financial obligations under such instruments and agreements were automatically stayed as a result of the filing of the Chapter 11 Cases and the holders’ rights of enforcement in respect of such financial obligations were subject to the applicable provisions of the Bankruptcy Code. Term Loan Agreement — On May 10, 2019, the Company entered into a Term Loan Credit Agreement, dated the same date (the “Term Loan Agreement”), by and among the Company and BHC III, as borrowers, certain subsidiaries of the Company as guarantors party thereto, the lenders from time to time party thereto (initially, certain holders of the 8.75% Senior Secured Notes), and Ankura Trust Company, LLC, as administrative agent (the “Term Loan Agent”), for a senior secured term loan of $75 million (the “2019 Term Loan”). Immediately upon entering into the Term Loan Agreement, and prior to the Petition Date, the Company and BHC III borrowed the full amount thereunder, the net proceeds of which were used for general corporate purposes, including to fund the working capital and liquidity requirements of the Company during the pendency of the Chapter 11 Cases. The full principal amount of the 2019 Term Loan is due May 10, 2022. At the Company’s election, borrowings under the 2019 Term Loan will bear interest at either (x) the Eurodollar Rate (as defined in the Term Loan Agreement) plus 7% or (y) the Base Rate (as defined in the Term Loan Agreement) plus 6% . The initial borrowings under the 2019 Term Loan will be Eurodollar Rate loans with monthly interest payments. The 2019 Term Loan is secured by a first lien on certain specified collateral, including, among other things, equity pledges of 35% of the equity interests in certain of the Company’s first-tier foreign subsidiaries (the remaining 65% of such entities have been previously pledged under the 8.75% Senior Secured Notes), 100% of the equity of BHC III, Bristow International Panama S. de RL, and two newly formed special-purpose vehicles, as well as a junior lien on certain collateral securing the 8.75% Senior Secured Notes. The borrowers have the option in connection with the consummation of a Reorganization Plan (as defined in the Term Loan Agreement) that is satisfactory to the lenders to require that the 2019 Term Loan be converted into equity of the Company upon consummation of such Reorganization Plan, subject to certain conditions. The Term Loan Agreement contains customary pre-payment requirements. The Term Loan Agreement contains certain customary negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s and its subsidiaries’ incurrence of additional indebtedness or liens, mergers, dispositions of assets, investments, restricted payments, modifications to material agreements, transactions with affiliates and fundamental changes. In addition, the Term Loan Agreement required that, on the delivery of each Variance Report (as defined in the Term Loan Agreement), total operating disbursements and total receipts of the Company and its subsidiaries for certain specified periods shall not exceed (with respect to disbursements) or be less than (with respect to total receipts) the aggregate amount forecasted therefor for such period by more (with respect to disbursements) or less (with respect to total receipts) than a specified percentage of the forecasted amount. The Term Loan Agreement also contains customary affirmative covenants and customary representations and warranties. The Term Loan Agreement specifies certain customary events of default, including, among others, failure to pay principal or interest on the 2019 Term Loan when due, the breach of representations or warranties in any material respect, non-performance of other covenants and obligations, judgments, the occurrence of certain ERISA events and certain change of control events. The filing of the Chapter 11 Cases neither constitutes an event of default nor accelerates the maturity of the Company’s indebtedness under the Term Loan Agreement. On June 6, 2019, we entered into Amendment No. 1 to the Term Loan Agreement (the “First Term Loan Amendment”), dated the same date, by and among the Company, BHC III and the lenders party thereto. Among other things, the First Term Loan Amendment extended the deadline for delivery to the administrative agent and the lenders of (i) the annual audit report of the borrower and its subsidiaries for the fiscal year ended March 31, 2019 from 90 days to 120 days after the end of such fiscal year and (ii) monthly unaudited consolidated financial statements of the borrower and its subsidiaries from 10 days to 20 business days after the end of each month. On August 22, 2019, we entered into Amendment No. 2 to the Term Loan Agreement (the “Second Term Loan Amendment”), dated the same date, by and among the Company, BHC III and the Term Loan Agent. The Second Term Loan Amendment amended the Term Loan Agreement in order to clarify the definition of Pledged Aircraft under the Term Loan Agreement. On August 26, 2019, in connection with the entry into the DIP Credit Agreement, we entered into Amendment No. 3 to the Term Loan Agreement (the “Third Term Loan Amendment”), dated the same date, by and among the Company, BHC III, the lenders party thereto and the Term Loan Agent. The Third Term Loan Amendment amended and restated the Term Loan Agreement in order to, among other things, permit the entry into the DIP Credit Agreement, the incurrence of indebtedness thereunder and the granting of related liens thereunder, and make certain other conforming changes. On September 30, 2019, we entered into Amendment No. 4 to the Term Loan Agreement (the “Fourth Term Loan Amendment”), dated the same date, by and among the Company, BHC III and the Term Loan Agent. The Fourth Term Loan Amendment amended the Term Loan Agreement in order to extend the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019. In connection with the Amended Plan, on October 31, 2019, we entered into Amendment No. 5 to the Term Loan Agreement (the “Fifth Term Loan Amendment”), dated the same date, by and among the Company, BHC III, the guarantors party thereto, the lenders party thereto and the Term Loan Agent. The Fifth Term Loan Amendment amended the Term Loan Agreement in order to, among other things, (i) increase the applicable margin in respect of all outstanding term loans to 8.00% in the case of Eurodollar Rate loans and 7.00% for Base Rate loans (with increases to 9.00% and 8.00% , respectively, with respect to all such term loans outstanding after the six-month anniversary of the Effective Date), (ii) release Bristow Helicopter Group Limited from all guaranty and collateral obligations in respect of the 2019 Term Loan, (iii) modify certain negative covenants to, among other things, allow for future aircraft-related financings and related liens and investments and (iv) delete certain provisions relating to the Chapter 11 Cases, in light of the occurrence of the Effective Date of the Amended Plan, including the deletion of the requirements to (x) deliver Variance Reports (as defined in the Term Loan Agreement) and (y) ensure that total operating disbursements and total receipts of the Company and its subsidiaries for certain specified periods did not exceed (with respect to disbursements) or were not less than (with respect to total receipts) the aggregate amount forecasted therefor for such period by more (with respect to disbursements) or less (with respect to total receipts) than a specified percentage of the forecasted amount. Backstop Commitment Agreement — On July 24, 2019, the Company entered into a Backstop Commitment Agreement (the “Backstop Commitment Agreement”) with the other parties thereto (the “Commitment Parties”), pursuant to which the Commitment Parties agreed to backstop a total $385 million new money rights offering (the “Rights Offering”) of New Stock of the Reorganized Company. In accordance with the Amended Plan and certain Rights Offering procedures filed as part of the Amended Plan, the Company granted the Supporting Noteholders, including certain Commitment Parties who are Unsecured Noteholders (the “Unsecured Commitment Parties”) or Secured Noteholders (the “Secured Commitment Parties”), and holders of certain other unsecured claims (collectively with the Unsecured Noteholders, the “Unsecured Claims”), the right to purchase shares of New Stock of the Reorganized Company (the “Rights Offering Shares”), which were comprised of 91.825% of New Common Stock and 8.175% of New Preferred Stock, for an aggregate purchase price of, in the case of the Unsecured Claims, $347.5 million (the “Unsecured Rights Offering Amount”) and, in the case of the Secured Noteholders, $37.5 million (the “Secured Rights Offering Amount” and, together with the Unsecured Rights Offering Amount, the “Rights Offering Amount”)). Under the Backstop Commitment Agreement, the Commitment Parties agreed to purchase any Rights Offering Shares that were not duly subscribed for pursuant to the Rights Offering (the “Unsubscribed Shares”) at the Per Equity Share Purchase Price (as defined in the Backstop Commitment Agreement). Under the Backstop Commitment Agreement, the Debtors agreed to pay (i) on the earlier of the closing date of the transactions contemplated by the Backstop Commitment Agreement or the termination of the Backstop Commitment Agreement, a backstop commitment fee (the “Backstop Commitment Fee”) in, at the election of the Commitment Parties, New Stock equal to 10% of (a) the Unsecured Rights Offering Amount to the Unsecured Commitment Parties and (b) the Secured Rights Offering Amount to the Secured Commitment Parties and (ii) both as promptly as reasonably practicable after entry of the BCA Approval Order (as defined in the Backstop Commitment Agreement) and on a monthly basis thereafter, all reasonably incurred and documented professional fees of the Commitment Parties. The Backstop Commitment Fee was paid in New Stock to the Commitment Parties pro rata based on the amount of their respective backstop commitments. The rights to purchase Rights Offering Shares (excluding Unsubscribed Shares) in the Rights Offering were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to section 1145 of the Bankruptcy Code. A portion of the New Common Stock issued in the Rights Offering was issued in reliance upon such exemption, and a portion of the New Common Stock and all of the New Preferred Stock were issued in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof or another available exemption from registration thereunder. The offer and sale of the Unsubscribed Shares purchased by the Commitment Parties pursuant to the Backstop Commitment Agreement were made in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof or another available exemption from registration thereunder. As a condition to the closing of the transactions contemplated by the Backstop Commitment Agreement, the Reorganized Company entered into a registration rights agreement with certain Commitment Parties requiring the Reorganized Company, subject to the terms and conditions thereof, to register the Commitment Parties’ securities under the Securities Act. The Commitment Parties’ commitments to backstop the Rights Offering and the other transactions contemplated by the Backstop Commitment Agreement were conditioned upon satisfaction of all applicable conditions set forth therein. The Rights Offering Shares were issued pursuant to the Rights Offering and the Backstop Commitment Agreement on the Effective Date. On September 30, 2019, we entered into a limited waiver and amendment to the Backstop Commitment Agreement (the “BCA Amendment”), dated the same date, by and between the Company, on behalf of itself and each of the other Debtors, and certain Commitment Parties. The BCA Amendment extended the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019. Debtor-in-Possession Credit Agreement — In connection with the Chapter 11 Cases and pursuant to a commitment letter between the DIP Borrowers (as defined below) and the lenders party thereto, on July 25, 2019, the Debtors filed a motion seeking, among other things, interim and final approval of the proposed Superpriority Secured Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) among the Company, as lead borrower, BHC III, as co-borrower (together with the Company, the “DIP Borrowers”), the other Debtors and guarantors party thereto and other guarantors from time to time party thereto, the financial institutions or other entities from time to time party thereto, and Ankura Trust Company, LLC, as administrative agent and collateral agent (the “DIP Agent”). On August 21, 2019, the Bankruptcy Court entered a final order, which, among other things, approved the DIP Credit Agreement, and on August 26, 2019, the Company entered into the DIP Credit Agreement. On August 27, 2019, the Company borrowed the full amount of the DIP Credit Agreement of $150 million at an 8.5% borrowing rate, $75 million of which was used to pay down a portion of the 8.75% Senior Secured Notes discussed below and the remainder of which was to be used for general corporate purposes. On September 30, 2019, we entered into Amendment No. 1 to the DIP Credit Agreement (the “DIP Credit Agreement Amendment”), dated the same date, among the Company, BHC III and the DIP Agent. The DIP Credit Agreement Amendment amended the DIP Credit Agreement to extend the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019. On October 31, 2019, we repaid borrowings under the DIP Credit Agreement in exchange for New Stock of the Reorganized Company, and the DIP Credit Agreement terminated pursuant to its terms. Consent Solicitation and Supplemental Indenture — On November 21, 2018, we completed the previously announced solicitation of consents from holders of our outstanding 8.75% Senior Secured Notes to amend certain provisions of the Secured Indenture pursuant to a supplemental indenture (the “Secured Supplemental Indenture”). The Secured Supplemental Indenture became effective upon the execution and delivery thereof, but would become operative only upon the delivery of a cash payment to eligible holders of the 8.75% Senior Secured Notes who validly delivered and did not revoke consents prior to the receipt of the consents required to effect the amendments under the Secured Supplemental Indenture. As the cash payment was not made, the Secured Supplemental Indenture did not become operative. ABL Facility — On April 17, 2018, two of our subsidiaries entered into a new asset-backed revolving credit facility (the “ABL Facility”), which provides for commitments in an aggregate amount of $75 million , with a portion allocated to each borrower subsidiary, subject to an availability block of $15 million and a borrowing base calculated by reference to eligible accounts receivable. The maximum amount of the ABL Facility could be increased from time to time to a total of as much as $100 million , subject to the satisfaction of certain conditions, and any such increase would be allocated among the borrower subsidiaries. The ABL Facility matures in five years , 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. As of June 30, 2019 , there were no outstanding borrowings under the ABL Facility nor had we made any draws during the three months ended June 30, 2019 . Letters of credit issued under the ABL Facility in the aggregate face amount of $14.7 million were outstanding on June 30, 2019 . The ABL Facility was amended pursuant to the ABL Waiver. As discussed above under “— Waiver of Defaults ,” the ABL Waiver provided that the maturity date of December 14, 2021 shall be subject to certain early maturity triggers related to a Change of Control of the Company (as such definition has been amended by the ABL Waiver) or the ABL Waiver Termination Date. On the Effective Date, the Company entered into an Amendment and Restatement, Confirmation and Waiver Agreement (the “ABL Amendment”) to the ABL Facility (together with the ABL Amendment, the “Amended ABL”), by and among the Company, as parent, Bristow Norway AS and Bristow Helicopters, as borrowers and guarantors, the financial institutions from time to time party thereto as lenders and Barclays Bank PLC, in its capacity as agent and security trustee. The ABL Amendment amended the ABL Facility in order to, among other things, (i) make permanent certain waivers of defaults or events of default that were previously provided during the pendency of the Chapter 11 Cases, (ii) confirm the existing maturity date of April 17, 2023, (iii) provide that the maximum amount of the Amended ABL may be increased, subject to satisfaction of certain conditions, from time to time to a total of as much as $115 million from its current aggregate of $100 million , and (iv) provide for the accession at a later date of Bristow U.S. LLC as a co-borrower under the Amended ABL and the addition of certain of its receivables to the borrowing base and the collateral for the Amended ABL. 8.75% Senior Secured Notes due 2023 — On August 12, 2019, we commenced a tender offer (the “Tender Offer”) to purchase for cash our outstanding 8.75% Senior Secured Notes, up to an aggregate principal amount that would not result in an aggregate purchase price (including accrued and unpaid interest to, but not including, the settlement date) that exceeded $75.0 million . On September 11, 2019, we completed the Tender Offer, purchasing $74.8 million aggregate principal amount of the 8.75% Senior Secured Notes for $74.8 million, plus accrued and unpaid interest of $0.2 million , using funds borrowed under the DIP Credit Agreement. In accordance with the Amended Plan, on the Effective Date, all outstanding obligations under the 8.75% Senior Secured Notes, including the indentures governing such obligations, were cancelled, except to the limited extent expressly set forth in the Amended Plan. 4½% Convertible Senior Notes due 2023 — The balances of the debt and equity components of our 4½% Convertible Senior Notes are as follows (in thousands): June 30, March 31, Equity component - net carrying value (1) $ 36,778 $ 36,778 Debt component: Face amount due at maturity $ 143,750 $ 143,750 Unamortized discount — (30,806 ) Debt component - net carrying value $ 143,750 $ 112,944 _____________ (1) Net of equity issuance costs of $1.0 million . Prior to May 11, 2019, the remaining debt discount was being amortized to interest expense over the term of the 4½% Convertible Senior Notes using the effective interest rate. The effective interest rate for the three months ended June 30, 2019 was 11.0% . Interest expense related to our 4½% Convertible Senior Notes was as follows (in thousands): Three Months Ended 2019 2018 Contractual coupon interest $ 715 $ 1,611 Amortization of debt discount 648 1,313 Total interest expense $ 1,363 $ 2,924 As of May 11, 2019, we determined that the 4½% Convertible Senior Notes were an allowed claim and therefore reclassified the balance to liabilities subject to compromise and discontinued accruing interest on these obligations. Contractual interest on the 4½% Convertible Senior Notes for the three months ended June 30, 2019 was $1.6 million , which is $0.9 million in excess of reported interest expense for the three months ended June 30, 2019. In connection with reclassifying the 4½% Convertible Senior Notes to liabilities subject to compromise, we wrote-off $30.2 million of unamortized discount and $2.3 million of deferred financing fees. See Note 2 for further details. In |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 3 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES Assets and liabilities subject to fair value measurement are categorized into one of three different levels depending on the observability of the inputs employed in the measurement, as follows: • Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs that reflect quoted prices for identical assets or liabilities in markets which are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 – unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. Recurring Fair Value Measurements The following table summarizes the financial instruments we had as of June 30, 2019 , valued at fair value on a recurring basis (in thousands): Quoted Prices Significant Significant Balance as of Balance Sheet Derivative financial instruments $ — $ 2,134 $ — $ 2,134 Prepaid expenses and other current assets Rabbi Trust investments 2,632 — — 2,632 Other assets Total assets $ 2,632 $ 2,134 $ — $ 4,766 The following table summarizes the financial instruments we had as of March 31, 2019 , valued at fair value on a recurring basis (in thousands): Quoted Prices Significant Significant Balance as of Balance Sheet Derivative financial instruments $ — $ 1,845 $ — $ 1,845 Prepaid expenses and other current assets Rabbi Trust investments 2,544 — — 2,544 Other assets Total assets $ 2,544 $ 1,845 $ — $ 4,389 The rabbi trust investments consist of cash and mutual funds whose fair value are based on quoted prices in active markets for identical assets, and are designated as Level 1 within the valuation hierarchy. The rabbi trust holds investments related to our non-qualified deferred compensation plan for our senior executives. The derivative financial instruments consist of foreign currency put option contracts whose fair value is determined by quoted market prices of the same or similar instruments, adjusted for counterparty risk. See Note 7 for a discussion of our derivative financial instruments. Non-recurring Fair Value Measurements The majority of our non-financial assets, which include inventories, property and equipment, assets held for sale, goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial asset is required to be evaluated for impairment and deemed to be impaired, the impaired non-financial asset is recorded at its fair value. We did not have any items valued at fair value on a non-recurring basis as of June 30, 2019 and 2018. Fair Value of Debt The fair value of our debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of our fixed rate long-term debt is estimated based on quoted market prices and has not been updated for any possible acceleration provisions in our debt instruments. The carrying and fair value of our debt, excluding unamortized debt issuance costs, are as follows (in thousands): June 30, 2019 March 31, 2019 Carrying Value Fair Value Carrying Value Fair Value 8.75% Senior Secured Notes due 2023 (1) $ 347,597 $ 339,500 $ 347,400 $ 252,000 4½% Convertible Senior Notes due 2023 (2) (3) 143,750 30,188 112,944 28,923 6¼% Senior Notes due 2022 (3) 401,535 83,720 401,535 75,288 Term Loan 75,000 75,000 — — Lombard Debt 176,094 176,094 183,450 183,450 Macquarie Debt 171,028 171,028 171,028 171,028 PK Air Debt 210,494 210,494 212,041 212,041 Airnorth Debt 10,146 10,146 11,058 11,058 Eastern Airways Debt 382 382 — — Other Debt (3) 9,370 9,370 9,168 9,168 $ 1,545,396 $ 1,105,922 $ 1,448,624 $ 942,956 _____________ (1) The carrying value is net of unamortized discount of $2.4 million and $2.6 million as of June 30, 2019 and March 31, 2019 , respectively. (2) The carrying value is net of unamortized discount of zero and $30.8 million as of June 30, 2019 and March 31, 2019 , respectively. (3) Reclassified to liabilities subject to compromise on our condensed consolidated balance sheet as of June 30, 2019. See Note 2 and Note 5 for further details. Other The fair values of our cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS (Notes) | 3 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 7 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES From time to time, we enter into forward exchange contracts as a hedge against foreign currency asset and liability commitments and anticipated transaction exposures, including intercompany purchases. All derivatives are recognized as assets or liabilities and measured at fair value. We do not use financial instruments for trading or speculative purposes. During fiscal year 2019 and the three months ended June 30, 2019 , we entered into foreign currency put option contracts of £5 million per month through April 2020 to mitigate a portion of our foreign currency exposure. These derivatives were designated as cash flow hedges. The designation of a derivative instrument as a hedge and its ability to meet relevant hedge accounting criteria determines how the change in fair value of the derivative instrument will be reflected in the consolidated financial statements. A derivative qualifies for hedge accounting if, at inception, the derivative is expected to be highly effective in offsetting the hedged item’s underlying cash flows or fair value and the documentation requirements of the accounting standard for derivative instruments and hedging activities are fulfilled at the time we enter into the derivative contract. A hedge is designated as a cash flow hedge, fair value hedge, or a net investment in foreign operations hedge based on the exposure being hedged. The asset or liability value of the derivative will change in tandem with its fair value. For derivatives designated as cash flow hedges, the changes in fair value are recorded in accumulated other comprehensive income (loss). The derivative’s gain or loss is released from accumulated other comprehensive income (loss) to match the timing of the effect on earnings of the hedged item’s underlying cash flows. We review the effectiveness of our hedging instruments on a quarterly basis. We discontinue hedge accounting for any hedge that we no longer consider to be highly effective. Changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting are recognized in current period earnings. None of our derivative instruments contain credit-risk-related contingent features. Counterparties to our derivative contracts are high credit quality financial institutions. The following table presents the balance sheet location and fair value of the portions of our derivative instruments that were designated as hedging instruments as of June 30, 2019 (in thousands): Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet Prepaid expenses and other current assets $ 2,134 $ — $ 2,134 $ — $ 2,134 Net $ 2,134 $ — $ 2,134 $ — $ 2,134 The following table presents the balance sheet location and fair value of the portions of our derivative instruments that were designated as hedging instruments as of March 31, 2019 (in thousands): Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet Prepaid expenses and other current assets $ 1,845 $ — $ 1,845 $ — $ 1,845 Net $ 1,845 $ — $ 1,845 $ — $ 1,845 The following table presents the impact that derivative instruments, designated as cash flow hedges, had on our accumulated other comprehensive loss (net of tax) and our consolidated statements of operations for the three months ended June 30, 2019 (in thousands): Financial statement location Amount of gain recognized in accumulated other comprehensive loss $ 485 Accumulated other comprehensive loss Amount of gain reclassified from accumulated other comprehensive loss into earnings $ 11 Statement of operations We estimate that $0.1 million of net gain in accumulated other comprehensive loss associated with our derivative instruments is expected to be reclassified into earnings within the next twelve months. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Aircraft Purchase Contracts — As shown in the table below, we have obligations to make additional capital expenditures over the next seven fiscal years to purchase additional aircraft. As of June 30, 2019, we had 26 aircraft on order and no options to acquire additional aircraft. Nine Months Ending March 31, 2020 Fiscal Year Ending March 31, 2021 2022 2023 2024 and thereafter Total Commitments as of June 30, 2019: (1) Number of aircraft: Large (2) — — 3 4 15 22 U.K. SAR (3) 3 1 — — — 4 3 1 3 4 15 26 Related commitment expenditures (in thousands) Large (2) $ 3,486 $ 10,692 $ 60,657 $ 77,428 $ 238,017 $ 390,280 U.K. SAR (3) 60,057 — — — — 60,057 $ 63,543 $ 10,692 $ 60,657 $ 77,428 $ 238,017 $ 450,337 _____________ (1) On July 25, 2019, we entered into an amendment to our agreement for the purchase of four AW189 U.K. SAR configuration helicopters. Pursuant to the amendment, the parties mutually agreed to postpone the delivery dates for three helicopters to the second half of fiscal year 2020 and the first quarter of fiscal year 2021. The postponement in deliveries resulted in deferral of approximately $15.0 million in capital expenditures scheduled for fiscal years 2020 into fiscal year 2021. The impact of this amendment is not included in the table above. (2) In October 2019, the Bankruptcy Court approved our agreement with Airbus Helicopters S.A.S. to reject our aircraft purchase contract for 22 large aircraft. This impact of this agreement is not included in the table above. (3) The four AW189 U.K. SAR configured aircraft on order were being leased as of March 31, 2019. One of the AW189s was purchased in August 2019 and one of the AW189s was purchased in October 2019. We periodically purchase aircraft for which we have no orders. Environmental Contingencies — The U.S. Environmental Protection Agency (the “EPA”), has in the past notified us that we are a potential responsible party (“PRP”) at three former waste disposal facilities that are on the National Priorities List of contaminated sites. Under the federal Comprehensive Environmental Response, Compensation and Liability Act, also known as the Superfund law, persons who are identified as PRPs may be subject to strict, joint and several liability for the costs of cleaning up environmental contamination resulting from releases of hazardous substances at National Priorities List sites. Although we have not yet obtained a formal release of liability from the EPA with respect to any of the sites, we believe that our potential liability in connection with the sites is not likely to have a material adverse effect on our business, financial condition or results of operations. Other Purchase Obligations — As of June 30, 2019 , we had $25.6 million of other purchase obligations representing unfilled purchase orders for aircraft parts and non-cancelable power-by-the-hour maintenance commitments. Sikorsky Lawsuit — On January 8, 2019, we filed suit in the District Court of Harris County, Texas against Sikorsky Aircraft Corporation (“Sikorsky”) for breach of contract, unjust enrichment and conversion as a result of Sikorsky terminating a sales agreement after we sought to delay delivery of a helicopter and retaining our $11.7 million deposit as liquidated damages. We are seeking a ruling that Sikorsky be required to return the deposit and provide an accurate calculation of its damages under the sales agreement. Bristow recently removed the claim to the Southern District of Texas bankruptcy court based on Sikorsky’s decision to file a claim in bankruptcy related to this case. We expect a resolution in the next six to nine months. Other Matters — Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims have been covered by insurance subject to deductible, self-insured retention and loss sensitive factors. On November 6, 2017, the Huntington National Bank (“Huntington”) filed suit against the Company and Bristow U.S. LLC in the U.S. District Court for the Southern District of New York (the “Southern District of New York Court”). Huntington alleges violation of an addendum of a lease agreement for failure to arrange for the enrollment of the aircraft engines in a maintenance agreement and seeks approximately $2.5 million in damages. We submitted a counterclaim for approximately $100,000 of costs related to storage, maintenance and insurance of the aircraft following the expiration of the lease. On March 1, 2019, the Southern District of New York Court denied Huntington’s motion for summary judgment. We initiated discovery; however, on May 16, 2019, the proceedings were stayed as a result of the Chapter 11 Cases. Huntington filed a claim in the bankruptcy proceedings for the damages alleged in its initial lawsuit and for damages allegedly incurred as a result of Bristow returning a second leased aircraft. The Company, Bristow U.S. LLC, and Huntington entered into a Settlement Agreement on October 17, 2019 that provides a framework for resolution of Huntington’s claims with respect to both leased aircraft. The Bankruptcy Court approved the settlement on October 23, 2019. Two purported class action complaints, Kokareva v. Bristow Group Inc. , Case No. 4:19-cv-0509 and Lilienfield v. Bristow Group Inc. , Case No. 4:19-cv-1064, were filed in the U.S. District Court for the Southern District of Texas (the “Southern District of Texas Court”) on February 14, 2019 and March 21, 2019, respectively. The complaints, which also name Jonathan E. Baliff and L. Don Miller as defendants, allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), arising out of the Company’s disclosures and alleged failure to make timely disclosure of inadequate monitoring control processes related to non-financial covenants within certain of its secured financing and lease agreements. On May 17, 2019, the Southern District of Texas Court appointed BRS Investor Group as Lead Plaintiff and consolidated both actions under Kokareva v. Bristow Group Inc. , Case No. 4:19-cv-0509. When the Company filed the Chapter 11 Cases on May 11, 2019, the litigation against the Company was automatically stayed. When the Company emerged from bankruptcy, all the claims against the Company were released, but the case is still proceeding against the individual defendants. Plaintiffs filed a Consolidated Amended Complaint on November 4, 2019, and defendants have until January 3, 2020 to file a response. The defendants believe that the claims are without merit and intend to vigorously defend against them. On June 7, 2019, Marilyn DeVault filed a Stockholder Derivative Complaint against Thomas N. Amonett, Gaurdie Banister Jr., Ian A. Godden, Lori A. Gobillot, A. William Higgins, Thomas C. Knudson, Biggs C. Porter, Jonathan E. Baliff, Stephen A. King, Matthew Masters, David C. Gompert, Bruce H. Stover, L. Don Miller, and Brian J. Allman (the “Derivative Defendants”) in the United States District Court for the District of Delaware. The complaint alleges breaches of fiduciary duties and violations of Section 10(b) of the Exchange Act arising out of Company disclosures and failing to have adequate monitoring control processes related to non-financial covenants within certain of our secured financing and lease agreements. The complaint also alleges waste of corporate assets, gross mismanagement, and unjust enrichment. On July 19, 2019, the parties submitted a Joint Stipulation to stay the case pending the resolution of any motion to dismiss filed in the actions in the Southern District of Texas Court. The Derivative Defendants believe that the claims are without merit and intend to vigorously defend against them. We operate in jurisdictions internationally where we are 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 our earnings until such time as a clear court or other ruling exists. We operate in jurisdictions currently where amounts may be due to governmental bodies that we are not currently recording liabilities for as it is unclear how broad or narrow legislation may ultimately be interpreted. We believe that payment of amounts in these instances is not probable at this time, but is reasonably possible. We are a defendant in certain claims and litigation arising out of operations in the normal course of business. In the opinion of management, uninsured losses, if any, will not be material to our financial position, results of operations or cash flows. |
LEASES
LEASES | 3 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | LEASES As discussed in Note 1, we adopted ASC 842 on a prospective basis on April 1, 2019 and used the effective date as the date of initial application. Therefore, prior period financial information has not been adjusted and continues to be reflected in accordance with our historical accounting policies. The lease standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. We elected to adopt the “package of practical expedients”, which allows us to carry forward historical assessments of whether existing agreements contain a lease, classification of existing lease agreements, and treatment of initial direct lease costs. We also elected to account for non-lease and lease components as a single lease component for all asset classes and exclude short-term leases (those with terms of 12 months or less) from balance sheet presentation. The adoption of this accounting standard had the effects specified in Note 1. Accounting Policy for Leases We determine if an arrangement is a lease at inception. All of our leases are operating leases and are recorded in ROU assets, accounts payable and operating lease liabilities in our condensed consolidated balance sheet as of June 30, 2019 . ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of a lease based on the present value of lease payments over the lease term. We use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease. The lease term includes options to extend when we are reasonably certain to exercise the option. We are not, however, reasonably certain that we will exercise any option(s) to extend at commencement of a lease as each extension would be based on the relevant facts and circumstances at the time of the decision to exercise or not exercise an extension option, and as such, they have not been included in the remaining lease terms. We will evaluate the impact of lease extensions, if and when the exercise of an extension option is probable. Overview We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities used in our operations. The related lease agreements, which range from non-cancelable and month-to-month terms, generally provide for fixed monthly rentals, and can also include renewal options. We generally pay all insurance, taxes, and maintenance expenses associated with these leases, and these costs are not included in the lease liability and are recognized in the period in which they are incurred. The aircraft leases range from base terms of up to 180 months with renewal options of up to 240 months in some cases, include purchase options upon expiration and some include early purchase options. The leases contain terms customary in transactions of this type, including provisions that allow the lessor to repossess the aircraft and require us to pay a stipulated amount if we default on our obligations under the agreements. The following is a summary of the terms related to aircraft leased under operating leases with original or remaining terms in excess of one year as of June 30, 2019 : End of Lease Term Number of Aircraft Nine months ending March 31, 2019 to fiscal year 2020 28 Fiscal year 2021 to fiscal year 2023 24 Fiscal year 2024 to fiscal year 2025 1 53 Rent expense incurred under all operating leases was $52.2 million and $50.1 million for the three months ended June 30, 2019 and 2018 , respectively. For the three months ended June 30, 2019, a portion of the total operating lease expense relating to short-term leases was $0.3 million . Rent expense incurred under operating leases for aircraft was $46.4 million and $44.1 million for the three months ended June 30, 2019 and 2018 , respectively. Operating leases as of June 30, 2019 were as follows (in thousands): Operating lease right-of-use assets $ 187,961 Current portion of operating lease liabilities $ 90,946 Operating lease liabilities 103,567 Total operating lease liabilities $ 194,513 Three Months Ended Cash paid for operating leases $ 36,650 ROU assets obtained in exchange for lease obligations $ 48,068 Weighted average remaining lease term 4 years Weighted average discount rate 7.14 % As of June 30, 2019 , aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 53 aircraft, are as follows (in thousands): Aircraft Other Total Fiscal year ending March 31, 2020 $ 71,103 $ 9,550 $ 80,653 2021 39,428 10,622 50,050 2022 26,713 9,601 36,314 2023 7,479 8,586 16,065 2024 205 8,345 8,550 Thereafter — 27,748 27,748 $ 144,928 $ 74,452 $ 219,380 We lease six S-92 model aircraft and one AW139 model aircraft from VIH Aviation Group, which is a related party due to common ownership of Cougar Helicopters Inc. (“Cougar”) and paid lease fees of $4.5 million and $5.0 million during the three months ended June 30, 2019 and 2018 , respectively. Additionally, we lease a facility in Galliano, Louisiana from VIH Helicopters USA, Inc., another related party due to common ownership of Cougar, and paid $0.1 million in lease fees during both the three months ended June 30, 2019 and 2018 . In April and May 2019, we returned our remaining four H225 leased aircraft and paid $4.3 million in lease return costs. We owe an additional $2.8 million in lease return costs, $9.7 million in future rent and $9.4 million in deferred rent related to these four H225 lease returns. These amounts are included in liabilities subject to compromise in our condensed consolidated balance sheet as of June 30, 2019 . Also, we reduced our right-of-use assets by $11.9 million and operating lease liabilities by $12.4 million in connection with these lease returns. For further information regarding the Omnibus Agreement, see Note 5. In June 2019, we rejected ten aircraft leases including nine S-76C+s and one S-76D and recorded $26.1 million of lease termination costs, net. Also, in connection with these ten aircraft lease returns, we reduced our right-of-use assets by $18.6 million and operating lease liabilities by $20.2 million . On October 31, 2019, as part of the Amended Plan, we settled and paid these liabilities in full for $3.9 million . In September 2019, we rejected the lease for our corporate headquarters in Houston, Texas. As of September 30, 2019, we recorded an allowed claim of $5.3 million , which was settled and paid in full for $0.6 million on October 31, 2019, as part of the Amended Plan. Also, in connection with the corporate lease rejection, as of September 30, 2019 we reduced our right-of-use assets by $13.2 million and operating lease liabilities by $18.9 million . |
TAXES
TAXES | 3 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
TAXES | TAXES Our provision for income taxes for the interim period ended June 30, 2019 was prepared using a discrete effective tax rate method. Historically, we calculated our provision for income taxes during interim reporting periods by applying the estimated annual income tax rate for the full fiscal year to income from continuing operations, excluding discrete items, for the reporting period. We determined that since small changes in estimated pre-tax income or loss would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate of income taxes for the quarter ended June 30, 2019. We will continue to evaluate income tax estimates under the historical method in subsequent quarters and employ a discrete effective tax rate method if warranted. During the three months ended June 30, 2019 and 2018 , our effective tax rate was 8.4% and 8.2% , respectively. The effective tax rate for the three months ended June 30, 2019 and 2018 were impacted by valuation allowances against future realization of foreign tax credits and net operating losses in certain foreign jurisdictions. The relationship between our provision for or benefit from income taxes and our pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, (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) our geographical blend of pre-tax book income. Consequently, our income tax expense or benefit does not change proportionally with our pre-tax book income or loss. Significant decreases in our pre-tax book income typically result in higher effective tax rates, while significant increases in pre-tax book income can lead to lower effective tax rates, subject to the other factors impacting income tax expense noted above. The change in our effective tax rate excluding discrete items for the three months ended June 30, 2019 compared to the three months ended June 30, 2018 primarily related to changes in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions. Additionally, our valuation allowance decreased by $0.3 million and increased $1.0 million for the three months ended June 30, 2019 and 2018 , respectively, which also impacted our effective tax rate. As of June 30, 2019 , there were $4.0 million of unrecognized tax benefits, all of which would have an impact on our effective tax rate if recognized. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Jun. 30, 2019 | |
Defined Benefit Plan [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Pension Plans The components of net periodic pension cost other than the service cost component are included in other income (expense), net on our condensed consolidated statement of operations. The following table provides a detail of the components of net periodic pension cost (in thousands): Three Months Ended 2019 2018 Service cost for benefits earned during the period $ 159 $ 219 Interest cost on pension benefit obligation 2,919 3,364 Expected return on assets (4,005 ) (4,434 ) Prior service costs 35 — Amortization of unrecognized losses 2,061 2,057 Net periodic pension cost $ 1,169 $ 1,206 The current estimates of our cash contributions to our defined benefit pension plans to be paid in fiscal year 2020 are $16.1 million , of which $3.9 million was paid during the three months ended June 30, 2019 . The weighted-average expected long-term rate of return on assets for our U.K. pension plans as of March 31, 2019 was 3.4% . Incentive Compensation Prior to May 11, 2019, stock-based awards were made under the Bristow Group Inc. 2007 Long-Term Incentive Plan (the “2007 Plan”). A maximum of 10,646,729 shares of common stock were reserved. Awards granted under the 2007 Plan were in the form of stock options, stock appreciation rights, shares of restricted stock, other stock-based awards (payable in cash or common stock) or performance awards, or any combination thereof, and were made to outside directors, employees or consultants. As of June 30, 2019 , 2,286,944 shares remained available for grant under the 2007 Plan. We have a number of other incentive and stock option plans which are described in Note 10 to our fiscal year 2019 Financial Statements. Total stock-based compensation expense, which includes stock options and restricted stock, totaled $0.8 million and $1.7 million for the three months ended June 30, 2019 and 2018 , respectively. Stock-based compensation expense has been allocated to our various regions. No stock-based compensation was awarded in fiscal year 2020 under the 2007 Plan. The 2007 Plan and all awards thereunder were cancelled effective upon emergence from bankruptcy on October 31, 2019. See Note 2 for further details on fiscal year 2020 incentive compensation awards. In addition to the key employee incentive plans approved by the Bankruptcy Court described in Note 2 , we made retention payments in April and October 2019 totaling $3.2 million to non-executives and retention payments in April 2019 totaling $3.1 million to executives and made $3.5 million of payments for the first quarter fiscal year 2020 management incentive plan in May 2019. |
EARNINGS PER SHARE AND ACCUMULA
EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME | 3 Months Ended |
Jun. 30, 2019 | |
Dividends, Share Repurchases, Earning Per Share and Accumulated Other Comprehensive Income [Abstract] | |
DIVIDENDS, SHARE REPURCHASES, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME | EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME 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 shares and restricted stock awards, which were outstanding during the period but were anti-dilutive, as follows: Three Months Ended 2019 2018 Options: Outstanding 3,197,023 2,849,429 Weighted average exercise price $ 26.56 $ 35.43 Restricted stock awards: Outstanding 684,324 567,143 Weighted average price $ 8.01 $ 14.54 The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended 2019 2018 Loss (in thousands): Loss available to common stockholders – basic $ (169,246 ) $ (31,864 ) Loss available to common stockholders – diluted $ (169,246 ) $ (31,864 ) Shares: Weighted average number of common shares outstanding – basic 35,918,916 35,629,741 Net effect of dilutive stock options and restricted stock awards based on the treasury stock method — — Weighted average number of common shares outstanding – diluted (1) 35,918,916 35,629,741 Basic loss per common share $ (4.71 ) $ (0.89 ) Diluted loss per common share $ (4.71 ) $ (0.89 ) _____________ (1) Potentially dilutive shares issuable pursuant to our warrant transactions entered into concurrently with the issuance of our 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the three months ended June 30, 2019 and 2018, because to do so would have been anti-dilutive. For further details on the Warrant Transactions, see Note 5 in our fiscal year 2019 Financial Statements. Pursuant to the Amended Plan, upon the Effective Date all existing equity interests in the Company were cancelled and discharged, including the options and restricted stock awards. Accumulated Other Comprehensive Loss The following table sets forth the changes in the balances of each component of accumulated other comprehensive loss (in thousands): Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 2019 $ (137,867 ) $ (189,734 ) $ (388 ) $ (327,989 ) Other comprehensive income before reclassification 16,888 — 485 17,373 Reclassified from accumulated other comprehensive income — — (11 ) (11 ) Net current period other comprehensive income 16,888 — 474 17,362 Foreign exchange rate impact (5,280 ) 5,280 — — Balance as of June 30, 2019 $ (126,259 ) $ (184,454 ) $ 86 $ (310,627 ) _____________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. (2) Reclassification of amounts related to cash flow hedges were included as direct costs. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION We conduct our business in one segment: industrial aviation services. The industrial aviation services global operations are conducted primarily through two hubs that include four regions as follows: Europe Caspian, Africa, Americas and Asia Pacific. The Europe Caspian region comprises all our operations and affiliates in Europe and Central Asia, including Norway, the U.K. and Turkmenistan. The Africa region comprises all our operations and affiliates on the African continent, including Nigeria and Egypt. The Americas region comprises all our operations and affiliates in North America and South America, including Brazil, Canada, Guyana, Trinidad and the U.S. Gulf of Mexico. The Asia Pacific region comprises all our operations and affiliates in Australia and Southeast Asia. Prior to the sale of BHLL and Aviashelf during the three months ended June 30, 2019, we had operations in Sakhalin, Russia which is included in our Asia Pacific region. The following tables show region information for the three months ended June 30, 2019 and 2018 and as of June 30 and March 31, 2019 , where applicable, reconciled to consolidated totals, and prepared on the same basis as our condensed consolidated financial statements (in thousands): Three Months Ended 2019 2018 Region revenue from external customers: Europe Caspian $ 188,594 $ 218,500 Africa 49,516 36,416 Americas 56,990 51,367 Asia Pacific 37,811 60,196 Corporate and other 265 189 Total region revenue (1) $ 333,176 $ 366,668 Intra-region revenue: Europe Caspian $ 1,044 $ 1,680 Africa 122 — Americas 1,311 1,637 Asia Pacific 44 — Corporate and other — 1 Total intra-region revenue $ 2,521 $ 3,318 Consolidated revenue: Europe Caspian $ 189,638 $ 220,180 Africa 49,638 36,416 Americas 58,301 53,004 Asia Pacific 37,855 60,196 Corporate and other 265 190 Intra-region eliminations (2,521 ) (3,318 ) Total consolidated revenue (1) $ 333,176 $ 366,668 _____________ (1) The above table represents disaggregated revenue from contracts with customers except for $8.4 million of revenue included in totals ( $0.3 million from Europe Caspian, $8.0 million from Americas and $0.1 million from Asia Pacific) for the three months ended June 30, 2019 and $19.8 million of revenue included in totals ( $13.0 million from Europe Caspian, $6.7 million from Americas and $0.1 million from Asia Pacific) for the three months ended June 30, 2018 . For further details on revenue recognition, see Note 3 . Three Months Ended 2019 2018 Earnings from unconsolidated affiliates, net of losses – equity method investments: Europe Caspian $ 171 $ 25 Americas 2,176 (1,437 ) Corporate and other — (135 ) Total earnings from unconsolidated affiliates, net of losses – equity method investments $ 2,347 $ (1,547 ) Consolidated operating loss: Europe Caspian $ 11,807 $ 21,928 Africa 7,745 1,141 Americas 3,568 (7,343 ) Asia Pacific (12,434 ) (971 ) Corporate and other (28,641 ) (16,631 ) Loss on disposal of assets (3,787 ) (1,678 ) Total consolidated operating loss (1) $ (21,742 ) $ (3,554 ) Depreciation and amortization: Europe Caspian $ 12,439 $ 12,755 Africa 4,991 3,414 Americas 6,880 6,881 Asia Pacific 3,721 4,355 Corporate and other 3,308 3,536 Total depreciation and amortization $ 31,339 $ 30,941 June 30, March 31, Identifiable assets: Europe Caspian $ 1,131,538 $ 1,070,863 Africa 349,541 325,502 Americas 667,639 661,266 Asia Pacific 249,769 255,136 Corporate and other (2) 369,468 339,832 Total identifiable assets $ 2,767,955 $ 2,652,599 Investments in unconsolidated affiliates – equity method investments: Europe Caspian $ 360 $ 375 Americas 111,195 108,831 Corporate and other 2,653 2,711 Total investments in unconsolidated affiliates – equity method investments $ 114,208 $ 111,917 _____________ (1) Results for the three months ended June 30, 2018 were positively impacted by a reduction to rent expense of $3.5 million (included in direct costs) impacting Europe Caspian and Asia Pacific regions by $2.7 million and $0.8 million , respectively, related to OEM cost recoveries for ongoing aircraft issues. For further details, see Note 1. (2) Includes $48.8 million and $51.7 million of construction in progress within property and equipment on our condensed consolidated balance sheets as of June 30 and March 31, 2019 , respectively, which primarily represents progress payments on aircraft to be delivered in future periods. As discussed in Note 8 , in September 2019, we rejected our aircraft purchase agreement with Airbus Helicopters S.A.S. and wrote-off $30.6 million of construction in progress as of September 30, 2019. |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 3 Months Ended |
Jun. 30, 2019 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Supplemental Condensed Consolidating Financial Information | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Company had registered senior notes that the Guarantor Subsidiaries fully, unconditionally, jointly and severally guaranteed. The following supplemental financial information sets forth, on a consolidating basis, the balance sheet, statement of operations, comprehensive income and cash flow information for Bristow Group Inc. (“Parent Company Only”), for the Guarantor Subsidiaries and for our other subsidiaries (the “Non-Guarantor Subsidiaries”). We have not presented separate financial statements and other disclosures concerning the Guarantor Subsidiaries because management has determined that such information is not material to investors. For further details on the registered senior notes, which were discharged upon the emergence from bankruptcy, see Note 5 to the fiscal year 2019 Financial Statements. The supplemental condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include all disclosures included in annual financial statements, although we believe that the disclosures made are adequate to make the information presented not misleading. The principal eliminating entries eliminate investments in subsidiaries, intercompany balances and intercompany revenue and expense. The allocation of the consolidated income tax provision was made using the with and without allocation method. Supplemental Condensed Consolidating Statement of Operations Three Months Ended June 30, 2019 Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Third party revenue $ — $ 37,799 $ 295,377 $ — $ 333,176 Intercompany revenue — 24,677 — (24,677 ) — — 62,476 295,377 (24,677 ) 333,176 Operating expense: Direct cost and reimbursable expense 119 41,624 232,150 — 273,893 Intercompany expenses — — 24,677 (24,677 ) — Prepetition restructuring charges 12,449 — 1,027 — 13,476 Depreciation and amortization 3,137 17,661 10,541 — 31,339 General and administrative 9,711 3,930 21,129 — 34,770 25,416 63,215 289,524 (24,677 ) 353,478 Loss on disposal of assets — (476 ) (3,311 ) — (3,787 ) Earnings from unconsolidated affiliates, net of losses (100,957 ) — 2,347 100,957 2,347 Operating income (loss) (126,373 ) (1,215 ) 4,889 100,957 (21,742 ) Interest expense, net (13,367 ) (5,865 ) (7,089 ) — (26,321 ) Reorganization items (49,845 ) (26,051 ) (460 ) — (76,356 ) Loss on sale of subsidiaries — — (56,303 ) — (56,303 ) Other income (expense), net 119 501 (4,493 ) — (3,873 ) Loss before (provision) benefit for income taxes (189,466 ) (32,630 ) (63,456 ) 100,957 (184,595 ) Allocation of consolidated income taxes 20,235 (1,176 ) (3,552 ) — 15,507 Net loss (169,231 ) (33,806 ) (67,008 ) 100,957 (169,088 ) Net income attributable to noncontrolling interests (15 ) — (143 ) — (158 ) Net loss attributable to Bristow Group $ (169,246 ) $ (33,806 ) $ (67,151 ) $ 100,957 $ (169,246 ) Supplemental Condensed Consolidating Statement of Operations Three Months Ended June 30, 2018 Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Third party revenue $ 45 $ 34,135 $ 332,488 $ — $ 366,668 Intercompany revenue — 26,517 — (26,517 ) — 45 60,652 332,488 (26,517 ) 366,668 Operating expense: Direct cost and reimbursable expense 16 41,876 254,063 — 295,955 Intercompany expenses — — 26,517 (26,517 ) — Depreciation and amortization 3,066 18,222 9,653 — 30,941 General and administrative 12,788 3,798 23,515 — 40,101 15,870 63,896 313,748 (26,517 ) 366,997 Gain (loss) on disposal of assets (806 ) (1,160 ) 288 — (1,678 ) Earnings from unconsolidated affiliates, net of losses (7,065 ) — (1,547 ) 7,065 (1,547 ) Operating income (loss) (23,696 ) (4,404 ) 17,481 7,065 (3,554 ) Interest expense, net (16,379 ) (6,830 ) (3,935 ) — (27,144 ) Other income (expense), net 134 1,075 (5,159 ) — (3,950 ) Loss before (provision) benefit for income taxes (39,941 ) (10,159 ) 8,387 7,065 (34,648 ) Allocation of consolidated income taxes 8,092 893 (6,134 ) — 2,851 Net income (loss) (31,849 ) (9,266 ) 2,253 7,065 (31,797 ) Net income attributable to noncontrolling interests (15 ) — (52 ) — (67 ) Net income (loss) attributable to Bristow Group $ (31,864 ) $ (9,266 ) $ 2,201 $ 7,065 $ (31,864 ) Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended June 30, 2019 Parent Guarantor Non- Eliminations Consolidated (In thousands) Net loss $ (169,231 ) $ (33,806 ) $ (67,008 ) $ 100,957 $ (169,088 ) Other comprehensive loss: Currency translation adjustments — (355 ) 14,313 2,941 16,899 Unrealized gain on cash flow hedges — — 474 — 474 Total comprehensive loss (169,231 ) (34,161 ) (52,221 ) 103,898 (151,715 ) Net income attributable to noncontrolling interests (15 ) — (143 ) — (158 ) Currency translation adjustments attributable to noncontrolling interests — — (11 ) — (11 ) Total comprehensive income attributable to noncontrolling interests (15 ) — (154 ) — (169 ) Total comprehensive loss attributable to Bristow Group $ (169,246 ) $ (34,161 ) $ (52,375 ) $ 103,898 $ (151,884 ) Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended June 30, 2018 Parent Guarantor Non- Eliminations Consolidated (In thousands) Net income (loss) $ (31,849 ) $ (9,266 ) $ 2,253 $ 7,065 $ (31,797 ) Other comprehensive loss: Currency translation adjustments — (886 ) (81,802 ) 53,655 (29,033 ) Unrealized gain on cash flow hedges — — 1,348 — 1,348 Total comprehensive loss (31,849 ) (10,152 ) (78,201 ) 60,720 (59,482 ) Net income attributable to noncontrolling interests (15 ) — (52 ) — (67 ) Currency translation adjustments attributable to noncontrolling interests — — (139 ) — (139 ) Total comprehensive income attributable to noncontrolling interests (15 ) — (191 ) — (206 ) Total comprehensive loss attributable to Bristow Group $ (31,864 ) $ (10,152 ) $ (78,392 ) $ 60,720 $ (59,688 ) Supplemental Condensed Consolidating Balance Sheet As of June 30, 2019 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 63,169 $ 3,454 $ 105,911 $ — $ 172,534 Restricted cash — — 3,234 — 3,234 Accounts receivable 588,466 635,844 300,212 (1,297,449 ) 227,073 Inventories — 35,011 79,986 — 114,997 Assets held for sale — 1,866 (191 ) — 1,675 Prepaid expenses and other current assets 9,732 1,785 31,286 — 42,803 Total current assets 661,367 677,960 520,438 (1,297,449 ) 562,316 Intercompany investment 1,728,477 97,435 128,543 (1,954,455 ) — Investment in unconsolidated affiliates — — 120,494 — 120,494 Intercompany notes receivable 137,245 11,151 115,008 (263,404 ) — Property and equipment—at cost: Land and buildings 4,807 58,204 178,726 — 241,737 Aircraft and equipment 157,103 1,311,582 958,750 — 2,427,435 161,910 1,369,786 1,137,476 — 2,669,172 Less: Accumulated depreciation and amortization (50,682 ) (437,973 ) (405,695 ) — (894,350 ) 111,228 931,813 731,781 — 1,774,822 Right-of-use assets 16,637 59,387 168,691 (56,754 ) 187,961 Goodwill — — 18,212 — 18,212 Other assets 3,762 4,131 96,257 — 104,150 Total assets $ 2,658,716 $ 1,781,877 $ 1,899,424 $ (3,572,062 ) $ 2,767,955 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Accounts payable $ 474,168 $ 566,606 $ 330,896 $ (1,285,776 ) $ 85,894 Accrued liabilities 51,366 16,212 222,915 (68,340 ) 222,153 Short-term borrowings and current maturities of long-term debt 340,597 264,758 286,737 — 892,092 Total current liabilities 866,131 847,576 840,548 (1,354,116 ) 1,200,139 Long-term debt, less current maturities 33,932 — 41,857 — 75,789 Intercompany notes payable 88,573 143,233 31,598 (263,404 ) — Accrued pension liabilities — — 22,472 — 22,472 Other liabilities and deferred credits 3,893 3 4,184 — 8,080 Deferred taxes 40,003 26,348 17,724 — 84,075 Long-term operating lease liabilities 16,668 36,913 49,986 — 103,567 Liabilities subject to compromise 565,153 30,830 22,008 — 617,991 Stockholders’ investment: Common stock 386 4,996 131,317 (136,313 ) 386 Additional paid-in-capital 862,844 29,387 284,048 (313,435 ) 862,844 Retained earnings 286,352 662,591 183,182 (845,773 ) 286,352 Accumulated other comprehensive income (loss) 78,306 — 270,088 (659,021 ) (310,627 ) Treasury shares (184,796 ) — — — (184,796 ) Total Bristow Group stockholders’ investment 1,043,092 696,974 868,635 (1,954,542 ) 654,159 Noncontrolling interests 1,271 — 412 — 1,683 Total stockholders’ investment 1,044,363 696,974 869,047 (1,954,542 ) 655,842 Total liabilities and stockholders’ investment $ 2,658,716 $ 1,781,877 $ 1,899,424 $ (3,572,062 ) $ 2,767,955 Supplemental Condensed Consolidating Balance Sheet As of March 31, 2019 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 90,586 $ 3,205 $ 84,264 $ — $ 178,055 Accounts receivable 535,502 583,912 287,822 (1,190,445 ) 216,791 Inventories — 35,331 85,977 — 121,308 Assets held for sale — 5,541 (191 ) — 5,350 Prepaid expenses and other current assets 3,734 1,001 39,274 — 44,009 Total current assets 629,822 628,990 497,146 (1,190,445 ) 565,513 Intercompany investment 1,829,271 97,435 131,608 (2,058,314 ) — Investment in unconsolidated affiliates — — 118,203 — 118,203 Intercompany notes receivable 140,659 11,151 128,410 (280,220 ) — Property and equipment—at cost: Land and buildings 4,807 58,204 181,262 — 244,273 Aircraft and equipment 155,667 1,312,115 1,029,840 — 2,497,622 160,474 1,370,319 1,211,102 — 2,741,895 Less: Accumulated depreciation and amortization (47,546 ) (419,983 ) (440,186 ) — (907,715 ) 112,928 950,336 770,916 — 1,834,180 Goodwill — — 18,436 — 18,436 Other assets 3,563 3,410 109,294 — 116,267 Total assets $ 2,716,243 $ 1,691,322 $ 1,774,013 $ (3,528,979 ) $ 2,652,599 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Accounts payable $ 441,485 $ 510,911 $ 327,447 $ (1,180,270 ) $ 99,573 Accrued liabilities 51,071 (9,807 ) 119,433 (10,049 ) 150,648 Short-term borrowings and current maturities of long-term debt 849,524 268,559 300,547 — 1,418,630 Total current liabilities 1,342,080 769,663 747,427 (1,190,319 ) 1,668,851 Long-term debt, less current maturities — — 8,223 — 8,223 Intercompany notes payable 91,664 155,643 32,913 (280,220 ) — Accrued pension liabilities — — 25,726 — 25,726 Other liabilities and deferred credits 10,430 8,613 7,186 — 26,229 Deferred taxes 59,302 26,268 25,633 — 111,203 Stockholders’ investment: Common stock 386 4,996 131,317 (136,313 ) 386 Additional paid-in-capital 862,020 29,387 284,048 (313,435 ) 862,020 Retained earnings 455,598 696,397 250,333 (946,730 ) 455,598 Accumulated other comprehensive income (loss) 78,306 355 255,312 (661,962 ) (327,989 ) Treasury shares (184,796 ) — — — (184,796 ) Total Bristow Group stockholders’ investment 1,211,514 731,135 921,010 (2,058,440 ) 805,219 Noncontrolling interests 1,253 — 5,895 — 7,148 Total stockholders’ investment 1,212,767 731,135 926,905 (2,058,440 ) 812,367 Total liabilities and stockholders’ investment $ 2,716,243 $ 1,691,322 $ 1,774,013 $ (3,528,979 ) $ 2,652,599 Supplemental Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2019 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ (34,861 ) $ 10,847 $ (12,748 ) $ — $ (36,762 ) Cash flows from investing activities: Capital expenditures (1,435 ) (2,538 ) (3,466 ) — (7,439 ) Proceeds from asset dispositions — 3,175 29 — 3,204 Cash transferred in sale of subsidiaries, net of cash received — — (22,878 ) — (22,878 ) Net cash provided by (used in) investing activities (1,435 ) 637 (26,315 ) — (27,113 ) Cash flows from financing activities: Proceeds from borrowings 37,500 — 38,085 — 75,585 Debt issuance costs (5,008 ) — (5,008 ) — (10,016 ) Repayment of debt — (1,701 ) (4,120 ) — (5,821 ) Increases (decreases) in cash related to intercompany advances and debt (23,613 ) (9,534 ) 33,147 — — Net cash provided by (used in) financing activities 8,879 (11,235 ) 62,104 — 59,748 Effect of exchange rate changes on cash, cash equivalents and restricted cash — — 1,840 — 1,840 Net increase (decrease) in cash, cash equivalents and restricted cash (27,417 ) 249 24,881 — (2,287 ) Cash, cash equivalents and restricted cash at beginning of period 90,586 3,205 84,264 — 178,055 Cash, cash equivalents and restricted cash at end of period $ 63,169 $ 3,454 $ 109,145 $ — $ 175,768 Supplemental Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2018 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ (32,865 ) $ 11,992 $ (23,246 ) $ — $ (44,119 ) Cash flows from investing activities: Capital expenditures (654 ) (1,453 ) (6,788 ) — (8,895 ) Proceeds from asset dispositions — 7,432 342 — 7,774 Net cash provided by (used in) investing activities (654 ) 5,979 (6,446 ) — (1,121 ) Cash flows from financing activities: Proceeds from borrowings — — 387 — 387 Debt issuance costs (421 ) (32 ) (1,925 ) — (2,378 ) Repayment of debt — (5,262 ) (8,932 ) — (14,194 ) Dividends received (paid) 162,941 1,649 (164,590 ) — — Increases (decreases) in cash related to intercompany advances and debt (162,519 ) (21,716 ) 184,235 — — Partial prepayment of put/call obligation (14 ) — — — (14 ) Repurchases for tax withholdings on vesting of equity awards (1,484 ) — — — (1,484 ) Issuance of Common Stock 2,830 — — — 2,830 Net cash provided by (used in) financing activities 1,333 (25,361 ) 9,175 — (14,853 ) Effect of exchange rate changes on cash and cash equivalents — — (3,580 ) — (3,580 ) Net decrease in cash and cash equivalents (32,186 ) (7,390 ) (24,097 ) — (63,673 ) Cash and cash equivalents at beginning of period 277,176 8,904 94,143 — 380,223 Cash and cash equivalents at end of period $ 244,990 $ 1,514 $ 70,046 $ — $ 316,550 |
BASIS OF PRESENTATION, CONSOL_2
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Goodwill | Goodwill Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Goodwill has an indefinite useful life and is not amortized, but is assessed for impairment annually or when events or changes in circumstances indicate that a potential impairment exists. |
Other Intangible Assets | Other Assets The long-term portion of intangible assets and intangible assets with indefinite lives are included within other assets. Intangible assets with finite useful lives are amortized over their respective estimated useful lives to their estimated residual values. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We consider 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 our consolidated financial position or results of operations. Adopted In February 2016, the FASB issued accounting guidance Accounting Standard Codification (“ASC”) 842 which amends ASC 840 the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. Additionally, ASC 842 requires a modified retrospective transition approach for all leases existing at, or entered into after the date of initial application, with an option to use certain transition relief. The guidance was updated in March 2018 to include an amendment that would allow us to consider the beginning of the period of adoption as the effective date of initial application of the standard. We implemented this accounting standard with an effective date of April 1, 2019. Based on the FASB transition guidance, we do not have to apply the disclosure requirement to periods prior to adoption. We elected the package of practical expedients to not re-evaluate existing lease contracts or lease classifications and therefore will not make changes to those leases already recognized on the consolidated balance sheet under ASC 840 until the leases are fully amortized, amended, or modified. In addition, we did not reassess initial direct costs for any existing leases and elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. We elected the practical expedient to not separate lease and non-lease components for all asset classes. We completed a system implementation and have updated our accounting policies to meet the standard’s requirements. On April 1, 2019, our adoption of this accounting standard resulted in recording on our condensed consolidated balance sheet right-of-use assets of $281.0 million and an increase in lease liabilities of $285.3 million with no material impact on our consolidated statements of operations and consolidated statements of cash flows. For further information on leases, see Note 9 . In February 2018, the FASB issued new accounting guidance on income statement reporting of comprehensive income, specifically pertaining to reclassification of certain tax effects from accumulated other comprehensive income to retained earnings. This pronouncement is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We adopted this accounting guidance on April 1, 2019. We did not elect to reclassify certain tax effects from accumulated other comprehensive income to retained earnings. In June 2018, the FASB issued an amendment to the accounting guidance related to accounting for employee share-based payments which clarifies that an entity should recognize excess tax benefits in the period in which the amount of the deduction is determined. This amendment is effective for annual periods beginning after December 15, 2018, and is applied prospectively to changes in terms or conditions of awards occurring on or after the adoption date. We adopted this accounting guidance on April 1, 2019 with no impact to our financial statements. Not Yet Adopted In August 2018, the FASB modified the disclosure requirements on fair value measurements. The amendment modifies, removes, and adds several disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The amendment is effective for fiscal years ending after December 15, 2021 for public business entities and early adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our disclosure requirements. In August 2018, the FASB modified disclosure requirements for employers that sponsor defined benefit pension plans. Certain disclosure requirements were removed and certain disclosure requirements were added. The amendment also clarifies disclosure requirements for projected benefit obligation and accumulated benefit obligation in excess of respective plan assets. The amendment is effective beginning in our fiscal year 2021 financial statements and early adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our disclosure requirements. In August 2018, the FASB issued new accounting guidance that addresses the accounting for implementation costs associated with a hosted service. The guidance provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. The amendment is effective beginning in our fiscal year 2021 financial statements and early adoption is permitted. The guidance will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements. In October 2018, the FASB amended the guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in generally accepted accounting principles). Therefore, these amendments likely will result in more decision makers not consolidating VIEs. This amendment is effective beginning in our fiscal year 2021 financial statements and early adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our disclosure requirements. |
REVENUE RECOGNITION (Policies)
REVENUE RECOGNITION (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | In general, we recognize revenue when a service is provided or a good is sold to a customer and there is a contract. At contract inception, we assess the goods and services promised in our contracts with customers and identify all performance obligations for each distinct promise that transfers a good or service (or bundle of goods or services) to the customer. To identify the performance obligations, we consider all goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. Revenue is recognized when control of the identified distinct goods or services have been transferred to the customer, the transaction price is determined and allocated to the performed performance obligations and we have determined that collection has occurred or is probable of occurring. A majority of our revenue from contracts with customers is currently generated through two types of contracts: helicopter services and fixed wing services. Each contract type has a single distinct performance obligation as described below. Helicopter services — Our customers — major integrated, national and independent offshore energy companies — charter our helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, our customers also charter our helicopters to transport time-sensitive equipment to these offshore locations. The customers for SAR services include both the oil and gas industry and governmental agencies. Revenue from helicopter services is recognized when the performance obligation is satisfied over time based on contractual rates as the related services are performed. A performance obligation arises under contracts with customers to render services and is the unit of account under the new accounting guidance for revenue. Operating revenue from our oil and gas segment is derived mainly from fixed-term contracts with our customers, a substantial portion of which is competitively bid. A small portion of our oil and gas customer revenue is derived from providing services on an “ad-hoc” basis. Our fixed-term contracts typically have original terms of one year to seven years (subject to provisions permitting early termination by our customers). We account for services rendered separately if they are distinct and the service is separately identifiable from other items provided to a customer and if a customer can benefit from the services rendered on its own or with other resources that are readily available to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Within this contract type for helicopter services, we determined that each contract has a single distinct performance obligation. These services include a fixed monthly rate for a particular model of aircraft, and flight hour services, which represents the variable component of a typical contract with a customer. Rates for these services vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. Variable charges within our flight services contracts are not effective until a customer-initiated flight order is received and the actual hours flown are determined; therefore, the associated flight revenue generally cannot be reasonably and reliably estimated beforehand. A contract’s standalone selling prices are determined based upon the prices that we charge for our services rendered. Revenue is recognized as performance obligations are satisfied over time, by measuring progress towards satisfying the contracted services in a manner that best depicts the transfer of services to the customer, which is generally represented by a period of 30 days or less. We typically invoice customers on a monthly basis and the term between invoicing and when the payment is due is typically between 30 and 60 days. In order to offset potential increases in operating costs, our long-term contracts may provide for periodic increases in the contractual rates charged for our services. We recognize the impact of these rates when estimable and applicable, which generally includes written acknowledgment from the customers that they are in agreement with the amount of the rate escalation. Cost reimbursements from customers are recorded as reimbursable revenue with the related reimbursed costs recorded as reimbursable expense on our condensed consolidated statements of operations. Taxes collected from customers and remitted to governmental authorities and revenue are reported on a net basis in our financial statements. Thus, we exclude taxes imposed on the customer and collected on behalf of governmental agencies to be remitted to these agencies from the transaction price in determining the revenue related to contracts with a customer. Fixed wing services — Airnorth provides fixed wing transportation services through regular passenger transport (scheduled airline service with individual ticket sales) and charter services. A performance obligation arises under contracts with customers to render services and is the unit of account under the new accounting guidance for revenue. Within fixed wing services, we determined that each contract has a single distinct performance obligation. Revenue is recognized over time at the earlier of the period in which the service is provided or the period in which the right to travel expires, which is determined by the terms and conditions of the ticket. Ticket sales are recorded within deferred revenue in accordance with the above policy. Both chartered and scheduled airline service revenue is recognized net of passenger taxes and discounts. Contract Assets, Liabilities and Receivables We generally satisfy performance of contract obligations by providing helicopter and fixed wing services to our 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 we have a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e. satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenue in which advance consideration is received from customers for contracts where revenue is recognized on future performance of services. |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives, Policy [Policy Text Block] | All derivatives are recognized as assets or liabilities and measured at fair value. We do not use financial instruments for trading or speculative purposes. During fiscal year 2019 and the three months ended June 30, 2019 , we entered into foreign currency put option contracts of £5 million per month through April 2020 to mitigate a portion of our foreign currency exposure. These derivatives were designated as cash flow hedges. The designation of a derivative instrument as a hedge and its ability to meet relevant hedge accounting criteria determines how the change in fair value of the derivative instrument will be reflected in the consolidated financial statements. A derivative qualifies for hedge accounting if, at inception, the derivative is expected to be highly effective in offsetting the hedged item’s underlying cash flows or fair value and the documentation requirements of the accounting standard for derivative instruments and hedging activities are fulfilled at the time we enter into the derivative contract. A hedge is designated as a cash flow hedge, fair value hedge, or a net investment in foreign operations hedge based on the exposure being hedged. The asset or liability value of the derivative will change in tandem with its fair value. For derivatives designated as cash flow hedges, the changes in fair value are recorded in accumulated other comprehensive income (loss). The derivative’s gain or loss is released from accumulated other comprehensive income (loss) to match the timing of the effect on earnings of the hedged item’s underlying cash flows. We review the effectiveness of our hedging instruments on a quarterly basis. We discontinue hedge accounting for any hedge that we no longer consider to be highly effective. Changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting are recognized in current period earnings. |
LEASES (Policies)
LEASES (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessee, Leases [Policy Text Block] | We determine if an arrangement is a lease at inception. All of our leases are operating leases and are recorded in ROU assets, accounts payable and operating lease liabilities in our condensed consolidated balance sheet as of June 30, 2019 . ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of a lease based on the present value of lease payments over the lease term. We use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease. The lease term includes options to extend when we are reasonably certain to exercise the option. We are not, however, reasonably certain that we will exercise any option(s) to extend at commencement of a lease as each extension would be based on the relevant facts and circumstances at the time of the decision to exercise or not exercise an extension option, and as such, they have not been included in the remaining lease terms. We will evaluate the impact of lease extensions, if and when the exercise of an extension option is probable. Overview We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities used in our operations. The related lease agreements, which range from non-cancelable and month-to-month terms, generally provide for fixed monthly rentals, and can also include renewal options. We generally pay all insurance, taxes, and maintenance expenses associated with these leases, and these costs are not included in the lease liability and are recognized in the period in which they are incurred. |
BASIS OF PRESENTATION, CONSOL_3
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of foreign exchange rates | The value of the Brazilian real has fluctuated relative to the U.S. dollar as indicated in the following table: Three Months Ended 2019 2018 One Brazilian real into U.S. dollars High 0.2620 0.3020 Average 0.2552 0.2778 Low 0.2434 0.2571 At period-end 0.2609 0.2599 _____________ Source: FactSet The value of these currencies has fluctuated relative to the U.S. dollar as indicated in the following table: Three Months Ended 2019 2018 One British pound sterling into U.S. dollars High 1.32 1.43 Average 1.29 1.36 Low 1.25 1.31 At period-end 1.27 1.32 One euro into U.S. dollars High 1.14 1.24 Average 1.12 1.19 Low 1.11 1.16 At period-end 1.14 1.17 One Australian dollar into U.S. dollars High 0.72 0.78 Average 0.70 0.76 Low 0.69 0.73 At period-end 0.70 0.74 One Norwegian kroner into U.S. dollars High 0.1179 0.1290 Average 0.1157 0.1247 Low 0.1139 0.1209 At period-end 0.1173 0.1227 One Nigerian naira into U.S. dollars High 0.0028 0.0028 Average 0.0028 0.0028 Low 0.0028 0.0028 At period-end 0.0028 0.0028 _____________ Source: FactSet |
Schedule of foreign exchange impact | We estimate that the fluctuation of currencies versus the same period in the prior fiscal year had the following effect on our financial condition and results of operations (in thousands): Three Months Ended Revenue $ (12,603 ) Operating expense 10,830 Earnings from unconsolidated affiliates, net of losses 2,478 Other income (expense), net 99 Income before provision for income taxes 804 Provision for income taxes (630 ) Net income 174 Cumulative translation adjustment 16,888 Total stockholders’ investment $ 17,062 |
Schedule of interest income and interest expense | During the three months ended June 30, 2019 and 2018 , interest expense, net consisted of the following (in thousands): Three Months Ended 2019 2018 Interest income $ 387 $ 179 Interest expense (26,708 ) (27,323 ) Interest expense, net $ (26,321 ) $ (27,144 ) |
Schedule of cash, cash equivalents and restricted cash | As of June 30, 2019, restricted cash consisted of $3.2 million related to Norway withholding taxes. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows. June 30, March 31, (In thousands) Reconciliation of cash, cash equivalents and restricted cash as shown in the statements of cash flows: Cash and cash equivalents $ 172,534 $ 178,055 Restricted cash 3,234 — Total cash, cash equivalents and restricted cash $ 175,768 $ 178,055 |
Schedule of goodwill | Goodwill of $18.2 million and $18.4 million as of June 30 and March 31, 2019 , respectively, related to our Asia Pacific reporting unit was as follows (in thousands): March 31, 2019 $ 18,436 Foreign currency translation (224 ) June 30, 2019 $ 18,212 |
Schedule of other intangible assets | The Capiteq Limited, operating under the name Airnorth, acquisition included in our Asia Pacific region, resulted in intangible assets for customer relationships and trade name and trademarks. Intangible assets by type not fully amortized were as follows (in thousands): Customer Trade name and trademarks Total Gross Carrying Amount March 31, 2019 $ 2,143 $ 331 $ 2,474 Foreign currency translation (15 ) (4 ) (19 ) June 30, 2019 $ 2,128 $ 327 $ 2,455 Accumulated Amortization March 31, 2019 $ (1,070 ) $ — $ (1,070 ) Amortization expense (39 ) — (39 ) June 30, 2019 $ (1,109 ) $ — $ (1,109 ) Weighted average remaining contractual life, in years 6.5 * 6.5 _____________ * Trade name and trademarks relating to Airnorth were determined to have indefinite useful lives and therefore were not amortized, but instead are tested for impairment on an annual basis. |
Schedule of other intangible assets, future amortization expense | Future amortization expense of intangible assets for each of the years ending March 31 is as follows (in thousands): 2020 $ 117 2021 156 2022 156 2023 156 2024 156 Thereafter 605 $ 1,346 |
Schedule of capital expenditures | During the three months ended June 30, 2019 and 2018 , we made capital expenditures as follows: Three Months Ended 2019 2018 Capital expenditures (in thousands): Aircraft and equipment $ 6,688 $ 8,337 Land and buildings 751 558 Total capital expenditures $ 7,439 $ 8,895 |
Schedule of aircraft sales and impairments | The following table presents details on the property and equipment sold or disposed of during the three months ended June 30, 2019 and 2018 : Three Months Ended 2019 2018 (In thousands, except for number of aircraft) Number of aircraft sold or disposed of 2 3 Proceeds from sale or disposal of assets (1) $ 3,204 $ 7,774 Loss from sale or disposal of assets (2) $ 3,787 $ 1,678 _____________ (1) Includes proceeds received for sale of property and equipment (including aircraft) during each period. (2) Included in loss on disposal of assets on our condensed consolidated statements of operations. |
Schedule of other accrued liabilities | Other accrued liabilities of $32.8 million and $38.7 million as of June 30 and March 31, 2019 , respectively, includes the following: June 30, March 31, (In thousands) Accrued lease costs $ 1,291 $ 6,017 Deferred OEM cost recovery — 3,997 Accrued legal and professional fees 10,054 3,070 Accrued property and equipment 709 997 Deferred gain on sale leasebacks 919 1,305 Other operating accruals 19,800 14,437 Eastern Airways other accrued liabilities (1) — 8,856 $ 32,773 $ 38,679 _____________ (1) Eastern Airways was sold on May 10, 2019. |
Schedule of loss on sale of subsidiaries | Loss on sale of subsidiaries includes the following for the three months ended June 30, 2019 (in thousands): Sale of Eastern Airways $ 46,852 Sale of Aviashelf and Bristow Helicopters Leasing Limited 9,451 $ 56,303 |
BANKRUPTCY AND RELATED MATTERS
BANKRUPTCY AND RELATED MATTERS (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Reorganizations [Abstract] | |
Schedule Of Liabilities Subject To Compromise [Table Text Block] | Liabilities subject to compromise included in our condensed consolidated balance sheet includes the following as of June 30, 2019 (in thousands): 6¼% Senior Notes due 2022 principal and accrued interest (1) $ 415,894 4½% Convertible Senior Notes due 2023 principal and accrued interest (2) 146,627 Accrued lease termination costs (3) 30,830 Milestone Omnibus Agreement (4) 22,009 Deferred compensation plan 2,631 $ 617,991 _____________ (1) Includes $401.5 million of principal and $14.4 million of interest accrued through May 11, 2019. See Note 5 for further details. (2) Includes $143.8 million of principal and $2.9 million of interest accrued through May 11, 2019. See Note 5 for further details. (3) Relates to ten aircraft leases rejected in June 2019, including nine S-76C+s and one S-76D. (4) Includes costs related to the return of four leased H225s on May 6, 2019 and includes $9.7 million of lease termination costs, $9.4 million of deferred lease costs previously included as short-term debt on our condensed consolidated balance sheet, $2.8 million of additional lease return costs and $0.1 million of accrued interest. |
Schedule Of Reorganization Items [Table Text Block] | Reorganization items included in our condensed consolidated income statement represent amounts incurred after May 11, 2019 or expected to be incurred directly resulting from the Chapter 11 Cases and consist of the following items for the three months ended June 30, 2019 (in thousands): Professional fees $ 15,503 Lease termination costs (1) 26,051 Write-off of discount on 4½% Convertible Senior Notes due 2023 30,158 Write-off of deferred financing fees (2) 4,644 $ 76,356 _____________ (1) Relates to ten aircraft leases rejected in June 2019, including nine S-76C+s and one S-76D. (2) Includes $2.4 million related to the 6¼% Senior Notes and $2.3 million related to deferred financing fees related to the 4½% Convertible Senior Notes. |
Condensed Income Statement [Table Text Block] | The financial statements below represent condensed combined financial statements of the Debtors, which excludes non-debtor entities. Intercompany transactions among the Debtors have been eliminated in the financial statements contained below. Intercompany transactions among the Debtors and the non-debtor subsidiaries have not been eliminated in the Debtors’ financial statements below. BRISTOW GROUP INC. (DEBTOR-IN-POSSESSION) Unaudited Condensed Combined Statement of Operations Three Months Ended (Unaudited) (In thousands) Revenue $ 89,712 Operating expense: Direct cost and reimbursable expense 72,344 Prepetition restructuring charges 12,449 Depreciation and amortization 31,289 General and administrative 13,761 129,843 Gain on disposal of assets 4,575 Operating loss (35,556 ) Interest expense, net (21,453 ) Reorganization items (75,897 ) Other income, net 679 Loss before benefit for income taxes (132,227 ) Benefit for income taxes 19,059 Net loss (113,168 ) Net income attributable to noncontrolling interests (14 ) Net loss attributable to Bristow Group $ (113,182 ) Supplemental Condensed Consolidating Statement of Operations Three Months Ended June 30, 2019 Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Third party revenue $ — $ 37,799 $ 295,377 $ — $ 333,176 Intercompany revenue — 24,677 — (24,677 ) — — 62,476 295,377 (24,677 ) 333,176 Operating expense: Direct cost and reimbursable expense 119 41,624 232,150 — 273,893 Intercompany expenses — — 24,677 (24,677 ) — Prepetition restructuring charges 12,449 — 1,027 — 13,476 Depreciation and amortization 3,137 17,661 10,541 — 31,339 General and administrative 9,711 3,930 21,129 — 34,770 25,416 63,215 289,524 (24,677 ) 353,478 Loss on disposal of assets — (476 ) (3,311 ) — (3,787 ) Earnings from unconsolidated affiliates, net of losses (100,957 ) — 2,347 100,957 2,347 Operating income (loss) (126,373 ) (1,215 ) 4,889 100,957 (21,742 ) Interest expense, net (13,367 ) (5,865 ) (7,089 ) — (26,321 ) Reorganization items (49,845 ) (26,051 ) (460 ) — (76,356 ) Loss on sale of subsidiaries — — (56,303 ) — (56,303 ) Other income (expense), net 119 501 (4,493 ) — (3,873 ) Loss before (provision) benefit for income taxes (189,466 ) (32,630 ) (63,456 ) 100,957 (184,595 ) Allocation of consolidated income taxes 20,235 (1,176 ) (3,552 ) — 15,507 Net loss (169,231 ) (33,806 ) (67,008 ) 100,957 (169,088 ) Net income attributable to noncontrolling interests (15 ) — (143 ) — (158 ) Net loss attributable to Bristow Group $ (169,246 ) $ (33,806 ) $ (67,151 ) $ 100,957 $ (169,246 ) Supplemental Condensed Consolidating Statement of Operations Three Months Ended June 30, 2018 Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Third party revenue $ 45 $ 34,135 $ 332,488 $ — $ 366,668 Intercompany revenue — 26,517 — (26,517 ) — 45 60,652 332,488 (26,517 ) 366,668 Operating expense: Direct cost and reimbursable expense 16 41,876 254,063 — 295,955 Intercompany expenses — — 26,517 (26,517 ) — Depreciation and amortization 3,066 18,222 9,653 — 30,941 General and administrative 12,788 3,798 23,515 — 40,101 15,870 63,896 313,748 (26,517 ) 366,997 Gain (loss) on disposal of assets (806 ) (1,160 ) 288 — (1,678 ) Earnings from unconsolidated affiliates, net of losses (7,065 ) — (1,547 ) 7,065 (1,547 ) Operating income (loss) (23,696 ) (4,404 ) 17,481 7,065 (3,554 ) Interest expense, net (16,379 ) (6,830 ) (3,935 ) — (27,144 ) Other income (expense), net 134 1,075 (5,159 ) — (3,950 ) Loss before (provision) benefit for income taxes (39,941 ) (10,159 ) 8,387 7,065 (34,648 ) Allocation of consolidated income taxes 8,092 893 (6,134 ) — 2,851 Net income (loss) (31,849 ) (9,266 ) 2,253 7,065 (31,797 ) Net income attributable to noncontrolling interests (15 ) — (52 ) — (67 ) Net income (loss) attributable to Bristow Group $ (31,864 ) $ (9,266 ) $ 2,201 $ 7,065 $ (31,864 ) |
Condensed Balance Sheet [Table Text Block] | BRISTOW GROUP INC. (DEBTOR-IN-POSSESSION) Unaudited Condensed Combined Balance Sheet June 30, (Unaudited) (In thousands) ASSETS Current assets: Cash and cash equivalents $ 67,024 Accounts receivable 31,628 Intercompany accounts receivable 434,501 Inventories 35,011 Assets held for sale 1,866 Prepaid expenses and other current assets 13,384 Total current assets 583,414 Intercompany investment 633,197 Intercompany notes receivable 378,986 Property and equipment, net 1,438,318 Right-of-use assets 161,454 Other assets 8,075 Total assets $ 3,203,444 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Accounts payable $ 32,326 Intercompany accounts payable 117,358 Accrued liabilities 18,636 Accrued interest 10,944 Intercompany accrued interest 3,782 Current portion of operating lease liabilities 101,971 Short-term borrowings and current maturities of long-term debt 810,388 Total current liabilities 1,095,405 Long-term debt, less current maturities 33,932 Intercompany notes payable 77,422 Other liabilities and deferred credits 4,002 Deferred taxes 66,351 Long-term operating lease liabilities 65,977 Total liabilities not subject to compromise 1,343,089 Liabilities subject to compromise 617,991 Total liabilities 1,961,080 Stockholders’ investment: Total Bristow Group stockholders’ investment 1,241,093 Noncontrolling interests 1,271 Total stockholders’ investment 1,242,364 Total liabilities and stockholders’ investment $ 3,203,444 Supplemental Condensed Consolidating Balance Sheet As of June 30, 2019 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 63,169 $ 3,454 $ 105,911 $ — $ 172,534 Restricted cash — — 3,234 — 3,234 Accounts receivable 588,466 635,844 300,212 (1,297,449 ) 227,073 Inventories — 35,011 79,986 — 114,997 Assets held for sale — 1,866 (191 ) — 1,675 Prepaid expenses and other current assets 9,732 1,785 31,286 — 42,803 Total current assets 661,367 677,960 520,438 (1,297,449 ) 562,316 Intercompany investment 1,728,477 97,435 128,543 (1,954,455 ) — Investment in unconsolidated affiliates — — 120,494 — 120,494 Intercompany notes receivable 137,245 11,151 115,008 (263,404 ) — Property and equipment—at cost: Land and buildings 4,807 58,204 178,726 — 241,737 Aircraft and equipment 157,103 1,311,582 958,750 — 2,427,435 161,910 1,369,786 1,137,476 — 2,669,172 Less: Accumulated depreciation and amortization (50,682 ) (437,973 ) (405,695 ) — (894,350 ) 111,228 931,813 731,781 — 1,774,822 Right-of-use assets 16,637 59,387 168,691 (56,754 ) 187,961 Goodwill — — 18,212 — 18,212 Other assets 3,762 4,131 96,257 — 104,150 Total assets $ 2,658,716 $ 1,781,877 $ 1,899,424 $ (3,572,062 ) $ 2,767,955 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Accounts payable $ 474,168 $ 566,606 $ 330,896 $ (1,285,776 ) $ 85,894 Accrued liabilities 51,366 16,212 222,915 (68,340 ) 222,153 Short-term borrowings and current maturities of long-term debt 340,597 264,758 286,737 — 892,092 Total current liabilities 866,131 847,576 840,548 (1,354,116 ) 1,200,139 Long-term debt, less current maturities 33,932 — 41,857 — 75,789 Intercompany notes payable 88,573 143,233 31,598 (263,404 ) — Accrued pension liabilities — — 22,472 — 22,472 Other liabilities and deferred credits 3,893 3 4,184 — 8,080 Deferred taxes 40,003 26,348 17,724 — 84,075 Long-term operating lease liabilities 16,668 36,913 49,986 — 103,567 Liabilities subject to compromise 565,153 30,830 22,008 — 617,991 Stockholders’ investment: Common stock 386 4,996 131,317 (136,313 ) 386 Additional paid-in-capital 862,844 29,387 284,048 (313,435 ) 862,844 Retained earnings 286,352 662,591 183,182 (845,773 ) 286,352 Accumulated other comprehensive income (loss) 78,306 — 270,088 (659,021 ) (310,627 ) Treasury shares (184,796 ) — — — (184,796 ) Total Bristow Group stockholders’ investment 1,043,092 696,974 868,635 (1,954,542 ) 654,159 Noncontrolling interests 1,271 — 412 — 1,683 Total stockholders’ investment 1,044,363 696,974 869,047 (1,954,542 ) 655,842 Total liabilities and stockholders’ investment $ 2,658,716 $ 1,781,877 $ 1,899,424 $ (3,572,062 ) $ 2,767,955 Supplemental Condensed Consolidating Balance Sheet As of March 31, 2019 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 90,586 $ 3,205 $ 84,264 $ — $ 178,055 Accounts receivable 535,502 583,912 287,822 (1,190,445 ) 216,791 Inventories — 35,331 85,977 — 121,308 Assets held for sale — 5,541 (191 ) — 5,350 Prepaid expenses and other current assets 3,734 1,001 39,274 — 44,009 Total current assets 629,822 628,990 497,146 (1,190,445 ) 565,513 Intercompany investment 1,829,271 97,435 131,608 (2,058,314 ) — Investment in unconsolidated affiliates — — 118,203 — 118,203 Intercompany notes receivable 140,659 11,151 128,410 (280,220 ) — Property and equipment—at cost: Land and buildings 4,807 58,204 181,262 — 244,273 Aircraft and equipment 155,667 1,312,115 1,029,840 — 2,497,622 160,474 1,370,319 1,211,102 — 2,741,895 Less: Accumulated depreciation and amortization (47,546 ) (419,983 ) (440,186 ) — (907,715 ) 112,928 950,336 770,916 — 1,834,180 Goodwill — — 18,436 — 18,436 Other assets 3,563 3,410 109,294 — 116,267 Total assets $ 2,716,243 $ 1,691,322 $ 1,774,013 $ (3,528,979 ) $ 2,652,599 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Accounts payable $ 441,485 $ 510,911 $ 327,447 $ (1,180,270 ) $ 99,573 Accrued liabilities 51,071 (9,807 ) 119,433 (10,049 ) 150,648 Short-term borrowings and current maturities of long-term debt 849,524 268,559 300,547 — 1,418,630 Total current liabilities 1,342,080 769,663 747,427 (1,190,319 ) 1,668,851 Long-term debt, less current maturities — — 8,223 — 8,223 Intercompany notes payable 91,664 155,643 32,913 (280,220 ) — Accrued pension liabilities — — 25,726 — 25,726 Other liabilities and deferred credits 10,430 8,613 7,186 — 26,229 Deferred taxes 59,302 26,268 25,633 — 111,203 Stockholders’ investment: Common stock 386 4,996 131,317 (136,313 ) 386 Additional paid-in-capital 862,020 29,387 284,048 (313,435 ) 862,020 Retained earnings 455,598 696,397 250,333 (946,730 ) 455,598 Accumulated other comprehensive income (loss) 78,306 355 255,312 (661,962 ) (327,989 ) Treasury shares (184,796 ) — — — (184,796 ) Total Bristow Group stockholders’ investment 1,211,514 731,135 921,010 (2,058,440 ) 805,219 Noncontrolling interests 1,253 — 5,895 — 7,148 Total stockholders’ investment 1,212,767 731,135 926,905 (2,058,440 ) 812,367 Total liabilities and stockholders’ investment $ 2,716,243 $ 1,691,322 $ 1,774,013 $ (3,528,979 ) $ 2,652,599 |
Condensed Cash Flow Statement [Table Text Block] | BRISTOW GROUP INC. (DEBTOR-IN-POSSESSION) Unaudited Condensed Combined Statement of Cash Flows Three Months Ended (Unaudited) (In thousands) Cash flows from operating activities: Net loss $ (113,168 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 31,289 Deferred income taxes (19,219 ) Write-off of deferred financing fees 1,313 Discount amortization on long-term debt 850 Reorganization items 60,853 Gain on disposal of assets (4,575 ) Deferral of lease payments 285 Stock-based compensation 611 Increase (decrease) in cash resulting from changes in: Accounts receivable (4,194 ) Inventories 319 Prepaid expenses and other assets (6,713 ) Accounts payable 18,870 Accrued liabilities 23,092 Other liabilities and deferred credits, including intercompany activity (46,701 ) Net cash used in operating activities (57,088 ) Cash flows from investing activities: Capital expenditures (2,280 ) Proceeds from asset dispositions 3,175 Net cash provided by investing activities 895 Cash flows from financing activities: Proceeds from borrowings 37,500 Debt issuance costs (5,008 ) Repayment of debt (3,248 ) Net cash provided by financing activities 29,244 Effect of exchange rate changes on cash and cash equivalents (211 ) Net decrease in cash and cash equivalents (27,160 ) Cash and cash equivalents at beginning of period 94,184 Cash and cash equivalents at end of period $ 67,024 Supplemental Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2019 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ (34,861 ) $ 10,847 $ (12,748 ) $ — $ (36,762 ) Cash flows from investing activities: Capital expenditures (1,435 ) (2,538 ) (3,466 ) — (7,439 ) Proceeds from asset dispositions — 3,175 29 — 3,204 Cash transferred in sale of subsidiaries, net of cash received — — (22,878 ) — (22,878 ) Net cash provided by (used in) investing activities (1,435 ) 637 (26,315 ) — (27,113 ) Cash flows from financing activities: Proceeds from borrowings 37,500 — 38,085 — 75,585 Debt issuance costs (5,008 ) — (5,008 ) — (10,016 ) Repayment of debt — (1,701 ) (4,120 ) — (5,821 ) Increases (decreases) in cash related to intercompany advances and debt (23,613 ) (9,534 ) 33,147 — — Net cash provided by (used in) financing activities 8,879 (11,235 ) 62,104 — 59,748 Effect of exchange rate changes on cash, cash equivalents and restricted cash — — 1,840 — 1,840 Net increase (decrease) in cash, cash equivalents and restricted cash (27,417 ) 249 24,881 — (2,287 ) Cash, cash equivalents and restricted cash at beginning of period 90,586 3,205 84,264 — 178,055 Cash, cash equivalents and restricted cash at end of period $ 63,169 $ 3,454 $ 109,145 $ — $ 175,768 Supplemental Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2018 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ (32,865 ) $ 11,992 $ (23,246 ) $ — $ (44,119 ) Cash flows from investing activities: Capital expenditures (654 ) (1,453 ) (6,788 ) — (8,895 ) Proceeds from asset dispositions — 7,432 342 — 7,774 Net cash provided by (used in) investing activities (654 ) 5,979 (6,446 ) — (1,121 ) Cash flows from financing activities: Proceeds from borrowings — — 387 — 387 Debt issuance costs (421 ) (32 ) (1,925 ) — (2,378 ) Repayment of debt — (5,262 ) (8,932 ) — (14,194 ) Dividends received (paid) 162,941 1,649 (164,590 ) — — Increases (decreases) in cash related to intercompany advances and debt (162,519 ) (21,716 ) 184,235 — — Partial prepayment of put/call obligation (14 ) — — — (14 ) Repurchases for tax withholdings on vesting of equity awards (1,484 ) — — — (1,484 ) Issuance of Common Stock 2,830 — — — 2,830 Net cash provided by (used in) financing activities 1,333 (25,361 ) 9,175 — (14,853 ) Effect of exchange rate changes on cash and cash equivalents — — (3,580 ) — (3,580 ) Net decrease in cash and cash equivalents (32,186 ) (7,390 ) (24,097 ) — (63,673 ) Cash and cash equivalents at beginning of period 277,176 8,904 94,143 — 380,223 Cash and cash equivalents at end of period $ 244,990 $ 1,514 $ 70,046 $ — $ 316,550 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition [Abstract] | |
Schedule of Prospective Adoption of New Accounting Pronouncements [Table Text Block] | Total revenue related to third party customers is as follows (in thousands): Three Months Ended June 30, 2019 2018 Revenue: Operating revenue from non-affiliates $ 303,733 $ 325,356 Operating revenue from affiliates 4,475 4,568 Reimbursable revenue from non-affiliates 16,600 16,907 Revenue from Contracts with Customers 324,808 346,831 Other revenue from non-affiliates 397 13,110 Other revenue from affiliates 7,971 6,727 Total Revenue $ 333,176 $ 366,668 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands): Remaining Performance Obligations Nine Months Ending March 31, 2020 Fiscal Year Ending March 31, Total 2021 2022 2023 2024 and thereafter Outstanding Service Revenue: Helicopter contracts $ 339,665 $ 229,327 $ 192,800 $ 186,633 285,269 $ 1,233,694 Fixed-wing contracts 743 — — — — 743 Total remaining performance obligation revenue $ 340,408 $ 229,327 $ 192,800 $ 186,633 285,269 $ 1,234,437 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Variable Interest Entities [Abstract] | |
Primary beneficiary variable interest financial statements | Bristow Aviation and its subsidiaries are exposed to similar operational risks and are therefore monitored and evaluated on a similar basis by management. Accordingly, the financial information reflected on our condensed consolidated balance sheets and statements of operations for Bristow Aviation and subsidiaries is presented in the aggregate, including intercompany amounts with other consolidated entities, as follows (in thousands): June 30, March 31, Assets Cash and cash equivalents $ 69,201 $ 83,499 Restricted cash 3,234 — Accounts receivable 325,905 307,864 Inventories 80,200 85,977 Prepaid expenses and other current assets 29,436 36,646 Total current assets 507,976 513,986 Investment in unconsolidated affiliates 3,013 3,087 Property and equipment, net 248,671 281,944 Right-of-use assets 196,725 — Goodwill 18,212 18,436 Other assets 226,115 229,902 Total assets $ 1,200,712 $ 1,047,355 Liabilities Accounts payable $ 455,070 $ 442,187 Accrued liabilities 265,031 113,905 Accrued interest 2,707,399 2,399,704 Current maturities of long-term debt 81,706 85,287 Total current liabilities 3,509,206 3,041,083 Long-term debt, less current maturities 383,556 384,369 Accrued pension liabilities 22,472 25,726 Other liabilities and deferred credits 4,038 4,810 Deferred taxes 37,662 37,063 Long-term operating lease liabilities 37,591 — Total liabilities $ 3,994,525 $ 3,493,051 Three Months Ended 2019 2018 Revenue $ 295,155 $ 331,469 Operating income 11,280 7,364 Net loss (362,848 ) (69,021 ) |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt as of June 30 and March 31, 2019 consisted of the following (in thousands): June 30, March 31, 8.75% Senior Secured Notes due 2023 (1) $ 347,597 $ 347,400 4½% Convertible Senior Notes due 2023 (1)(2) 143,750 112,944 6¼% Senior Notes due 2022 (1)(2) 401,535 401,535 Term Loan (1) 75,000 — Lombard Debt 176,094 183,450 Macquarie Debt 171,028 171,028 PK Air Debt 210,494 212,041 Airnorth Debt 10,146 11,058 Humberside Debt 382 — Other Debt (2) 9,370 9,168 Unamortized debt issuance costs (22,860 ) (21,771 ) Total debt 1,522,536 1,426,853 Less amounts included in liabilities subject to compromise (554,655 ) — Less short-term borrowings and current maturities of long-term debt (892,092 ) (1,418,630 ) Total long-term debt $ 75,789 $ 8,223 _____________ (1) These notes were settled in accordance with the Amended Plan. (2) Reclassified to liabilities subject to compromise on our condensed consolidated balance sheet as of June 30, 2019. See Note 2 and “ —4½% Convertible Senior Notes due 2023” and “—6¼% Convertible Senior Notes due 2023” below for further details. (3) Unamortized debt issuance costs as of June 30, 2019 relate to 8.75% Senior Secured Notes due 2023, Term Loan, Lombard Debt, Macquarie Debt and PK Air Debt. Unamortized debt issuance costs as of March 31, 2019 relate to 8.75% Senior Secured Notes due 2023, 4½% Convertible Senior Notes due 2023, 6¼% Senior Notes due 2022 Term Loan, Lombard Debt, Macquarie Debt and PK Air Debt. |
Schedule of convertible debt | 4½% Convertible Senior Notes due 2023 — The balances of the debt and equity components of our 4½% Convertible Senior Notes are as follows (in thousands): June 30, March 31, Equity component - net carrying value (1) $ 36,778 $ 36,778 Debt component: Face amount due at maturity $ 143,750 $ 143,750 Unamortized discount — (30,806 ) Debt component - net carrying value $ 143,750 $ 112,944 _____________ (1) Net of equity issuance costs of $1.0 million . Prior to May 11, 2019, the remaining debt discount was being amortized to interest expense over the term of the 4½% Convertible Senior Notes using the effective interest rate. The effective interest rate for the three months ended June 30, 2019 was 11.0% . Interest expense related to our 4½% Convertible Senior Notes was as follows (in thousands): Three Months Ended 2019 2018 Contractual coupon interest $ 715 $ 1,611 Amortization of debt discount 648 1,313 Total interest expense $ 1,363 $ 2,924 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets measured on recurring basis | The following table summarizes the financial instruments we had as of June 30, 2019 , valued at fair value on a recurring basis (in thousands): Quoted Prices Significant Significant Balance as of Balance Sheet Derivative financial instruments $ — $ 2,134 $ — $ 2,134 Prepaid expenses and other current assets Rabbi Trust investments 2,632 — — 2,632 Other assets Total assets $ 2,632 $ 2,134 $ — $ 4,766 The following table summarizes the financial instruments we had as of March 31, 2019 , valued at fair value on a recurring basis (in thousands): Quoted Prices Significant Significant Balance as of Balance Sheet Derivative financial instruments $ — $ 1,845 $ — $ 1,845 Prepaid expenses and other current assets Rabbi Trust investments 2,544 — — 2,544 Other assets Total assets $ 2,544 $ 1,845 $ — $ 4,389 |
Schedule of fair value of debt | The carrying and fair value of our debt, excluding unamortized debt issuance costs, are as follows (in thousands): June 30, 2019 March 31, 2019 Carrying Value Fair Value Carrying Value Fair Value 8.75% Senior Secured Notes due 2023 (1) $ 347,597 $ 339,500 $ 347,400 $ 252,000 4½% Convertible Senior Notes due 2023 (2) (3) 143,750 30,188 112,944 28,923 6¼% Senior Notes due 2022 (3) 401,535 83,720 401,535 75,288 Term Loan 75,000 75,000 — — Lombard Debt 176,094 176,094 183,450 183,450 Macquarie Debt 171,028 171,028 171,028 171,028 PK Air Debt 210,494 210,494 212,041 212,041 Airnorth Debt 10,146 10,146 11,058 11,058 Eastern Airways Debt 382 382 — — Other Debt (3) 9,370 9,370 9,168 9,168 $ 1,545,396 $ 1,105,922 $ 1,448,624 $ 942,956 _____________ (1) The carrying value is net of unamortized discount of $2.4 million and $2.6 million as of June 30, 2019 and March 31, 2019 , respectively. (2) The carrying value is net of unamortized discount of zero and $30.8 million as of June 30, 2019 and March 31, 2019 , respectively. (3) Reclassified to liabilities subject to compromise on our condensed consolidated balance sheet as of June 30, 2019. See Note 2 and Note 5 for further details. |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Foreign Exchange Contracts, Statement of Financial Position | The following table presents the balance sheet location and fair value of the portions of our derivative instruments that were designated as hedging instruments as of June 30, 2019 (in thousands): Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet Prepaid expenses and other current assets $ 2,134 $ — $ 2,134 $ — $ 2,134 Net $ 2,134 $ — $ 2,134 $ — $ 2,134 The following table presents the balance sheet location and fair value of the portions of our derivative instruments that were designated as hedging instruments as of March 31, 2019 (in thousands): Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet Prepaid expenses and other current assets $ 1,845 $ — $ 1,845 $ — $ 1,845 Net $ 1,845 $ — $ 1,845 $ — $ 1,845 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table presents the impact that derivative instruments, designated as cash flow hedges, had on our accumulated other comprehensive loss (net of tax) and our consolidated statements of operations for the three months ended June 30, 2019 (in thousands): Financial statement location Amount of gain recognized in accumulated other comprehensive loss $ 485 Accumulated other comprehensive loss Amount of gain reclassified from accumulated other comprehensive loss into earnings $ 11 Statement of operations |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Aircraft purchase contracts table | As shown in the table below, we have obligations to make additional capital expenditures over the next seven fiscal years to purchase additional aircraft. As of June 30, 2019, we had 26 aircraft on order and no options to acquire additional aircraft. Nine Months Ending March 31, 2020 Fiscal Year Ending March 31, 2021 2022 2023 2024 and thereafter Total Commitments as of June 30, 2019: (1) Number of aircraft: Large (2) — — 3 4 15 22 U.K. SAR (3) 3 1 — — — 4 3 1 3 4 15 26 Related commitment expenditures (in thousands) Large (2) $ 3,486 $ 10,692 $ 60,657 $ 77,428 $ 238,017 $ 390,280 U.K. SAR (3) 60,057 — — — — 60,057 $ 63,543 $ 10,692 $ 60,657 $ 77,428 $ 238,017 $ 450,337 _____________ (1) On July 25, 2019, we entered into an amendment to our agreement for the purchase of four AW189 U.K. SAR configuration helicopters. Pursuant to the amendment, the parties mutually agreed to postpone the delivery dates for three helicopters to the second half of fiscal year 2020 and the first quarter of fiscal year 2021. The postponement in deliveries resulted in deferral of approximately $15.0 million in capital expenditures scheduled for fiscal years 2020 into fiscal year 2021. The impact of this amendment is not included in the table above. (2) In October 2019, the Bankruptcy Court approved our agreement with Airbus Helicopters S.A.S. to reject our aircraft purchase contract for 22 large aircraft. This impact of this agreement is not included in the table above. (3) The four AW189 U.K. SAR configured aircraft on order were being leased as of March 31, 2019. One of the AW189s was purchased in August 2019 and one of the AW189s was purchased in October 2019. |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Operating Lease, Lease Income [Table Text Block] | Operating leases as of June 30, 2019 were as follows (in thousands): Operating lease right-of-use assets $ 187,961 Current portion of operating lease liabilities $ 90,946 Operating lease liabilities 103,567 Total operating lease liabilities $ 194,513 Three Months Ended Cash paid for operating leases $ 36,650 ROU assets obtained in exchange for lease obligations $ 48,068 Weighted average remaining lease term 4 years Weighted average discount rate 7.14 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | The following is a summary of the terms related to aircraft leased under operating leases with original or remaining terms in excess of one year as of June 30, 2019 : End of Lease Term Number of Aircraft Nine months ending March 31, 2019 to fiscal year 2020 28 Fiscal year 2021 to fiscal year 2023 24 Fiscal year 2024 to fiscal year 2025 1 53 As of June 30, 2019 , aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 53 aircraft, are as follows (in thousands): Aircraft Other Total Fiscal year ending March 31, 2020 $ 71,103 $ 9,550 $ 80,653 2021 39,428 10,622 50,050 2022 26,713 9,601 36,314 2023 7,479 8,586 16,065 2024 205 8,345 8,550 Thereafter — 27,748 27,748 $ 144,928 $ 74,452 $ 219,380 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Defined Benefit Plan [Abstract] | |
Schedule of components of net periodic pension cost | The following table provides a detail of the components of net periodic pension cost (in thousands): Three Months Ended 2019 2018 Service cost for benefits earned during the period $ 159 $ 219 Interest cost on pension benefit obligation 2,919 3,364 Expected return on assets (4,005 ) (4,434 ) Prior service costs 35 — Amortization of unrecognized losses 2,061 2,057 Net periodic pension cost $ 1,169 $ 1,206 |
EARNINGS PER SHARE AND ACCUMU_2
EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Dividends, Share Repurchases, Earning Per Share and Accumulated Other Comprehensive Income [Abstract] | |
Schedule of antidilutive securities excluded from computation of earnings per share | Diluted earnings per common share excludes options to purchase shares and restricted stock awards, which were outstanding during the period but were anti-dilutive, as follows: Three Months Ended 2019 2018 Options: Outstanding 3,197,023 2,849,429 Weighted average exercise price $ 26.56 $ 35.43 Restricted stock awards: Outstanding 684,324 567,143 Weighted average price $ 8.01 $ 14.54 |
Schedule of earnings per share, basic and diluted | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended 2019 2018 Loss (in thousands): Loss available to common stockholders – basic $ (169,246 ) $ (31,864 ) Loss available to common stockholders – diluted $ (169,246 ) $ (31,864 ) Shares: Weighted average number of common shares outstanding – basic 35,918,916 35,629,741 Net effect of dilutive stock options and restricted stock awards based on the treasury stock method — — Weighted average number of common shares outstanding – diluted (1) 35,918,916 35,629,741 Basic loss per common share $ (4.71 ) $ (0.89 ) Diluted loss per common share $ (4.71 ) $ (0.89 ) _____________ (1) Potentially dilutive shares issuable pursuant to our warrant transactions entered into concurrently with the issuance of our 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the three months ended June 30, 2019 and 2018, because to do so would have been anti-dilutive. For further details on the Warrant Transactions, see Note 5 in our fiscal year 2019 Financial Statements. |
Schedule of accumulated other comprehensive income (loss) | The following table sets forth the changes in the balances of each component of accumulated other comprehensive loss (in thousands): Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 2019 $ (137,867 ) $ (189,734 ) $ (388 ) $ (327,989 ) Other comprehensive income before reclassification 16,888 — 485 17,373 Reclassified from accumulated other comprehensive income — — (11 ) (11 ) Net current period other comprehensive income 16,888 — 474 17,362 Foreign exchange rate impact (5,280 ) 5,280 — — Balance as of June 30, 2019 $ (126,259 ) $ (184,454 ) $ 86 $ (310,627 ) _____________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. (2) Reclassification of amounts related to cash flow hedges were included as direct costs. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of revenue by segment | The following tables show region information for the three months ended June 30, 2019 and 2018 and as of June 30 and March 31, 2019 , where applicable, reconciled to consolidated totals, and prepared on the same basis as our condensed consolidated financial statements (in thousands): Three Months Ended 2019 2018 Region revenue from external customers: Europe Caspian $ 188,594 $ 218,500 Africa 49,516 36,416 Americas 56,990 51,367 Asia Pacific 37,811 60,196 Corporate and other 265 189 Total region revenue (1) $ 333,176 $ 366,668 Intra-region revenue: Europe Caspian $ 1,044 $ 1,680 Africa 122 — Americas 1,311 1,637 Asia Pacific 44 — Corporate and other — 1 Total intra-region revenue $ 2,521 $ 3,318 Consolidated revenue: Europe Caspian $ 189,638 $ 220,180 Africa 49,638 36,416 Americas 58,301 53,004 Asia Pacific 37,855 60,196 Corporate and other 265 190 Intra-region eliminations (2,521 ) (3,318 ) Total consolidated revenue (1) $ 333,176 $ 366,668 _____________ (1) The above table represents disaggregated revenue from contracts with customers except for $8.4 million of revenue included in totals ( $0.3 million from Europe Caspian, $8.0 million from Americas and $0.1 million from Asia Pacific) for the three months ended June 30, 2019 and $19.8 million of revenue included in totals ( $13.0 million from Europe Caspian, $6.7 million from Americas and $0.1 million from Asia Pacific) for the three months ended June 30, 2018 . For further details on revenue recognition, see Note 3 . |
Operating Performance and Total Assets by Segment | Three Months Ended 2019 2018 Earnings from unconsolidated affiliates, net of losses – equity method investments: Europe Caspian $ 171 $ 25 Americas 2,176 (1,437 ) Corporate and other — (135 ) Total earnings from unconsolidated affiliates, net of losses – equity method investments $ 2,347 $ (1,547 ) Consolidated operating loss: Europe Caspian $ 11,807 $ 21,928 Africa 7,745 1,141 Americas 3,568 (7,343 ) Asia Pacific (12,434 ) (971 ) Corporate and other (28,641 ) (16,631 ) Loss on disposal of assets (3,787 ) (1,678 ) Total consolidated operating loss (1) $ (21,742 ) $ (3,554 ) Depreciation and amortization: Europe Caspian $ 12,439 $ 12,755 Africa 4,991 3,414 Americas 6,880 6,881 Asia Pacific 3,721 4,355 Corporate and other 3,308 3,536 Total depreciation and amortization $ 31,339 $ 30,941 June 30, March 31, Identifiable assets: Europe Caspian $ 1,131,538 $ 1,070,863 Africa 349,541 325,502 Americas 667,639 661,266 Asia Pacific 249,769 255,136 Corporate and other (2) 369,468 339,832 Total identifiable assets $ 2,767,955 $ 2,652,599 Investments in unconsolidated affiliates – equity method investments: Europe Caspian $ 360 $ 375 Americas 111,195 108,831 Corporate and other 2,653 2,711 Total investments in unconsolidated affiliates – equity method investments $ 114,208 $ 111,917 _____________ (1) Results for the three months ended June 30, 2018 were positively impacted by a reduction to rent expense of $3.5 million (included in direct costs) impacting Europe Caspian and Asia Pacific regions by $2.7 million and $0.8 million , respectively, related to OEM cost recoveries for ongoing aircraft issues. For further details, see Note 1. (2) Includes $48.8 million and $51.7 million of construction in progress within property and equipment on our condensed consolidated balance sheets as of June 30 and March 31, 2019 , respectively, which primarily represents progress payments on aircraft to be delivered in future periods. As discussed in Note 8 , in September 2019, we rejected our aircraft purchase agreement with Airbus Helicopters S.A.S. and wrote-off $30.6 million of construction in progress as of September 30, 2019. |
SUPPLEMENTAL CONDENSED CONSOL_2
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Supplemental Condensed Consolidating Statement of Operations | The financial statements below represent condensed combined financial statements of the Debtors, which excludes non-debtor entities. Intercompany transactions among the Debtors have been eliminated in the financial statements contained below. Intercompany transactions among the Debtors and the non-debtor subsidiaries have not been eliminated in the Debtors’ financial statements below. BRISTOW GROUP INC. (DEBTOR-IN-POSSESSION) Unaudited Condensed Combined Statement of Operations Three Months Ended (Unaudited) (In thousands) Revenue $ 89,712 Operating expense: Direct cost and reimbursable expense 72,344 Prepetition restructuring charges 12,449 Depreciation and amortization 31,289 General and administrative 13,761 129,843 Gain on disposal of assets 4,575 Operating loss (35,556 ) Interest expense, net (21,453 ) Reorganization items (75,897 ) Other income, net 679 Loss before benefit for income taxes (132,227 ) Benefit for income taxes 19,059 Net loss (113,168 ) Net income attributable to noncontrolling interests (14 ) Net loss attributable to Bristow Group $ (113,182 ) Supplemental Condensed Consolidating Statement of Operations Three Months Ended June 30, 2019 Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Third party revenue $ — $ 37,799 $ 295,377 $ — $ 333,176 Intercompany revenue — 24,677 — (24,677 ) — — 62,476 295,377 (24,677 ) 333,176 Operating expense: Direct cost and reimbursable expense 119 41,624 232,150 — 273,893 Intercompany expenses — — 24,677 (24,677 ) — Prepetition restructuring charges 12,449 — 1,027 — 13,476 Depreciation and amortization 3,137 17,661 10,541 — 31,339 General and administrative 9,711 3,930 21,129 — 34,770 25,416 63,215 289,524 (24,677 ) 353,478 Loss on disposal of assets — (476 ) (3,311 ) — (3,787 ) Earnings from unconsolidated affiliates, net of losses (100,957 ) — 2,347 100,957 2,347 Operating income (loss) (126,373 ) (1,215 ) 4,889 100,957 (21,742 ) Interest expense, net (13,367 ) (5,865 ) (7,089 ) — (26,321 ) Reorganization items (49,845 ) (26,051 ) (460 ) — (76,356 ) Loss on sale of subsidiaries — — (56,303 ) — (56,303 ) Other income (expense), net 119 501 (4,493 ) — (3,873 ) Loss before (provision) benefit for income taxes (189,466 ) (32,630 ) (63,456 ) 100,957 (184,595 ) Allocation of consolidated income taxes 20,235 (1,176 ) (3,552 ) — 15,507 Net loss (169,231 ) (33,806 ) (67,008 ) 100,957 (169,088 ) Net income attributable to noncontrolling interests (15 ) — (143 ) — (158 ) Net loss attributable to Bristow Group $ (169,246 ) $ (33,806 ) $ (67,151 ) $ 100,957 $ (169,246 ) Supplemental Condensed Consolidating Statement of Operations Three Months Ended June 30, 2018 Parent Guarantor Non- Eliminations Consolidated (In thousands) Revenue: Third party revenue $ 45 $ 34,135 $ 332,488 $ — $ 366,668 Intercompany revenue — 26,517 — (26,517 ) — 45 60,652 332,488 (26,517 ) 366,668 Operating expense: Direct cost and reimbursable expense 16 41,876 254,063 — 295,955 Intercompany expenses — — 26,517 (26,517 ) — Depreciation and amortization 3,066 18,222 9,653 — 30,941 General and administrative 12,788 3,798 23,515 — 40,101 15,870 63,896 313,748 (26,517 ) 366,997 Gain (loss) on disposal of assets (806 ) (1,160 ) 288 — (1,678 ) Earnings from unconsolidated affiliates, net of losses (7,065 ) — (1,547 ) 7,065 (1,547 ) Operating income (loss) (23,696 ) (4,404 ) 17,481 7,065 (3,554 ) Interest expense, net (16,379 ) (6,830 ) (3,935 ) — (27,144 ) Other income (expense), net 134 1,075 (5,159 ) — (3,950 ) Loss before (provision) benefit for income taxes (39,941 ) (10,159 ) 8,387 7,065 (34,648 ) Allocation of consolidated income taxes 8,092 893 (6,134 ) — 2,851 Net income (loss) (31,849 ) (9,266 ) 2,253 7,065 (31,797 ) Net income attributable to noncontrolling interests (15 ) — (52 ) — (67 ) Net income (loss) attributable to Bristow Group $ (31,864 ) $ (9,266 ) $ 2,201 $ 7,065 $ (31,864 ) |
Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss) | Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended June 30, 2019 Parent Guarantor Non- Eliminations Consolidated (In thousands) Net loss $ (169,231 ) $ (33,806 ) $ (67,008 ) $ 100,957 $ (169,088 ) Other comprehensive loss: Currency translation adjustments — (355 ) 14,313 2,941 16,899 Unrealized gain on cash flow hedges — — 474 — 474 Total comprehensive loss (169,231 ) (34,161 ) (52,221 ) 103,898 (151,715 ) Net income attributable to noncontrolling interests (15 ) — (143 ) — (158 ) Currency translation adjustments attributable to noncontrolling interests — — (11 ) — (11 ) Total comprehensive income attributable to noncontrolling interests (15 ) — (154 ) — (169 ) Total comprehensive loss attributable to Bristow Group $ (169,246 ) $ (34,161 ) $ (52,375 ) $ 103,898 $ (151,884 ) Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended June 30, 2018 Parent Guarantor Non- Eliminations Consolidated (In thousands) Net income (loss) $ (31,849 ) $ (9,266 ) $ 2,253 $ 7,065 $ (31,797 ) Other comprehensive loss: Currency translation adjustments — (886 ) (81,802 ) 53,655 (29,033 ) Unrealized gain on cash flow hedges — — 1,348 — 1,348 Total comprehensive loss (31,849 ) (10,152 ) (78,201 ) 60,720 (59,482 ) Net income attributable to noncontrolling interests (15 ) — (52 ) — (67 ) Currency translation adjustments attributable to noncontrolling interests — — (139 ) — (139 ) Total comprehensive income attributable to noncontrolling interests (15 ) — (191 ) — (206 ) Total comprehensive loss attributable to Bristow Group $ (31,864 ) $ (10,152 ) $ (78,392 ) $ 60,720 $ (59,688 ) |
Supplemental Condensed Consolidating Balance Sheet | BRISTOW GROUP INC. (DEBTOR-IN-POSSESSION) Unaudited Condensed Combined Balance Sheet June 30, (Unaudited) (In thousands) ASSETS Current assets: Cash and cash equivalents $ 67,024 Accounts receivable 31,628 Intercompany accounts receivable 434,501 Inventories 35,011 Assets held for sale 1,866 Prepaid expenses and other current assets 13,384 Total current assets 583,414 Intercompany investment 633,197 Intercompany notes receivable 378,986 Property and equipment, net 1,438,318 Right-of-use assets 161,454 Other assets 8,075 Total assets $ 3,203,444 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Accounts payable $ 32,326 Intercompany accounts payable 117,358 Accrued liabilities 18,636 Accrued interest 10,944 Intercompany accrued interest 3,782 Current portion of operating lease liabilities 101,971 Short-term borrowings and current maturities of long-term debt 810,388 Total current liabilities 1,095,405 Long-term debt, less current maturities 33,932 Intercompany notes payable 77,422 Other liabilities and deferred credits 4,002 Deferred taxes 66,351 Long-term operating lease liabilities 65,977 Total liabilities not subject to compromise 1,343,089 Liabilities subject to compromise 617,991 Total liabilities 1,961,080 Stockholders’ investment: Total Bristow Group stockholders’ investment 1,241,093 Noncontrolling interests 1,271 Total stockholders’ investment 1,242,364 Total liabilities and stockholders’ investment $ 3,203,444 Supplemental Condensed Consolidating Balance Sheet As of June 30, 2019 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 63,169 $ 3,454 $ 105,911 $ — $ 172,534 Restricted cash — — 3,234 — 3,234 Accounts receivable 588,466 635,844 300,212 (1,297,449 ) 227,073 Inventories — 35,011 79,986 — 114,997 Assets held for sale — 1,866 (191 ) — 1,675 Prepaid expenses and other current assets 9,732 1,785 31,286 — 42,803 Total current assets 661,367 677,960 520,438 (1,297,449 ) 562,316 Intercompany investment 1,728,477 97,435 128,543 (1,954,455 ) — Investment in unconsolidated affiliates — — 120,494 — 120,494 Intercompany notes receivable 137,245 11,151 115,008 (263,404 ) — Property and equipment—at cost: Land and buildings 4,807 58,204 178,726 — 241,737 Aircraft and equipment 157,103 1,311,582 958,750 — 2,427,435 161,910 1,369,786 1,137,476 — 2,669,172 Less: Accumulated depreciation and amortization (50,682 ) (437,973 ) (405,695 ) — (894,350 ) 111,228 931,813 731,781 — 1,774,822 Right-of-use assets 16,637 59,387 168,691 (56,754 ) 187,961 Goodwill — — 18,212 — 18,212 Other assets 3,762 4,131 96,257 — 104,150 Total assets $ 2,658,716 $ 1,781,877 $ 1,899,424 $ (3,572,062 ) $ 2,767,955 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Accounts payable $ 474,168 $ 566,606 $ 330,896 $ (1,285,776 ) $ 85,894 Accrued liabilities 51,366 16,212 222,915 (68,340 ) 222,153 Short-term borrowings and current maturities of long-term debt 340,597 264,758 286,737 — 892,092 Total current liabilities 866,131 847,576 840,548 (1,354,116 ) 1,200,139 Long-term debt, less current maturities 33,932 — 41,857 — 75,789 Intercompany notes payable 88,573 143,233 31,598 (263,404 ) — Accrued pension liabilities — — 22,472 — 22,472 Other liabilities and deferred credits 3,893 3 4,184 — 8,080 Deferred taxes 40,003 26,348 17,724 — 84,075 Long-term operating lease liabilities 16,668 36,913 49,986 — 103,567 Liabilities subject to compromise 565,153 30,830 22,008 — 617,991 Stockholders’ investment: Common stock 386 4,996 131,317 (136,313 ) 386 Additional paid-in-capital 862,844 29,387 284,048 (313,435 ) 862,844 Retained earnings 286,352 662,591 183,182 (845,773 ) 286,352 Accumulated other comprehensive income (loss) 78,306 — 270,088 (659,021 ) (310,627 ) Treasury shares (184,796 ) — — — (184,796 ) Total Bristow Group stockholders’ investment 1,043,092 696,974 868,635 (1,954,542 ) 654,159 Noncontrolling interests 1,271 — 412 — 1,683 Total stockholders’ investment 1,044,363 696,974 869,047 (1,954,542 ) 655,842 Total liabilities and stockholders’ investment $ 2,658,716 $ 1,781,877 $ 1,899,424 $ (3,572,062 ) $ 2,767,955 Supplemental Condensed Consolidating Balance Sheet As of March 31, 2019 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 90,586 $ 3,205 $ 84,264 $ — $ 178,055 Accounts receivable 535,502 583,912 287,822 (1,190,445 ) 216,791 Inventories — 35,331 85,977 — 121,308 Assets held for sale — 5,541 (191 ) — 5,350 Prepaid expenses and other current assets 3,734 1,001 39,274 — 44,009 Total current assets 629,822 628,990 497,146 (1,190,445 ) 565,513 Intercompany investment 1,829,271 97,435 131,608 (2,058,314 ) — Investment in unconsolidated affiliates — — 118,203 — 118,203 Intercompany notes receivable 140,659 11,151 128,410 (280,220 ) — Property and equipment—at cost: Land and buildings 4,807 58,204 181,262 — 244,273 Aircraft and equipment 155,667 1,312,115 1,029,840 — 2,497,622 160,474 1,370,319 1,211,102 — 2,741,895 Less: Accumulated depreciation and amortization (47,546 ) (419,983 ) (440,186 ) — (907,715 ) 112,928 950,336 770,916 — 1,834,180 Goodwill — — 18,436 — 18,436 Other assets 3,563 3,410 109,294 — 116,267 Total assets $ 2,716,243 $ 1,691,322 $ 1,774,013 $ (3,528,979 ) $ 2,652,599 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Accounts payable $ 441,485 $ 510,911 $ 327,447 $ (1,180,270 ) $ 99,573 Accrued liabilities 51,071 (9,807 ) 119,433 (10,049 ) 150,648 Short-term borrowings and current maturities of long-term debt 849,524 268,559 300,547 — 1,418,630 Total current liabilities 1,342,080 769,663 747,427 (1,190,319 ) 1,668,851 Long-term debt, less current maturities — — 8,223 — 8,223 Intercompany notes payable 91,664 155,643 32,913 (280,220 ) — Accrued pension liabilities — — 25,726 — 25,726 Other liabilities and deferred credits 10,430 8,613 7,186 — 26,229 Deferred taxes 59,302 26,268 25,633 — 111,203 Stockholders’ investment: Common stock 386 4,996 131,317 (136,313 ) 386 Additional paid-in-capital 862,020 29,387 284,048 (313,435 ) 862,020 Retained earnings 455,598 696,397 250,333 (946,730 ) 455,598 Accumulated other comprehensive income (loss) 78,306 355 255,312 (661,962 ) (327,989 ) Treasury shares (184,796 ) — — — (184,796 ) Total Bristow Group stockholders’ investment 1,211,514 731,135 921,010 (2,058,440 ) 805,219 Noncontrolling interests 1,253 — 5,895 — 7,148 Total stockholders’ investment 1,212,767 731,135 926,905 (2,058,440 ) 812,367 Total liabilities and stockholders’ investment $ 2,716,243 $ 1,691,322 $ 1,774,013 $ (3,528,979 ) $ 2,652,599 |
Supplemental Condensed Consolidating Statement of Cash Flows | BRISTOW GROUP INC. (DEBTOR-IN-POSSESSION) Unaudited Condensed Combined Statement of Cash Flows Three Months Ended (Unaudited) (In thousands) Cash flows from operating activities: Net loss $ (113,168 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 31,289 Deferred income taxes (19,219 ) Write-off of deferred financing fees 1,313 Discount amortization on long-term debt 850 Reorganization items 60,853 Gain on disposal of assets (4,575 ) Deferral of lease payments 285 Stock-based compensation 611 Increase (decrease) in cash resulting from changes in: Accounts receivable (4,194 ) Inventories 319 Prepaid expenses and other assets (6,713 ) Accounts payable 18,870 Accrued liabilities 23,092 Other liabilities and deferred credits, including intercompany activity (46,701 ) Net cash used in operating activities (57,088 ) Cash flows from investing activities: Capital expenditures (2,280 ) Proceeds from asset dispositions 3,175 Net cash provided by investing activities 895 Cash flows from financing activities: Proceeds from borrowings 37,500 Debt issuance costs (5,008 ) Repayment of debt (3,248 ) Net cash provided by financing activities 29,244 Effect of exchange rate changes on cash and cash equivalents (211 ) Net decrease in cash and cash equivalents (27,160 ) Cash and cash equivalents at beginning of period 94,184 Cash and cash equivalents at end of period $ 67,024 Supplemental Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2019 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ (34,861 ) $ 10,847 $ (12,748 ) $ — $ (36,762 ) Cash flows from investing activities: Capital expenditures (1,435 ) (2,538 ) (3,466 ) — (7,439 ) Proceeds from asset dispositions — 3,175 29 — 3,204 Cash transferred in sale of subsidiaries, net of cash received — — (22,878 ) — (22,878 ) Net cash provided by (used in) investing activities (1,435 ) 637 (26,315 ) — (27,113 ) Cash flows from financing activities: Proceeds from borrowings 37,500 — 38,085 — 75,585 Debt issuance costs (5,008 ) — (5,008 ) — (10,016 ) Repayment of debt — (1,701 ) (4,120 ) — (5,821 ) Increases (decreases) in cash related to intercompany advances and debt (23,613 ) (9,534 ) 33,147 — — Net cash provided by (used in) financing activities 8,879 (11,235 ) 62,104 — 59,748 Effect of exchange rate changes on cash, cash equivalents and restricted cash — — 1,840 — 1,840 Net increase (decrease) in cash, cash equivalents and restricted cash (27,417 ) 249 24,881 — (2,287 ) Cash, cash equivalents and restricted cash at beginning of period 90,586 3,205 84,264 — 178,055 Cash, cash equivalents and restricted cash at end of period $ 63,169 $ 3,454 $ 109,145 $ — $ 175,768 Supplemental Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2018 Parent Company Only Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ (32,865 ) $ 11,992 $ (23,246 ) $ — $ (44,119 ) Cash flows from investing activities: Capital expenditures (654 ) (1,453 ) (6,788 ) — (8,895 ) Proceeds from asset dispositions — 7,432 342 — 7,774 Net cash provided by (used in) investing activities (654 ) 5,979 (6,446 ) — (1,121 ) Cash flows from financing activities: Proceeds from borrowings — — 387 — 387 Debt issuance costs (421 ) (32 ) (1,925 ) — (2,378 ) Repayment of debt — (5,262 ) (8,932 ) — (14,194 ) Dividends received (paid) 162,941 1,649 (164,590 ) — — Increases (decreases) in cash related to intercompany advances and debt (162,519 ) (21,716 ) 184,235 — — Partial prepayment of put/call obligation (14 ) — — — (14 ) Repurchases for tax withholdings on vesting of equity awards (1,484 ) — — — (1,484 ) Issuance of Common Stock 2,830 — — — 2,830 Net cash provided by (used in) financing activities 1,333 (25,361 ) 9,175 — (14,853 ) Effect of exchange rate changes on cash and cash equivalents — — (3,580 ) — (3,580 ) Net decrease in cash and cash equivalents (32,186 ) (7,390 ) (24,097 ) — (63,673 ) Cash and cash equivalents at beginning of period 277,176 8,904 94,143 — 380,223 Cash and cash equivalents at end of period $ 244,990 $ 1,514 $ 70,046 $ — $ 316,550 |
BASIS OF PRESENTATION, CONSOL_4
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Exposure (Details) - Year To Date | Jun. 30, 2019 | Jun. 30, 2018 |
One British pound sterling into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 1.27 | 1.32 |
One euro into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 1.14 | 1.17 |
One Australian dollar into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.70 | 0.74 |
One Norwegian kroner into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.1173 | 0.1227 |
One Nigerian naira into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.0028 | 0.0028 |
High | One British pound sterling into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 1.32 | 1.43 |
High | One euro into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 1.14 | 1.24 |
High | One Australian dollar into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.72 | 0.78 |
High | One Norwegian kroner into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.1179 | 0.1290 |
High | One Nigerian naira into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.0028 | 0.0028 |
Average | One British pound sterling into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 1.29 | 1.36 |
Average | One euro into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 1.12 | 1.19 |
Average | One Australian dollar into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.70 | 0.76 |
Average | One Norwegian kroner into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.1157 | 0.1247 |
Average | One Nigerian naira into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.0028 | 0.0028 |
Low | One British pound sterling into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 1.25 | 1.31 |
Low | One euro into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 1.11 | 1.16 |
Low | One Australian dollar into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.69 | 0.73 |
Low | One Norwegian kroner into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.1139 | 0.1209 |
Low | One Nigerian naira into U.S. dollars | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.0028 | 0.0028 |
BASIS OF PRESENTATION, CONSOL_5
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Foreign currency transaction gains (losses) | $ (2.9) | $ (3) |
Impact of foreign exchange rates on unconsolidated affiliates | $ (0.1) | $ (2.6) |
BASIS OF PRESENTATION, CONSOL_6
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Brazilian Real to U.S. Dollar Exchange Rate (Details) - One Brazilian real into U.S. dollars - Year To Date | Jun. 30, 2019 | Jun. 30, 2018 |
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.2609 | 0.2599 |
High | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.2620 | 0.3020 |
Average | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.2552 | 0.2778 |
Low | ||
Schedule of Foreign Currency [Line Items] | ||
Foreign currency exchange rates | 0.2434 | 0.2571 |
BASIS OF PRESENTATION, CONSOL_7
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Changes in Foreign Currency Exchange Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Schedule of Foreign Currency [Line Items] | ||||
Revenue | $ 333,176 | $ 366,668 | ||
Operating expense | (353,478) | (366,997) | ||
Earnings from unconsolidated affiliates, net of losses | 2,347 | (1,547) | ||
Loss before benefit for income taxes | (184,595) | (34,648) | ||
Provision for income taxes | 15,507 | 2,851 | ||
Net income (loss) | (169,088) | (31,797) | ||
Total stockholders’ investment | 655,842 | $ 1,126,245 | $ 812,367 | $ 1,183,501 |
Year To Date | Impact of Changes in Foreign Currency Exchange Rates | ||||
Schedule of Foreign Currency [Line Items] | ||||
Revenue | (12,603) | |||
Operating expense | 10,830 | |||
Earnings from unconsolidated affiliates, net of losses | 2,478 | |||
Other income (expense), net | 99 | |||
Loss before benefit for income taxes | 804 | |||
Provision for income taxes | (630) | |||
Net income (loss) | 174 | |||
Cumulative translation adjustment | 16,888 | |||
Total stockholders’ investment | $ 17,062 |
BASIS OF PRESENTATION, CONSOL_8
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest income | $ 387 | $ 179 |
Interest expense | (26,708) | (27,323) |
Interest expense, net | $ (26,321) | $ (27,144) |
BASIS OF PRESENTATION, CONSOL_9
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 172,534 | $ 178,055 | ||
Restricted cash | 3,234 | 0 | ||
Cash, cash equivalents and restricted | $ 175,768 | $ 178,055 | $ 316,550 | $ 380,223 |
BASIS OF PRESENTATION, CONSO_10
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) £ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019USD ($) | Jun. 30, 2019GBP (£) | Jun. 30, 2019USD ($)aircraft | Jun. 30, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($)Affiliates | Mar. 31, 2018USD ($) | Jul. 24, 2019 | Apr. 01, 2019USD ($) | |
Item Affected [Line Items] | |||||||||
Restricted cash | $ 3,234,000 | $ 0 | $ 0 | ||||||
Allowance for doubtful accounts receivable | 800,000 | 1,600,000 | 1,600,000 | ||||||
Inventory allowance | 19,100,000 | 19,400,000 | 19,400,000 | ||||||
Short-term portion of contract acquisition and pre-operating costs | 9,600,000 | 9,800,000 | 9,800,000 | ||||||
Amortization of other deferred charges | 2,400,000 | $ 2,700,000 | |||||||
Goodwill | 18,212,000 | 18,436,000 | 18,436,000 | ||||||
Long-term portion of contract acquisition and pre-operating costs | 34,000,000 | 37,100,000 | 37,100,000 | ||||||
Deferred OEM cost recovery | $ 0 | 3,997,000 | 3,997,000 | ||||||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 10 | ||||||||
Other accrued liabilities | $ 32,773,000 | 38,679,000 | 38,679,000 | ||||||
Loss on sale of subsidiaries | (56,303,000) | 0 | |||||||
Operating lease right-of-use assets | 187,961,000 | 0 | 0 | ||||||
Total operating lease liabilities | $ 194,513,000 | ||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Operating lease right-of-use assets | $ 281,000,000 | ||||||||
Total operating lease liabilities | $ 285,300,000 | ||||||||
Eastern Airways International Limited [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Cash Outflow for Termination of Business Acquisition | £ | £ 17.1 | ||||||||
Purchase Covenants, Non Solicitation Of Key Employees Period | 12 months | 12 months | |||||||
Purchase Covenants, Right To Appoint Observer To Board Of Directors Period | 12 months | 12 months | |||||||
Purchase Covenants, Transition Services Coverage Period | 12 months | 12 months | |||||||
Bankruptcy Event [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 4 | ||||||||
OEM Cost recoveries | |||||||||
Item Affected [Line Items] | |||||||||
Original Equipment Manufacturer, Recoveries Sought | $ 136,000,000 | ||||||||
Original Equipment Manufacturer, Amount Received | 11,000,000 | 125,000,000 | |||||||
Accumulated Depreciation, Period Increase (Decrease) | (94,500,000) | ||||||||
Deferred OEM cost recovery | 13,900,000 | ||||||||
OEM Cost recoveries | Rent Expense | |||||||||
Item Affected [Line Items] | |||||||||
Offset Amount, Expense | $ 1,000,000 | 3,500,000 | 3,400,000 | $ 16,600,000 | |||||
OEM Cost recoveries | Rent Expense | Bankruptcy Event [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Offset Amount, Expense | 6,000,000 | ||||||||
OEM Cost recoveries | Revenue | |||||||||
Item Affected [Line Items] | |||||||||
Former Gain Contingency, Recognized in Current Period | 7,600,000 | ||||||||
OEM Cost recoveries | Direct cost | |||||||||
Item Affected [Line Items] | |||||||||
Former Gain Contingency, Recognized in Current Period | $ 1,100,000 | ||||||||
Effect on Future Earnings, Offset Amount | (2,300,000) | ||||||||
Affiliated entity | |||||||||
Item Affected [Line Items] | |||||||||
Allowance for doubtful accounts receivable | 0 | $ 0 | $ 0 | ||||||
Aviashelf Aviation Co. [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 48.50% | 48.50% | |||||||
Number Of Joint Ventures | Affiliates | 2 | ||||||||
Option To Acquire Additional Interest in Affiliate | 8.50% | ||||||||
Proceeds from Divestiture of Businesses | 2,600,000 | ||||||||
Aviashelf Aviation Co. [Member] | Subsequent Event [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Proceeds from Divestiture of Businesses | $ 400,000 | ||||||||
Bristow Helicopter Leasing [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 60.00% | 60.00% | |||||||
Proceeds from Divestiture of Businesses | 1,400,000 | ||||||||
8.75% Senior Secured Notes due 2023 | Subsequent Event [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Bankruptcy, Restructuring Support Agreement, Percentage of Noteholders | 99.30% | ||||||||
6.25% Senior Notes and 4.5% Convertible Senior Notes [Member] | Subsequent Event [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Bankruptcy, Restructuring Support Agreement, Percentage of Noteholders | 73.60% | ||||||||
Eastern Airways International Limited [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Loss on sale of subsidiaries | (46,852,000) | ||||||||
Write Off Of Net Assets | 35,000,000 | ||||||||
Write Off Of Cumulative Translation Adjustment | 11,900,000 | ||||||||
Aviashelf and Bristow Helicopters Leasing Limited [Member] | |||||||||
Item Affected [Line Items] | |||||||||
Loss on sale of subsidiaries | (9,451,000) | ||||||||
Write Off Of Net Assets | 2,300,000 | ||||||||
Write Off Of Cumulative Translation Adjustment | $ 7,200,000 |
BASIS OF PRESENTATION, CONSO_11
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill - beginning balance | $ 18,436 |
Foreign currency translation | (224) |
Goodwill - ending balance | $ 18,212 |
BASIS OF PRESENTATION, CONSO_12
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Finite-lived Intangible Assets [Roll Forward] | |
Intangible assets - beginning balance | $ 2,474 |
Foreign currency translation | (19) |
Intangible assets - ending balance | 2,455 |
Accumulated amortization of intangible assets - beginning balance | (1,070) |
Amortization expense | (39) |
Accumulated amortization of intangible assets - ending balance | $ (1,109) |
Weighted average remaining contractual life, in years | 6 years 6 months |
Customer relationships | |
Finite-lived Intangible Assets [Roll Forward] | |
Intangible assets - beginning balance | $ 2,143 |
Foreign currency translation | (15) |
Intangible assets - ending balance | 2,128 |
Accumulated amortization of intangible assets - beginning balance | (1,070) |
Amortization expense | (39) |
Accumulated amortization of intangible assets - ending balance | $ (1,109) |
Weighted average remaining contractual life, in years | 6 years 6 months |
Trade name and trademarks | |
Finite-lived Intangible Assets [Roll Forward] | |
Intangible assets - beginning balance | $ 331 |
Foreign currency translation | (4) |
Intangible assets - ending balance | 327 |
Accumulated amortization of intangible assets - beginning balance | 0 |
Amortization expense | 0 |
Accumulated amortization of intangible assets - ending balance | $ 0 |
BASIS OF PRESENTATION, CONSO_13
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2020 | $ 117 |
2021 | 156 |
2022 | 156 |
2023 | 156 |
2024 | 156 |
Thereafter | 605 |
Future intangible assets amortization expense | $ 1,346 |
BASIS OF PRESENTATION, CONSO_14
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Capital expenditures | $ 7,439 | $ 8,895 | |
Aircraft and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Capital expenditures | 6,688 | 8,337 | |
Land and buildings | |||
Property, Plant and Equipment [Line Items] | |||
Capital expenditures | 751 | $ 558 | |
Other Aircraft Type [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated Depreciation, Period Increase (Decrease) | $ 1,400 | ||
Other Aircraft Type [Member] | Forecast [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated Depreciation, Period Increase (Decrease) | $ 1,400 |
BASIS OF PRESENTATION, CONSO_15
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment Disposed of and Impairments (Details) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019USD ($)aircraft | Jun. 30, 2018USD ($)aircraft | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of aircraft sold or disposed of | aircraft | 2 | 3 |
Proceeds from asset dispositions | $ 3,204 | $ 7,774 |
Loss on disposal of assets | $ 3,787 | $ 1,678 |
BASIS OF PRESENTATION, CONSO_16
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Other accrued liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Accrued lease costs | $ 1,291 | $ 6,017 |
Deferred OEM cost recovery | 0 | 3,997 |
Accrued legal and professional fees | 10,054 | 3,070 |
Accrued property and equipment | 709 | 997 |
Deferred gain on sale leasebacks | 919 | 1,305 |
Other operating accruals | 19,800 | 14,437 |
Other accrued liabilities | 32,773 | 38,679 |
Eastern Airways International Limited [Member] | ||
Other accrued liabilities | $ 0 | $ 8,856 |
BASIS OF PRESENTATION, CONSO_17
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Loss on sale of subsidiaries (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Loss on sale of subsidiaries | $ 56,303 | $ 0 |
Eastern Airways International Limited [Member] | ||
Loss on sale of subsidiaries | 46,852 | |
Aviashelf and Bristow Helicopters Leasing Limited [Member] | ||
Loss on sale of subsidiaries | $ 9,451 |
BANKRUPTCY AND RELATED MATTER_2
BANKRUPTCY AND RELATED MATTERS Narrative (Details) $ / shares in Units, $ in Millions | Oct. 31, 2019Multiplier$ / sharesshares | Jun. 30, 2019USD ($)Employee$ / sharesshares | Dec. 06, 2019shares | Mar. 31, 2019$ / sharesshares |
Reorganizations [Abstract] | ||||
Executive Key Employee Incentive Plan, Number Of Employee | Employee | 10 | |||
Executive Key Employee Incentive Plan, Potential Cash Award, Threshold | $ 3.1 | |||
Executive Key Employee Incentive Plan, Potential Cash Award, Target | 6.1 | |||
Executive Key Employee Incentive Plan, Potential Cash Award, Exceed Target | $ 12.3 | |||
Non-Executive Key Employee Incentive Plan, Number Of Employee | Employee | 183 | |||
Non-Executive Key Employee Incentive Plan, Potential Cash Award, Threshold | $ 7.7 | |||
Non-Executive Key Employee Incentive Plan, Potential Cash Award, Target | 10.3 | |||
Non-Executive Key Employee Incentive Plan, Potential Cash Award, Exceed Target | $ 15.4 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized | shares | 90,000,000 | 90,000,000 | ||
Cash outflow for reorganizations items | $ 1.4 | |||
Subsequent Event [Member] | Severance Plan And Participation Agreements [Member] | Tier 1 Employee | ||||
Cash Severance, Base Salary Payment Period | 24 months | |||
Subsequent Event [Member] | Severance Plan And Participation Agreements [Member] | Tier 1 Employee | Termination Benefits Occurring Within Two-Year Period Following Change in Control [Member] | ||||
Severance, Salary Multiplier | Multiplier | 2 | |||
Target Bonus, Percentage of Base Salary | 110.00% | |||
Subsequent Event [Member] | Severance Plan And Participation Agreements [Member] | Tier 2 Employees | ||||
Cash Severance, Base Salary Payment Period | 12 months | |||
Subsequent Event [Member] | Severance Plan And Participation Agreements [Member] | Tier 2 Employees | Termination Benefits Occurring Within Two-Year Period Following Change in Control [Member] | ||||
Severance, Salary Multiplier | Multiplier | 1.5 | |||
Target Bonus, Percentage of Base Salary | 65.00% | |||
Subsequent Event [Member] | Severance Plan And Participation Agreements [Member] | Tier 1 and 2 Employees | ||||
Severance, COBRA coverage period | 18 months | |||
Severance, Outplacement Coverage Period | 12 months | |||
Subsequent Event [Member] | Severance Plan And Participation Agreements [Member] | Chief Financial Officer [Member] | Termination Benefits Occurring Within Two-Year Period Following Change in Control [Member] | ||||
Target Bonus, Percentage of Base Salary | 75.00% | |||
Subsequent Event [Member] | Management Incentive Plan | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||
Common stock, shares authorized | shares | 473,218 | 699,890 | ||
Preferred Stock, Shares Authorized | shares | 284,358 | 323,664 | ||
Common Stock Authorized, Percentage | 4.00% | 5.00% |
BANKRUPTCY AND RELATED MATTER_3
BANKRUPTCY AND RELATED MATTERS Liabilities Subject To Compromise (Details) $ in Thousands | Jun. 30, 2019USD ($)aircraft | Mar. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 554,655 | $ 0 |
Liabilities Subject to Compromise, Employee and Deemed Claims | 2,631 | |
Liabilities subject to compromise | 617,991 | 0 |
Total debt | $ 1,545,396 | 1,448,624 |
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 10 | |
Lease Rejections [Member] | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Early Contract Termination Fees | $ 30,830 | |
Milestone Omnibus Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Early Contract Termination Fees | 22,009 | |
Milestone Omnibus Agreement [Member] | Lease return cost, accounts payable | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Early Contract Termination Fees | 2,800 | |
Milestone Omnibus Agreement [Member] | Deferred lease, debt | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Early Contract Termination Fees | 9,400 | |
Milestone Omnibus Agreement [Member] | Future rent, commitments | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Early Contract Termination Fees | 9,700 | |
Milestone Omnibus Agreement [Member] | Accrued interest | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Early Contract Termination Fees | $ 100 | |
S-76C Aircraft | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 9 | |
S-76D Aircraft | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 1 | |
H225 Aircraft | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 4 | |
H225 Aircraft | Milestone Omnibus Agreement [Member] | Lease return cost, accounts payable | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Early Contract Termination Fees | $ 2,800 | |
H225 Aircraft | Milestone Omnibus Agreement [Member] | Deferred lease, debt | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Early Contract Termination Fees | 9,400 | |
H225 Aircraft | Milestone Omnibus Agreement [Member] | Future rent, commitments | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Early Contract Termination Fees | 9,700 | |
Senior Notes | 6¼% Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Debt and Accrued Interest | 415,894 | |
Total debt | 401,535 | 401,535 |
Interest Payable | 14,400 | |
Convertible Debt | 4½% Convertible Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Debt and Accrued Interest | 146,627 | |
Total debt | 143,750 | $ 112,944 |
Interest Payable | $ 2,900 |
BANKRUPTCY AND RELATED MATTER_4
BANKRUPTCY AND RELATED MATTERS Reorganization items (Details) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019USD ($)aircraft | Jun. 30, 2018USD ($) | |
Debt Instrument [Line Items] | ||
Debtor Reorganization Items, Legal and Advisory Professional Fees | $ 15,503 | |
Debtor Reorganization Items, Net Gain (Loss) on Rejection of Leases and Other Executory Contracts | 26,051 | |
Debtor Reorganization Items, Write-off of Debt Discounts | 30,158 | |
Debtor Reorganization Items, Write-off of Debt Issuance Costs | 4,644 | |
Reorganization Items | $ 76,356 | $ 0 |
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 10 | |
Senior Notes | 6¼% Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Debtor Reorganization Items, Write-off of Debt Issuance Costs | $ 2,400 | |
Convertible Debt | 4½% Convertible Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Debtor Reorganization Items, Write-off of Debt Discounts | 30,200 | |
Debtor Reorganization Items, Write-off of Debt Issuance Costs | $ 2,300 | |
S-76C Aircraft | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 9 | |
S-76D Aircraft | ||
Debt Instrument [Line Items] | ||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 1 |
BANKRUPTCY AND RELATED MATTER_5
BANKRUPTCY AND RELATED MATTERS Debtors in Possession Unaudited Condensed Combined Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 333,176 | $ 366,668 |
Direct cost and reimbursable expense | 273,893 | 295,955 |
Restructuring Charges | 13,476 | 0 |
Depreciation and amortization | 31,339 | 30,941 |
General and administrative | 34,770 | 40,101 |
Operating Expenses | 353,478 | 366,997 |
Loss on disposal of assets | (3,787) | (1,678) |
Operating loss | (21,742) | (3,554) |
Interest expense, net | (26,321) | (27,144) |
Reorganization items | (76,356) | 0 |
Other expense, net | (3,873) | (3,950) |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (184,595) | (34,648) |
Provision for income taxes | 15,507 | 2,851 |
Net loss | (169,088) | (31,797) |
Net Income (Loss) Attributable to Noncontrolling Interest | (158) | (67) |
Net Income (Loss) Attributable to Parent | (169,246) | $ (31,864) |
Debtor In Possession [Member] | ||
Revenue | 89,712 | |
Direct cost and reimbursable expense | 72,344 | |
Restructuring Charges | 12,449 | |
Depreciation and amortization | 31,289 | |
General and administrative | 13,761 | |
Operating Expenses | 129,843 | |
Loss on disposal of assets | 4,575 | |
Operating loss | (35,556) | |
Interest expense, net | (21,453) | |
Reorganization items | (75,897) | |
Other expense, net | 679 | |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (132,227) | |
Provision for income taxes | 19,059 | |
Net loss | (113,168) | |
Net Income (Loss) Attributable to Noncontrolling Interest | (14) | |
Net Income (Loss) Attributable to Parent | $ (113,182) |
BANKRUPTCY AND RELATED MATTER_6
BANKRUPTCY AND RELATED MATTERS Debtors in Possession Unaudited Condensed Combined Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 |
Current assets: | ||||
Cash and cash equivalents | $ 172,534 | $ 178,055 | ||
Accounts receivable | 227,073 | 216,791 | ||
Inventories | 114,997 | 121,308 | ||
Assets held for sale | 1,675 | 5,350 | ||
Prepaid expenses and other current assets | 42,803 | 44,009 | ||
Total current assets | 562,316 | 565,513 | ||
Intercompany investment | 0 | 0 | ||
Intercompany notes receivable | 0 | 0 | ||
Property and equipment, net | 1,774,822 | 1,834,180 | ||
Operating lease right-of-use assets | 187,961 | 0 | ||
Other assets | 104,150 | 116,267 | ||
Total assets | 2,767,955 | 2,652,599 | ||
Current liabilities: | ||||
Accounts payable | 85,894 | 99,573 | ||
Accrued liabilities | 32,773 | 38,679 | ||
Accrued interest | 11,201 | 17,174 | ||
Current portion of operating lease liabilities | 90,946 | 0 | ||
Short-term borrowings and current maturities of long-term debt | 892,092 | 1,418,630 | ||
Total current liabilities | 1,200,139 | 1,668,851 | ||
Long-term debt, less current maturities | 75,789 | 8,223 | ||
Other liabilities and deferred credits | 8,080 | 26,229 | ||
Deferred taxes | 84,075 | 111,203 | ||
Operating lease liabilities | 103,567 | 0 | ||
Liabilities not subject to compromise | 1,494,122 | 1,840,232 | ||
Liabilities subject to compromise | 617,991 | 0 | ||
Total Liabilities | 2,112,113 | 1,840,232 | ||
Total Bristow Group stockholders’ investment | 654,159 | 805,219 | ||
Noncontrolling interests | 1,683 | 7,148 | ||
Total stockholders’ investment | 655,842 | 812,367 | $ 1,126,245 | $ 1,183,501 |
Total liabilities and stockholders’ investment | 2,767,955 | 2,652,599 | ||
Debtor In Possession [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 67,024 | $ 94,184 | ||
Accounts receivable | 31,628 | |||
Intercompany Accounts Receivable | 434,501 | |||
Inventories | 35,011 | |||
Assets held for sale | 1,866 | |||
Prepaid expenses and other current assets | 13,384 | |||
Total current assets | 583,414 | |||
Intercompany investment | 633,197 | |||
Intercompany notes receivable | 378,986 | |||
Property and equipment, net | 1,438,318 | |||
Operating lease right-of-use assets | 161,454 | |||
Other assets | 8,075 | |||
Total assets | 3,203,444 | |||
Current liabilities: | ||||
Accounts payable | 32,326 | |||
Intercompany accounts payable | 117,358 | |||
Accrued liabilities | 18,636 | |||
Accrued interest | 10,944 | |||
Intercompany accrued interest | 3,782 | |||
Current portion of operating lease liabilities | 101,971 | |||
Short-term borrowings and current maturities of long-term debt | 810,388 | |||
Total current liabilities | 1,095,405 | |||
Long-term debt, less current maturities | 33,932 | |||
Intercompany notes payable | 77,422 | |||
Other liabilities and deferred credits | 4,002 | |||
Deferred taxes | 66,351 | |||
Operating lease liabilities | 65,977 | |||
Liabilities not subject to compromise | 1,343,089 | |||
Liabilities subject to compromise | 617,991 | |||
Total Liabilities | 1,961,080 | |||
Total Bristow Group stockholders’ investment | 1,241,093 | |||
Noncontrolling interests | 1,271 | |||
Total stockholders’ investment | 1,242,364 | |||
Total liabilities and stockholders’ investment | $ 3,203,444 |
BANKRUPTCY AND RELATED MATTER_7
BANKRUPTCY AND RELATED MATTERS Debtor in Possession Unaudited Condensed Combined Statement of Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (169,088) | $ (31,797) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 31,339 | 30,941 |
Deferred income taxes | (19,115) | (6,776) |
Write off of deferred financing fees | 2,625 | 0 |
Discount amortization on long-term debt | 850 | 1,510 |
Reorganization expense, other | 60,853 | 0 |
Loss on disposal of assets | 3,787 | 1,678 |
Deferral of lease payments | 285 | 1,568 |
Stock-based compensation | 824 | 1,692 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (19,856) | (19,833) |
Inventories | 968 | (1,496) |
Prepaid expenses and other assets | (4,720) | (1,729) |
Accounts payable | 2,621 | 3,385 |
Accrued liabilities | 26,394 | (21,845) |
Other liabilities and deferred credits | (10,135) | (4,374) |
Net cash used in operating activities | (36,762) | (44,119) |
Cash flows from investing activities: | ||
Capital expenditures | (7,439) | (8,895) |
Proceeds from asset dispositions | 3,204 | 7,774 |
Net cash used in investing activities | (27,113) | (1,121) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 75,585 | 387 |
Debt issuance costs | (10,016) | (2,378) |
Repayment of debt | (5,821) | (14,194) |
Net cash provided by (used in) financing activities | 59,748 | $ (14,853) |
Cash and cash equivalents at beginning of period | 178,055 | |
Cash, cash equivalents and restricted cash at end of period | 172,534 | |
Debtor In Possession [Member] | ||
Cash flows from operating activities: | ||
Net loss | (113,168) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 31,289 | |
Deferred income taxes | (19,219) | |
Write off of deferred financing fees | 1,313 | |
Discount amortization on long-term debt | 850 | |
Reorganization expense, other | 60,853 | |
Loss on disposal of assets | (4,575) | |
Deferral of lease payments | 285 | |
Stock-based compensation | 611 | |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (4,194) | |
Inventories | 319 | |
Prepaid expenses and other assets | (6,713) | |
Accounts payable | 18,870 | |
Accrued liabilities | 23,092 | |
Other liabilities and deferred credits | (46,701) | |
Net cash used in operating activities | (57,088) | |
Cash flows from investing activities: | ||
Capital expenditures | (2,280) | |
Proceeds from asset dispositions | 3,175 | |
Net cash used in investing activities | 895 | |
Cash flows from financing activities: | ||
Proceeds from borrowings | 37,500 | |
Debt issuance costs | (5,008) | |
Repayment of debt | (3,248) | |
Net cash provided by (used in) financing activities | 29,244 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (211) | |
Net decrease in cash and cash equivalents | (27,160) | |
Cash and cash equivalents at beginning of period | 94,184 | |
Cash, cash equivalents and restricted cash at end of period | $ 67,024 |
REVENUE RECOGNITION Revenue Rec
REVENUE RECOGNITION Revenue Recognition Narrative (Details) - Helicopter Service Contracts [Member] | 3 Months Ended |
Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | |
Revenue Recognition, Period of Service | 30 days |
Low | |
Disaggregation of Revenue [Line Items] | |
Revenue Recognition, Invoicing Payment Due Period | 30 days |
High | |
Disaggregation of Revenue [Line Items] | |
Revenue Recognition, Invoicing Payment Due Period | 60 days |
REVENUE RECOGNITION Contract As
REVENUE RECOGNITION Contract Assets, Liabilities and Receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Accounts receivable | $ 227,073 | $ 216,791 | |
Contract with Customer, Liability | 7,300 | 10,000 | |
Contract with Customer, Liability, Revenue Recognized | 7,400 | ||
Contract with Customer, Asset, after Allowance for Credit Loss | 0 | 0 | |
Contract with Customer, Performance Obligation Satisfied in Previous Period | 0 | $ 1,000 | |
Revenue from Contract with Customer Benchmark [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Accounts receivable | $ 170,300 | $ 164,700 |
REVENUE RECOGNITION Revenue r_2
REVENUE RECOGNITION Revenue recognition adoption impact (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating revenue from non-affiliates | $ 304,130 | $ 338,466 |
Operating revenue from affiliates | 12,446 | 11,295 |
Reimbursable revenue from non-affiliates | 16,600 | 16,907 |
Revenue | 333,176 | 366,668 |
Revenue from Contract with Customer Benchmark [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating revenue from non-affiliates | 303,733 | 325,356 |
Operating revenue from affiliates | 4,475 | 4,568 |
Reimbursable revenue from non-affiliates | 16,600 | 16,907 |
Revenue | 324,808 | 346,831 |
Revenue Not from Contract with Customer [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating revenue from non-affiliates | 397 | 13,110 |
Operating revenue from affiliates | $ 7,971 | $ 6,727 |
REVENUE RECOGNITION Remaining P
REVENUE RECOGNITION Remaining Performance Obligations (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation, Remainder Fiscal Year | $ 340,408 |
Revenue, Remaining Performance Obligation, Rolling Year Two | 229,327 |
Revenue, Remaining Performance Obligation, Rolling Year Three | 192,800 |
Revenue, Remaining Performance Obligation, Rolling Year Four | 186,633 |
Revenue, Remaining Performance Obligation, Rolling Year Five And Thereafter | 285,269 |
Revenue, Remaining Performance Obligation, Amount | $ 1,234,437 |
Low | |
Disaggregation of Revenue [Line Items] | |
Revenue, Termination Period, Terms | 30 days |
High | |
Disaggregation of Revenue [Line Items] | |
Revenue, Termination Period, Terms | 180 days |
Helicopter Service Contracts [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation, Remainder Fiscal Year | $ 339,665 |
Revenue, Remaining Performance Obligation, Rolling Year Two | 229,327 |
Revenue, Remaining Performance Obligation, Rolling Year Three | 192,800 |
Revenue, Remaining Performance Obligation, Rolling Year Four | 186,633 |
Revenue, Remaining Performance Obligation, Rolling Year Five And Thereafter | 285,269 |
Revenue, Remaining Performance Obligation, Amount | 1,233,694 |
Fixed Wing Service Contracts [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation, Remainder Fiscal Year | 743 |
Revenue, Remaining Performance Obligation, Rolling Year Two | 0 |
Revenue, Remaining Performance Obligation, Rolling Year Three | 0 |
Revenue, Remaining Performance Obligation, Rolling Year Four | 0 |
Revenue, Remaining Performance Obligation, Rolling Year Five And Thereafter | 0 |
Revenue, Remaining Performance Obligation, Amount | $ 743 |
VARIABLE INTEREST ENTITIES - Na
VARIABLE INTEREST ENTITIES - Narrative (Details) £ / shares in Units, £ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||
Apr. 30, 2015 | Jul. 31, 2014 | Dec. 31, 2019 | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($)Affiliates | Sep. 30, 2019 | Dec. 31, 2013 | Jun. 30, 2019GBP (£)Class_Of_Shares | Jun. 30, 2019USD ($)Class_Of_Shares | Apr. 29, 2019USD ($) | Mar. 31, 2019USD ($) | Mar. 14, 2019USD ($) | May 31, 2004USD ($)shares | May 31, 2004£ / shares | Apr. 30, 2004 | |
Variable Interest Entity [Line Items] | |||||||||||||||
Number of variable interest entities | Affiliates | 4 | ||||||||||||||
Deferred interest accrued | $ 11,201,000 | $ 17,174,000 | |||||||||||||
Nigerian Company owned by 100% Nigerian Employees | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Ownership percentage by third party | 50.00% | ||||||||||||||
Purchased percentage from third party | 2.00% | 29.00% | 19.00% | ||||||||||||
Employee Trust Fund | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Ownership percentage by third party | 2.00% | ||||||||||||||
Bristow Aviation Holdings Limited | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Ownership percentage in Variable Interest Entity | 49.00% | ||||||||||||||
Number of class of shares | Class_Of_Shares | 3 | 3 | |||||||||||||
Purchase of deferred stock shares | shares | 8,000,000 | ||||||||||||||
Business acquisition share price | £ / shares | £ 1 | ||||||||||||||
Total amount paid for deferred shares | $ 14,400,000 | ||||||||||||||
Principal amount of subordinated unsecured loan stock | £ 91 | $ 115,800,000 | |||||||||||||
Interest rate on unsecured loan | 13.50% | ||||||||||||||
Deferred interest accrued | $ 2,707,399,000 | $ 2,399,704,000 | |||||||||||||
Call option price held by noncontrolling interest | £ | £ 1 | ||||||||||||||
Call Option Rate Over LIBOR | 3.00% | 3.00% | |||||||||||||
Put Option Guaranteed Rate | 10.00% | ||||||||||||||
Bristow Aviation Holdings Limited | Caledonia Investments Plc | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Call Option, Exercised, Purchase Price | $ 920,000 | ||||||||||||||
Bristow Aviation Holdings Limited | E.U. Investor | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Call Option, Exercised, Purchase Price | $ 100,000 | ||||||||||||||
Bristow Helicopters Nigeria Ltd | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Ownership percentage in Variable Interest Entity | 48.00% | ||||||||||||||
Purchased percentage from third party | 8.00% | ||||||||||||||
Pan African Airlines Nigeria Ltd | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Ownership percentage in Variable Interest Entity | 50.17% | ||||||||||||||
Aviashelf Aviation Co. [Member] | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Proceeds from Divestiture of Businesses | $ 2,600,000 | ||||||||||||||
Subsequent Event [Member] | Impigra | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Purchased percentage from third party | 46.00% | 5.00% | |||||||||||||
Subsequent Event [Member] | Aviashelf Aviation Co. [Member] | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Proceeds from Divestiture of Businesses | $ 400,000 |
VARIABLE INTEREST ENTITIES - Ba
VARIABLE INTEREST ENTITIES - Balance Sheets of VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | $ 172,534 | $ 178,055 | |
Restricted cash | 3,234 | 0 | |
Accounts receivable | 227,073 | 216,791 | |
Inventories | 114,997 | 121,308 | |
Prepaid expenses and other current assets | 42,803 | 44,009 | |
Total current assets | 562,316 | 565,513 | |
Investment in unconsolidated affiliates | 120,494 | 118,203 | |
Property and equipment, net | 1,774,822 | 1,834,180 | |
Right-of-use asset | 187,961 | 0 | |
Goodwill | 18,212 | 18,436 | |
Other assets | 104,150 | 116,267 | |
Total assets | 2,767,955 | 2,652,599 | |
Accounts payable | 85,894 | 99,573 | |
Accrued liabilities | 222,153 | 150,648 | |
Accrued interest | 11,201 | 17,174 | |
Short-term borrowings and current maturities of long-term debt | 892,092 | 1,418,630 | |
Total current liabilities | 1,200,139 | 1,668,851 | |
Long-term debt, less current maturities | 75,789 | 8,223 | |
Accrued pension liabilities | 22,472 | 25,726 | |
Other liabilities and deferred credits | 8,080 | 26,229 | |
Deferred taxes | 84,075 | 111,203 | |
Pre-petition restructuring charges | 13,476 | $ 0 | |
Long-term operating lease liabilities | 103,567 | 0 | |
Total Liabilities | 2,112,113 | 1,840,232 | |
Bristow Aviation Holdings Limited | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 69,201 | 83,499 | |
Restricted cash | 3,234 | 0 | |
Accounts receivable | 325,905 | 307,864 | |
Inventories | 80,200 | 85,977 | |
Prepaid expenses and other current assets | 29,436 | 36,646 | |
Total current assets | 507,976 | 513,986 | |
Investment in unconsolidated affiliates | 3,013 | 3,087 | |
Property and equipment, net | 248,671 | 281,944 | |
Right-of-use asset | 196,725 | 0 | |
Goodwill | 18,212 | 18,436 | |
Other assets | 226,115 | 229,902 | |
Total assets | 1,200,712 | 1,047,355 | |
Accounts payable | 455,070 | 442,187 | |
Accrued liabilities | 265,031 | 113,905 | |
Accrued interest | 2,707,399 | 2,399,704 | |
Short-term borrowings and current maturities of long-term debt | 81,706 | 85,287 | |
Total current liabilities | 3,509,206 | 3,041,083 | |
Long-term debt, less current maturities | 383,556 | 384,369 | |
Accrued pension liabilities | 22,472 | 25,726 | |
Other liabilities and deferred credits | 4,038 | 4,810 | |
Deferred taxes | 37,662 | 37,063 | |
Long-term operating lease liabilities | 37,591 | 0 | |
Total Liabilities | $ 3,994,525 | $ 3,493,051 |
VARIABLE INTEREST ENTITIES - St
VARIABLE INTEREST ENTITIES - Statements of Operations of VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Variable Interest Entity [Line Items] | ||
Revenue | $ 333,176 | $ 366,668 |
Net loss | (169,088) | (31,797) |
Bristow Aviation Holdings Limited | ||
Variable Interest Entity [Line Items] | ||
Revenue | 295,155 | 331,469 |
Operating income (loss) | 11,280 | 7,364 |
Net loss | $ (362,848) | $ (69,021) |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,545,396 | $ 1,448,624 |
Unamortized debt issuance cost | (22,860) | (21,771) |
Total debt, net | 1,522,536 | 1,426,853 |
Less amounts included in liabilities subject to compromise | (554,655) | 0 |
Less short-term borrowings and current maturities of long-term debt | (892,092) | (1,418,630) |
Long-term debt, less current maturities | 75,789 | 8,223 |
Senior Notes | 8.75% Senior Secured Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 347,597 | $ 347,400 |
Stated interest rate | 8.75% | 8.75% |
Senior Notes | 6¼% Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 401,535 | $ 401,535 |
Less amounts included in liabilities subject to compromise | $ (415,894) | |
Stated interest rate | 6.25% | 6.25% |
Convertible Debt | 4½% Convertible Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 143,750 | $ 112,944 |
Less amounts included in liabilities subject to compromise | $ (146,627) | |
Stated interest rate | 4.50% | 4.50% |
Secured Debt | Lombard Debt | ||
Debt Instrument [Line Items] | ||
Total debt | $ 176,094 | $ 183,450 |
Secured Debt | Macquarie Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 171,028 | 171,028 |
Secured Debt | PK Air Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 210,494 | 212,041 |
Other Debt | Airnorth Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 10,146 | 11,058 |
Other Debt | Humberside Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 382 | 0 |
Other Debt | Other Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 9,370 | 9,168 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 75,000 | $ 0 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Oct. 31, 2019USD ($) | Oct. 03, 2019USD ($)Loan | Jul. 24, 2019USD ($) | May 10, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($)subsidiary | Jun. 30, 2018USD ($) | Dec. 31, 2018 | Mar. 31, 2019USD ($) | Aug. 27, 2019USD ($) | Aug. 12, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||
Liabilities Subject to Compromise, Debt and Accrued Interest | $ 554,655,000 | $ 0 | |||||||||
Interest paid | 9,939,000 | $ 24,628,000 | |||||||||
Debtor Reorganization Items, Write-off of Debt Discounts | 30,158,000 | ||||||||||
Debtor Reorganization Items, Write-off of Debt Issuance Costs | 4,644,000 | ||||||||||
Total debt | 1,545,396,000 | 1,448,624,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debtor-in-Possession Financing, Borrowings Outstanding | $ 150,000,000 | ||||||||||
Debtor-in-Possession Financing, Interest Rate on Borrowings Outstanding | 8.50% | ||||||||||
Proceeds From Rights Offering | $ 385,000,000 | ||||||||||
Common Stock | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Rights Offering Shares, Percentage | 91.825% | ||||||||||
Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Rights Offering Shares, Percentage | 8.175% | ||||||||||
Secured Rights Offering [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds From Rights Offering | $ 347,500,000 | ||||||||||
Unsecured Rights Offering [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds From Rights Offering | $ 37,500,000 | ||||||||||
Restatement Adjustment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, Current Maturities | (892,100,000) | (1,400,000,000) | |||||||||
Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 75,000,000 | $ 0 | |||||||||
Term Loan [Member] | 2019 Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 75,000,000 | ||||||||||
Debt Terms, Period Annual Audit Report To Be Delivered | 120 days | 90 days | |||||||||
Debt Terms, Period Monthly Unaudited Financial Statements To Be Delivered | 20 days | 10 days | |||||||||
Term Loan [Member] | 2019 Term Loan [Member] | Eurodollar [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 7.00% | ||||||||||
Term Loan [Member] | 2019 Term Loan [Member] | Eurodollar [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 8.00% | ||||||||||
Term Loan [Member] | 2019 Term Loan [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | ||||||||||
Equity Interest Pledged As Collateral, Percentage | 35.00% | ||||||||||
Term Loan [Member] | 2019 Term Loan [Member] | Base Rate [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 7.00% | ||||||||||
Term Loan [Member] | 2019 Term Loan [Member] | Escalation At Six Month [Member] | Eurodollar [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 9.00% | ||||||||||
Term Loan [Member] | 2019 Term Loan [Member] | Escalation At Six Month [Member] | Base Rate [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 8.00% | ||||||||||
Revolving Credit Facility | ABL Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line Of Credit Facility, Number Of Borrowers | subsidiary | 2 | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 75,000,000 | ||||||||||
Line Of Credit Facility, Availability Block Capacity | 15,000,000 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | ||||||||||
Terms of debt instruments | 5 years | ||||||||||
Total debt | $ 0 | ||||||||||
Letters of Credit Outstanding, Amount | 14,700,000 | ||||||||||
Revolving Credit Facility | ABL Facility | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | ||||||||||
Senior Notes | 8.75% Senior Secured Notes due 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Equity Interest Pledged As Collateral, Percentage | 65.00% | ||||||||||
Total debt | 347,597,000 | $ 347,400,000 | |||||||||
Senior Notes | 8.75% Senior Secured Notes due 2023 | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Unsolicited Tender Offer Gross Amount | $ 75,000,000 | ||||||||||
Repayment Of Debt Principal and Interest | $ 75,000,000 | ||||||||||
Repayments of Debt | 74,800,000 | ||||||||||
Interest paid | $ 200,000 | ||||||||||
Senior Notes | 6¼% Senior Notes due 2022 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Liabilities Subject to Compromise, Debt and Accrued Interest | 415,894,000 | ||||||||||
Contractual Interest Expense, Total | 6,300,000 | ||||||||||
Contractual Interest Expense on Prepetition Liabilities Not Recognized in Statement of Operations | 3,500,000 | ||||||||||
Debtor Reorganization Items, Write-off of Debt Issuance Costs | 2,400,000 | ||||||||||
Total debt | 401,535,000 | 401,535,000 | |||||||||
Convertible Debt | 4½% Convertible Senior Notes due 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Liabilities Subject to Compromise, Debt and Accrued Interest | 146,627,000 | ||||||||||
Debt Instrument, Face Amount | 143,750,000 | 143,750,000 | |||||||||
Total interest expense | 1,363,000 | $ 2,924,000 | |||||||||
Contractual Interest Expense, Total | 1,600,000 | ||||||||||
Contractual Interest Expense on Prepetition Liabilities Not Recognized in Statement of Operations | 900,000 | ||||||||||
Debtor Reorganization Items, Write-off of Debt Discounts | 30,200,000 | ||||||||||
Debtor Reorganization Items, Write-off of Debt Issuance Costs | 2,300,000 | ||||||||||
Total debt | 143,750,000 | 112,944,000 | |||||||||
Secured Debt | Macquarie Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 171,028,000 | 171,028,000 | |||||||||
Secured Debt | Macquarie Debt | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Extension Of Original Maturity Date | 12 months | ||||||||||
Secured Debt | PK Air Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 210,494,000 | $ 212,041,000 | |||||||||
Secured Debt | PK Air Debt | Subsequent Event [Member] | Omnibus Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Number of Loans | Loan | 24 | ||||||||||
Interest Payment Period | 6 months | ||||||||||
Extension Of Original Maturity Date | 18 months | ||||||||||
Additional Debt Amount | $ 17,300,000 | ||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 104,200,000 |
DEBT Schedules of convertible d
DEBT Schedules of convertible debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | |||
Debt component - net carrying value | $ 1,545,396 | $ 1,448,624 | |
Amortization of debt discount | 850 | $ 1,510 | |
Convertible Debt | 4½% Convertible Senior Notes due 2023 | |||
Debt Instrument [Line Items] | |||
Equity component - net carrying value (1) | 36,778 | 36,778 | |
Face amount due at maturity | 143,750 | 143,750 | |
Unamortized discount | 0 | (30,806) | |
Debt component - net carrying value | $ 143,750 | $ 112,944 | |
Debt Instrument, Interest Rate, Effective Percentage | 11.00% | ||
Contractual coupon interest | $ 715 | 1,611 | |
Amortization of debt discount | 648 | 1,313 | |
Total interest expense | 1,363 | $ 2,924 | |
Convertible Debt | 4½% Convertible Senior Notes due 2023 | Debt Issuance Cost [Member] | |||
Debt Instrument [Line Items] | |||
Equity component - net carrying value (1) | $ 1,000 |
FAIR VALUE DISCLOSURES - Assets
FAIR VALUE DISCLOSURES - Assets At Fair Value On A Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | $ 2,134 | $ 1,845 |
Rabbi Trust investments | 2,632 | 2,544 |
Total assets | 4,766 | 4,389 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 0 | 0 |
Rabbi Trust investments | 2,632 | 2,544 |
Total assets | 2,632 | 2,544 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 2,134 | 1,845 |
Rabbi Trust investments | 0 | 0 |
Total assets | 2,134 | 1,845 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 0 | 0 |
Rabbi Trust investments | 0 | 0 |
Total assets | $ 0 | $ 0 |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | $ 1,545,396 | $ 1,448,624 |
Fair value of total debt | 1,105,922 | 942,956 |
Senior Notes | 8.75% Senior Secured Notes due 2023 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | 347,597 | 347,400 |
Fair value of total debt | 339,500 | 252,000 |
Unamortized discount | 2,400 | 2,600 |
Senior Notes | 6¼% Senior Notes due 2022 (1)(2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | 401,535 | 401,535 |
Fair value of total debt | 83,720 | 75,288 |
Convertible Debt | 4½% Convertible Senior Notes due 2023 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | 143,750 | 112,944 |
Fair value of total debt | 30,188 | 28,923 |
Unamortized discount | 0 | 30,806 |
Secured Debt | Lombard Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | 176,094 | 183,450 |
Fair value of total debt | 176,094 | 183,450 |
Secured Debt | Macquarie Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | 171,028 | 171,028 |
Fair value of total debt | 171,028 | 171,028 |
Secured Debt | PK Air Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | 210,494 | 212,041 |
Fair value of total debt | 210,494 | 212,041 |
Other Debt | Airnorth Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | 10,146 | 11,058 |
Fair value of total debt | 10,146 | 11,058 |
Other Debt | Humberside Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | 382 | 0 |
Fair value of total debt | 382 | 0 |
Other Debt | Other Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | 9,370 | 9,168 |
Fair value of total debt | 9,370 | 9,168 |
Term Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt component - net carrying value | 75,000 | 0 |
Fair value of total debt | $ 75,000 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS Narrative (Details) - Foreign Exchange Contract £ in Millions, $ in Millions | 3 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2019GBP (£) | Mar. 31, 2019GBP (£) | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Asset, Notional Amount | £ | £ 5 | £ 5 | |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | $ | $ 0.1 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS Fair Value Derivative Instruments Table (Details) - Foreign Exchange Contract - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | $ 2,134 | $ 1,845 |
Derivative Liability, Fair Value, Amount Offset Against Collateral | 0 | 0 |
Derivative, Fair Value, Net | 2,134 | 1,845 |
Designated as Hedging Instrument | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | 2,134 | 1,845 |
Not Designated as Hedging Instrument | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | 0 | 0 |
Prepaid expenses and other current assets | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | 2,134 | 1,845 |
Derivative Liability, Fair Value, Amount Offset Against Collateral | 0 | 0 |
Derivative, Fair Value, Net | 2,134 | 1,845 |
Prepaid expenses and other current assets | Designated as Hedging Instrument | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | 2,134 | 1,845 |
Prepaid expenses and other current assets | Not Designated as Hedging Instrument | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | $ 0 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS Derivative AOCI Table (Details) - Foreign Exchange Contract $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of gain recognized in accumulated other comprehensive loss | $ 485 |
Amount of gain reclassified from accumulated other comprehensive loss into earnings | 11 |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | $ 100 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Purchase Commitment Narrative (Details) - Aircraft | 3 Months Ended |
Jun. 30, 2019aircraft | |
Schedule Of Aircraft Purchase Contracts [Line Items] | |
Purchase commitment period | 7 years |
Number of minimum quantity required in a purchase obligation | 26 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Purchase Commitment and Commitment Expenditures (Details) - Aircraft $ in Thousands | 3 Months Ended | |||
Sep. 30, 2019aircraft | Jul. 25, 2019USD ($)aircraft | Jun. 30, 2019USD ($)aircraft | Mar. 31, 2019aircraft | |
Number of Aircraft Unconditional Commitments | ||||
Nine Months Ending March 31, 2020 | 3 | |||
2020 | 1 | |||
2021 | 3 | |||
2022 | 4 | |||
2023 and thereafter | 15 | |||
Purchase Commitment - Total Aircrafts | 26 | |||
Commitment Expenditures | ||||
Nine Months Ending March 31, 2020 | $ | $ 63,543 | |||
2020 | $ | 10,692 | |||
2021 | $ | 60,657 | |||
2022 | $ | 77,428 | |||
2023 and thereafter | $ | 238,017 | |||
Purchase Commitments - Total | $ | $ 450,337 | |||
Large | ||||
Number of Aircraft Unconditional Commitments | ||||
Nine Months Ending March 31, 2020 | 0 | |||
2020 | 0 | |||
2021 | 3 | |||
2022 | 4 | |||
2023 and thereafter | 15 | |||
Purchase Commitment - Total Aircrafts | 22 | |||
Commitment Expenditures | ||||
Nine Months Ending March 31, 2020 | $ | $ 3,486 | |||
2020 | $ | 10,692 | |||
2021 | $ | 60,657 | |||
2022 | $ | 77,428 | |||
2023 and thereafter | $ | 238,017 | |||
Purchase Commitments - Total | $ | $ 390,280 | |||
U.K. SAR | ||||
Number of Aircraft Unconditional Commitments | ||||
Nine Months Ending March 31, 2020 | 3 | |||
2020 | 1 | |||
2021 | 0 | |||
2022 | 0 | |||
2023 and thereafter | 0 | |||
Purchase Commitment - Total Aircrafts | 4 | |||
Commitment Expenditures | ||||
Nine Months Ending March 31, 2020 | $ | $ 60,057 | |||
2020 | $ | 0 | |||
2021 | $ | 0 | |||
2022 | $ | 0 | |||
2023 and thereafter | $ | 0 | |||
Purchase Commitments - Total | $ | $ 60,057 | |||
Number of leased aircraft | 4 | |||
Subsequent Event [Member] | Large | ||||
Commitment Expenditures | ||||
Bankruptcy Claims, Number of Claims on Material Contracts Rejected | 22 | |||
Subsequent Event [Member] | U.K. SAR | ||||
Number of Aircraft Unconditional Commitments | ||||
Purchase Commitment - Total Aircrafts | 4 | |||
Commitment Expenditures | ||||
Postponement Of Commitments, Number of Aircraft | 3 | |||
Capital expenditure deferral | $ | $ 15,000 | |||
Number Of Aircraft Purchased | 1 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Environmental Contingencies, Other Purchase Obligations and Other Matters (Details) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2019USD ($)Facility | Mar. 31, 2019USD ($) | Jan. 08, 2019USD ($) | |
Other Commitments [Line Items] | |||
Number of former waste disposal facilities | Facility | 3 | ||
Other Commitments | |||
Other Commitments [Line Items] | |||
Purchase obligations | $ 25,600,000 | ||
Sikorsky Lawsuit [Member] | |||
Other Commitments [Line Items] | |||
Deposit assets | $ 11,700,000 | ||
Huntington Lawsuit [Member] | |||
Other Commitments [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 2,500,000 | ||
Counterclaim, Damages Sought, Value | $ 100,000 |
LEASES Narrative (Details)
LEASES Narrative (Details) $ in Thousands | Oct. 03, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($)aircraft | Jun. 30, 2018USD ($) |
Lessee, Lease, Description [Line Items] | |||||
Property Subject to or Available for Operating Lease, Number of Units | aircraft | 53 | ||||
Operating leases rental expense | $ 52,200 | $ 50,100 | |||
Short-term Lease, Cost | $ 300 | ||||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 10 | ||||
Debtor Reorganization Items, Net Gain (Loss) on Rejection of Leases and Other Executory Contracts | $ (26,051) | ||||
Aircraft | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating leases rental expense | $ 46,400 | 44,100 | |||
Aircraft Type Lease Arrangement [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 180 months | ||||
Lessee, Operating Lease, Renewal Term | 240 months | ||||
S-76C Aircraft | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 9 | ||||
H225 Aircraft | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 4 | ||||
Debtor Reorganization Items, Net Gain (Loss) on Rejection of Leases and Other Executory Contracts | $ 4,300 | ||||
Lease Rejections, Reduction In Rights Of Use Assets | 11,900 | ||||
Lease Rejections, Reduction in Operating Lease Liabilities | $ 12,400 | ||||
S-76D Aircraft | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 1 | ||||
S-76s [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 10 | ||||
Lease Rejections, Reduction In Rights Of Use Assets | $ 18,600 | ||||
Lease Rejections, Reduction in Operating Lease Liabilities | 20,200 | ||||
VIH Aviation Group [Member] | Leasing From Related Party [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 4,500 | $ 5,000 | |||
VIH Aviation Group [Member] | Leasing From Related Party [Member] | S-92 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Property Subject to or Available for Operating Lease, Number of Units | aircraft | 6 | ||||
VIH Aviation Group [Member] | Leasing From Related Party [Member] | AW139 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Property Subject to or Available for Operating Lease, Number of Units | aircraft | 1 | ||||
VIH Helicopters USA, Inc [Member] | Leasing From Related Party [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 100 | ||||
Bankruptcy Event [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Number Of Aircraft Lease Rejections | aircraft | 4 | ||||
Milestone Omnibus Agreement [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Early Contract Termination Fees | $ 22,009 | ||||
Milestone Omnibus Agreement [Member] | Lease return cost, accounts payable | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Early Contract Termination Fees | 2,800 | ||||
Milestone Omnibus Agreement [Member] | Lease return cost, accounts payable | H225 Aircraft | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Early Contract Termination Fees | 2,800 | ||||
Milestone Omnibus Agreement [Member] | Commitments [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Early Contract Termination Fees | 9,700 | ||||
Milestone Omnibus Agreement [Member] | Commitments [Member] | H225 Aircraft | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Early Contract Termination Fees | 9,700 | ||||
Milestone Omnibus Agreement [Member] | Deferred lease, debt | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Early Contract Termination Fees | 9,400 | ||||
Milestone Omnibus Agreement [Member] | Deferred lease, debt | H225 Aircraft | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Early Contract Termination Fees | $ 9,400 | ||||
Subsequent Event [Member] | Other Operating Lease Arrangement [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Early Contract Termination Fees | $ 5,300 | ||||
Liabilities Subject to Compromise, Payments under Bankruptcy Court Order for Resolutions of Contingencies Subject to Chapter 11 | $ 600 | ||||
Subsequent Event [Member] | Corporate Office Lease [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease Rejections, Reduction In Rights Of Use Assets | 13,200 | ||||
Lease Rejections, Reduction in Operating Lease Liabilities | $ 18,900 | ||||
Subsequent Event [Member] | S-76s [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Liabilities Subject to Compromise, Payments under Bankruptcy Court Order for Resolutions of Contingencies Subject to Chapter 11 | $ 3,900 |
LEASES Operating Lease Terms Ta
LEASES Operating Lease Terms Table (Details) | Jun. 30, 2019aircraft |
Operating Leased Assets [Line Items] | |
Property Subject to or Available for Operating Lease, Number of Units | 53 |
Remainder Of Fiscal Year to Year Two [Member] | |
Operating Leased Assets [Line Items] | |
Property Subject to or Available for Operating Lease, Number of Units | 28 |
Fiscal Year Three To Fiscal Year Four [Member] | |
Operating Leased Assets [Line Items] | |
Property Subject to or Available for Operating Lease, Number of Units | 24 |
Fiscal Year Five to Fiscal Year Six [Member] | |
Operating Leased Assets [Line Items] | |
Property Subject to or Available for Operating Lease, Number of Units | 1 |
LEASES Operating Lease Table (D
LEASES Operating Lease Table (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 187,961 | $ 0 |
Current portion of operating lease liabilities | 90,946 | 0 |
Operating lease liabilities | 103,567 | $ 0 |
Total operating lease liabilities | 194,513 | |
Cash paid for operating leases | 36,650 | |
ROU assets obtained in exchange for lease obligations | $ 48,068 | |
Weighted average remaining lease term | 4 years | |
Weighted average discount rate | 7.14% |
LEASES Operating Lease Maturity
LEASES Operating Lease Maturity Table (Details) $ in Thousands | Jun. 30, 2019USD ($)aircraft |
Operating Leased Assets [Line Items] | |
Property Subject to or Available for Operating Lease, Number of Units | aircraft | 53 |
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | $ 80,653 |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 50,050 |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 36,314 |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 16,065 |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 8,550 |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 27,748 |
Lessee, Operating Lease, Liability, Payments, Due | 219,380 |
Aircraft Type Lease Arrangement [Member] | |
Operating Leased Assets [Line Items] | |
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | 71,103 |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 39,428 |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 26,713 |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 7,479 |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 205 |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 0 |
Lessee, Operating Lease, Liability, Payments, Due | 144,928 |
Other Operating Lease Arrangement [Member] | |
Operating Leased Assets [Line Items] | |
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | 9,550 |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 10,622 |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 9,601 |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 8,586 |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 8,345 |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 27,748 |
Lessee, Operating Lease, Liability, Payments, Due | $ 74,452 |
TAXES (Details)
TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 8.40% | 8.20% |
Valuation allowance, deferred tax asset, increase (decrease), amount | $ (0.3) | $ 1 |
Unrecognized Tax Benefits | $ 4 |
EMPLOYEE BENEFIT PLANS - Compon
EMPLOYEE BENEFIT PLANS - Components of Net Periodic Pension Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Benefit Plan [Abstract] | ||
Service cost for benefits earned during the period | $ 159 | $ 219 |
Interest cost on pension benefit obligation | 2,919 | 3,364 |
Expected return on assets | (4,005) | (4,434) |
Prior service cost | 35 | 0 |
Amortization of unrecognized losses | 2,061 | 2,057 |
Net periodic pension cost | $ 1,169 | $ 1,206 |
EMPLOYEE BENEFIT PLANS - Pensio
EMPLOYEE BENEFIT PLANS - Pension Plans Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Mar. 31, 2018 | |
Defined Benefit Plan [Abstract] | ||
Estimated cash contributions | $ 16.1 | |
Cash contributions | $ 3.9 | |
Weighted-average expected long-term rate of return on assets | 3.40% |
EMPLOYEE BENEFIT PLANS - Incent
EMPLOYEE BENEFIT PLANS - Incentive Compensations Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 10,646,729 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,286,944 | ||
Stock-based compensation | $ 824 | $ 1,692 | |
Rentention Bonus | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred Compensation Arrangement with Individual, Distribution Paid | 3,100 | ||
Fiscal Year 2020 Management Incentive Plan | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred Compensation Arrangement with Individual, Distribution Paid | $ 3,500 | ||
Subsequent Event [Member] | Rentention Bonus | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred Compensation Arrangement with Individual, Distribution Paid | $ 3,200 |
EARNINGS PER SHARE AND ACCUMU_3
EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Antidilutive Securities Excluded from EPS Calculation (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding shares | 3,197,023 | 2,849,429 |
Weighted average exercise price - antidilutive | $ 26.56 | $ 35.43 |
Restricted Stock Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding shares | 684,324 | 567,143 |
Weighted average exercise price - antidilutive | $ 8.01 | $ 14.54 |
EARNINGS PER SHARE AND ACCUMU_4
EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Dividends, Share Repurchases, Earning Per Share and Accumulated Other Comprehensive Income [Abstract] | ||
Loss available to common stockholders – basic | $ (169,246) | $ (31,864) |
Loss available to common stockholders – diluted | $ (169,246) | $ (31,864) |
Weighted average number of common shares outstanding – basic | 35,918,916 | 35,629,741 |
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method | 0 | 0 |
Weighted average number of common shares outstanding – diluted | 35,918,916 | 35,629,741 |
Basic loss per common share (in dollars per share) | $ (4.71) | $ (0.89) |
Diluted loss per common share (in dollars per share) | $ (4.71) | $ (0.89) |
EARNINGS PER SHARE AND ACCUMU_5
EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Accumulated other comprehensive loss - beginning balance | $ (327,989) | |
Net current period other comprehensive income | 17,362 | $ (27,824) |
Accumulated other comprehensive loss - ending balance | (310,627) | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Accumulated other comprehensive loss - beginning balance | (327,989) | |
Other comprehensive income before reclassification | 17,373 | |
Reclassified from accumulated other comprehensive income | (11) | |
Net current period other comprehensive income | 17,362 | |
Foreign exchange rate impact | 0 | |
Accumulated other comprehensive loss - ending balance | (310,627) | |
Currency Translation Adjustments | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Accumulated other comprehensive loss - beginning balance | (137,867) | |
Other comprehensive income before reclassification | 16,888 | |
Reclassified from accumulated other comprehensive income | 0 | |
Net current period other comprehensive income | 16,888 | |
Foreign exchange rate impact | (5,280) | |
Accumulated other comprehensive loss - ending balance | (126,259) | |
Pension Liability Adjustments | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Accumulated other comprehensive loss - beginning balance | (189,734) | |
Other comprehensive income before reclassification | 0 | |
Reclassified from accumulated other comprehensive income | 0 | |
Net current period other comprehensive income | 0 | |
Foreign exchange rate impact | 5,280 | |
Accumulated other comprehensive loss - ending balance | (184,454) | |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Accumulated other comprehensive loss - beginning balance | (388) | |
Other comprehensive income before reclassification | 485 | |
Reclassified from accumulated other comprehensive income | (11) | |
Net current period other comprehensive income | 474 | |
Foreign exchange rate impact | 0 | |
Accumulated other comprehensive loss - ending balance | $ 86 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 3 Months Ended |
Jun. 30, 2019SegmentshubRegions | |
Segment Reporting [Abstract] | |
Number of operating segments | Segments | 1 |
Number of aircraft hubs | hub | 2 |
Number of reportable segments | Regions | 4 |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 333,176 | $ 366,668 |
Europe Caspian | ||
Segment Reporting Information [Line Items] | ||
Revenue | 189,638 | 220,180 |
Africa | ||
Segment Reporting Information [Line Items] | ||
Revenue | 49,638 | 36,416 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Revenue | 58,301 | 53,004 |
Asia Pacific | ||
Segment Reporting Information [Line Items] | ||
Revenue | 37,855 | 60,196 |
Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 265 | 190 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,521 | 3,318 |
Intersegment elimination | Europe Caspian | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,044 | 1,680 |
Intersegment elimination | Africa | ||
Segment Reporting Information [Line Items] | ||
Revenue | 122 | 0 |
Intersegment elimination | Americas | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,311 | 1,637 |
Intersegment elimination | Asia Pacific | ||
Segment Reporting Information [Line Items] | ||
Revenue | 44 | 0 |
Intersegment elimination | Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 1 |
External Customer | ||
Segment Reporting Information [Line Items] | ||
Revenue | 333,176 | 366,668 |
External Customer | Europe Caspian | ||
Segment Reporting Information [Line Items] | ||
Revenue | 188,594 | 218,500 |
External Customer | Africa | ||
Segment Reporting Information [Line Items] | ||
Revenue | 49,516 | 36,416 |
External Customer | Americas | ||
Segment Reporting Information [Line Items] | ||
Revenue | 56,990 | 51,367 |
External Customer | Asia Pacific | ||
Segment Reporting Information [Line Items] | ||
Revenue | 37,811 | 60,196 |
External Customer | Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 265 | 189 |
Revenue Not from Contract with Customer [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 8,400 | 19,800 |
Revenue Not from Contract with Customer [Member] | Europe Caspian | ||
Segment Reporting Information [Line Items] | ||
Revenue | 300 | 13,000 |
Revenue Not from Contract with Customer [Member] | Americas | ||
Segment Reporting Information [Line Items] | ||
Revenue | 8,000 | 6,700 |
Revenue Not from Contract with Customer [Member] | Asia Pacific | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 100 | $ 100 |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Performance and Total Assets by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | $ 2,347 | $ (1,547) | |||
Loss on disposal of assets | (3,787) | (1,678) | |||
Operating loss | (21,742) | (3,554) | |||
Depreciation and amortization | 31,339 | 30,941 | |||
Assets | 2,767,955 | $ 2,652,599 | |||
Total investments in unconsolidated affiliates - equity method | 114,208 | 111,917 | |||
Construction in progress within property and equipment | 48,800 | 51,700 | |||
Construction in Progress [Member] | Subsequent Event [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Write-down of property and equipment | $ 30,600 | ||||
OEM Cost recoveries | Rent Expense | |||||
Segment Reporting Information [Line Items] | |||||
Offset Amount, Expense | 1,000 | 3,500 | 3,400 | $ 16,600 | |
Europe Caspian | |||||
Segment Reporting Information [Line Items] | |||||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | 171 | 25 | |||
Total business unit operating income | 11,807 | 21,928 | |||
Depreciation and amortization | 12,439 | 12,755 | |||
Assets | 1,131,538 | 1,070,863 | |||
Total investments in unconsolidated affiliates - equity method | 360 | 375 | |||
Europe Caspian | OEM Cost recoveries | Rent Expense | |||||
Segment Reporting Information [Line Items] | |||||
Offset Amount, Expense | 2,700 | ||||
Africa | |||||
Segment Reporting Information [Line Items] | |||||
Total business unit operating income | 7,745 | 1,141 | |||
Depreciation and amortization | 4,991 | 3,414 | |||
Assets | 349,541 | 325,502 | |||
Americas | |||||
Segment Reporting Information [Line Items] | |||||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | 2,176 | (1,437) | |||
Total business unit operating income | 3,568 | (7,343) | |||
Depreciation and amortization | 6,880 | 6,881 | |||
Assets | 667,639 | 661,266 | |||
Total investments in unconsolidated affiliates - equity method | 111,195 | 108,831 | |||
Asia Pacific | |||||
Segment Reporting Information [Line Items] | |||||
Total business unit operating income | (12,434) | (971) | |||
Depreciation and amortization | 3,721 | 4,355 | |||
Assets | 249,769 | 255,136 | |||
Asia Pacific | OEM Cost recoveries | Rent Expense | |||||
Segment Reporting Information [Line Items] | |||||
Offset Amount, Expense | 800 | ||||
Corporate and other | |||||
Segment Reporting Information [Line Items] | |||||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | 0 | (135) | |||
Total business unit operating income | (28,641) | (16,631) | |||
Depreciation and amortization | 3,308 | $ 3,536 | |||
Assets | 369,468 | 339,832 | |||
Total investments in unconsolidated affiliates - equity method | $ 2,653 | $ 2,711 |
SUPPLEMENTAL CONDENSED CONSOL_3
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | $ 333,176 | $ 366,668 |
Direct cost and reimbursable expense | 273,893 | 295,955 |
Intercompany expenses | 0 | 0 |
Pre-petition restructuring charges | 13,476 | 0 |
Depreciation and amortization | 31,339 | 30,941 |
General and administrative | 34,770 | 40,101 |
Operating expense | 353,478 | 366,997 |
Loss on disposal of assets | (3,787) | (1,678) |
Earnings from unconsolidated affiliates, net of losses | 2,347 | (1,547) |
Operating loss | (21,742) | (3,554) |
Interest expense, net | (26,321) | (27,144) |
Reorganization items | (76,356) | 0 |
Loss on sale of subsidiaries | (56,303) | 0 |
Other expense, net | (3,873) | (3,950) |
Loss before benefit (provision) for income taxes | (184,595) | (34,648) |
Benefit for income taxes | 15,507 | 2,851 |
Net income (loss) | (169,088) | (31,797) |
Net income attributable to noncontrolling interests | (158) | (67) |
Net loss attributable to Bristow Group | (169,246) | (31,864) |
External Customer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 333,176 | 366,668 |
Intercompany Customer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | (24,677) | (26,517) |
Direct cost and reimbursable expense | 0 | 0 |
Intercompany expenses | (24,677) | (26,517) |
Pre-petition restructuring charges | 0 | |
Depreciation and amortization | 0 | 0 |
General and administrative | 0 | 0 |
Operating expense | (24,677) | (26,517) |
Loss on disposal of assets | 0 | 0 |
Earnings from unconsolidated affiliates, net of losses | 100,957 | 7,065 |
Operating loss | 100,957 | 7,065 |
Interest expense, net | 0 | 0 |
Reorganization items | 0 | |
Loss on sale of subsidiaries | 0 | |
Other expense, net | 0 | 0 |
Loss before benefit (provision) for income taxes | 100,957 | 7,065 |
Benefit for income taxes | 0 | 0 |
Net income (loss) | 100,957 | 7,065 |
Net income attributable to noncontrolling interests | 0 | 0 |
Net loss attributable to Bristow Group | 100,957 | 7,065 |
Eliminations | External Customer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Eliminations | Intercompany Customer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | (24,677) | (26,517) |
Parent Company Only | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 45 |
Direct cost and reimbursable expense | 119 | 16 |
Intercompany expenses | 0 | 0 |
Pre-petition restructuring charges | 12,449 | |
Depreciation and amortization | 3,137 | 3,066 |
General and administrative | 9,711 | 12,788 |
Operating expense | 25,416 | 15,870 |
Loss on disposal of assets | 0 | (806) |
Earnings from unconsolidated affiliates, net of losses | (100,957) | (7,065) |
Operating loss | (126,373) | (23,696) |
Interest expense, net | (13,367) | (16,379) |
Reorganization items | (49,845) | |
Loss on sale of subsidiaries | 0 | |
Other expense, net | 119 | 134 |
Loss before benefit (provision) for income taxes | (189,466) | (39,941) |
Benefit for income taxes | 20,235 | 8,092 |
Net income (loss) | (169,231) | (31,849) |
Net income attributable to noncontrolling interests | (15) | (15) |
Net loss attributable to Bristow Group | (169,246) | (31,864) |
Parent Company Only | External Customer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 45 |
Parent Company Only | Intercompany Customer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 62,476 | 60,652 |
Direct cost and reimbursable expense | 41,624 | 41,876 |
Intercompany expenses | 0 | 0 |
Pre-petition restructuring charges | 0 | |
Depreciation and amortization | 17,661 | 18,222 |
General and administrative | 3,930 | 3,798 |
Operating expense | 63,215 | 63,896 |
Loss on disposal of assets | (476) | (1,160) |
Earnings from unconsolidated affiliates, net of losses | 0 | 0 |
Operating loss | (1,215) | (4,404) |
Interest expense, net | (5,865) | (6,830) |
Reorganization items | (26,051) | |
Loss on sale of subsidiaries | 0 | |
Other expense, net | 501 | 1,075 |
Loss before benefit (provision) for income taxes | (32,630) | (10,159) |
Benefit for income taxes | (1,176) | 893 |
Net income (loss) | (33,806) | (9,266) |
Net income attributable to noncontrolling interests | 0 | 0 |
Net loss attributable to Bristow Group | (33,806) | (9,266) |
Guarantor Subsidiaries | External Customer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 37,799 | 34,135 |
Guarantor Subsidiaries | Intercompany Customer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 24,677 | 26,517 |
Non- Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 295,377 | 332,488 |
Direct cost and reimbursable expense | 232,150 | 254,063 |
Intercompany expenses | 24,677 | 26,517 |
Pre-petition restructuring charges | 1,027 | |
Depreciation and amortization | 10,541 | 9,653 |
General and administrative | 21,129 | 23,515 |
Operating expense | 289,524 | 313,748 |
Loss on disposal of assets | (3,311) | 288 |
Earnings from unconsolidated affiliates, net of losses | 2,347 | (1,547) |
Operating loss | 4,889 | 17,481 |
Interest expense, net | (7,089) | (3,935) |
Reorganization items | (460) | |
Loss on sale of subsidiaries | (56,303) | |
Other expense, net | (4,493) | (5,159) |
Loss before benefit (provision) for income taxes | (63,456) | 8,387 |
Benefit for income taxes | (3,552) | (6,134) |
Net income (loss) | (67,008) | 2,253 |
Net income attributable to noncontrolling interests | (143) | (52) |
Net loss attributable to Bristow Group | (67,151) | 2,201 |
Non- Guarantor Subsidiaries | External Customer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 295,377 | 332,488 |
Non- Guarantor Subsidiaries | Intercompany Customer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | $ 0 | $ 0 |
SUPPLEMENTAL CONDENSED CONSOL_4
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | $ (169,088) | $ (31,797) |
Currency translation adjustments | 16,899 | (29,033) |
Unrealized gain on cash flow hedges | 474 | 1,348 |
Total comprehensive loss | (151,715) | (59,482) |
Net income attributable to noncontrolling interests | (158) | (67) |
Currency translation adjustments attributable to noncontrolling interests | (11) | (139) |
Total comprehensive (income) loss attributable to noncontrolling interests | (169) | (206) |
Total comprehensive loss attributable to Bristow Group | (151,884) | (59,688) |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 100,957 | 7,065 |
Currency translation adjustments | 2,941 | 53,655 |
Unrealized gain on cash flow hedges | 0 | 0 |
Total comprehensive loss | 103,898 | 60,720 |
Net income attributable to noncontrolling interests | 0 | 0 |
Currency translation adjustments attributable to noncontrolling interests | 0 | 0 |
Total comprehensive (income) loss attributable to noncontrolling interests | 0 | 0 |
Total comprehensive loss attributable to Bristow Group | 103,898 | 60,720 |
Parent Company Only | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (169,231) | (31,849) |
Currency translation adjustments | 0 | 0 |
Unrealized gain on cash flow hedges | 0 | 0 |
Total comprehensive loss | (169,231) | (31,849) |
Net income attributable to noncontrolling interests | (15) | (15) |
Currency translation adjustments attributable to noncontrolling interests | 0 | 0 |
Total comprehensive (income) loss attributable to noncontrolling interests | (15) | (15) |
Total comprehensive loss attributable to Bristow Group | (169,246) | (31,864) |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (33,806) | (9,266) |
Currency translation adjustments | (355) | (886) |
Unrealized gain on cash flow hedges | 0 | 0 |
Total comprehensive loss | (34,161) | (10,152) |
Net income attributable to noncontrolling interests | 0 | 0 |
Currency translation adjustments attributable to noncontrolling interests | 0 | 0 |
Total comprehensive (income) loss attributable to noncontrolling interests | 0 | 0 |
Total comprehensive loss attributable to Bristow Group | (34,161) | (10,152) |
Non- Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (67,008) | 2,253 |
Currency translation adjustments | 14,313 | (81,802) |
Unrealized gain on cash flow hedges | 474 | 1,348 |
Total comprehensive loss | (52,221) | (78,201) |
Net income attributable to noncontrolling interests | (143) | (52) |
Currency translation adjustments attributable to noncontrolling interests | (11) | (139) |
Total comprehensive (income) loss attributable to noncontrolling interests | (154) | (191) |
Total comprehensive loss attributable to Bristow Group | $ (52,375) | $ (78,392) |
SUPPLEMENTAL CONDENSED CONSOL_5
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 |
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 172,534 | $ 178,055 | ||
Restricted cash | 3,234 | 0 | ||
Accounts receivable | 227,073 | 216,791 | ||
Inventories | 114,997 | 121,308 | ||
Assets held for sale | 1,675 | 5,350 | ||
Prepaid expenses and other current assets | 42,803 | 44,009 | ||
Total current assets | 562,316 | 565,513 | ||
Intercompany investment | 0 | 0 | ||
Investment in unconsolidated affiliates | 120,494 | 118,203 | ||
Intercompany notes receivable | 0 | 0 | ||
Land and buildings | 241,737 | 244,273 | ||
Aircraft and equipment | 2,427,435 | 2,497,622 | ||
Total property and equipment, at cost | 2,669,172 | 2,741,895 | ||
Less – Accumulated depreciation and amortization | (894,350) | (907,715) | ||
Total property and equipment, net | 1,774,822 | 1,834,180 | ||
Right-of-use asset | 187,961 | 0 | ||
Goodwill | 18,212 | 18,436 | ||
Other assets | 104,150 | 116,267 | ||
Total assets | 2,767,955 | 2,652,599 | ||
Accounts payable | 85,894 | 99,573 | ||
Accrued liabilities | 222,153 | 150,648 | ||
Short-term borrowings and current maturities of long-term debt | 892,092 | 1,418,630 | ||
Total current liabilities | 1,200,139 | 1,668,851 | ||
Long-term debt, less current maturities | 75,789 | 8,223 | ||
Intercompany notes payable | 0 | 0 | ||
Accrued pension liabilities | 22,472 | 25,726 | ||
Other liabilities and deferred credits | 8,080 | 26,229 | ||
Deferred taxes | 84,075 | 111,203 | ||
Long-term operating lease liabilities | 103,567 | 0 | ||
Liabilities subject to compromise | 617,991 | 0 | ||
Common stock | 386 | 386 | ||
Additional paid-in capital | 862,844 | 862,020 | ||
Retained earnings | 286,352 | 455,598 | ||
Accumulated other comprehensive income (loss) | (310,627) | (327,989) | ||
Treasury shares | (184,796) | (184,796) | ||
Total Bristow Group stockholders’ investment | 654,159 | 805,219 | ||
Noncontrolling interests | 1,683 | 7,148 | ||
Total stockholders’ investment | 655,842 | 812,367 | $ 1,126,245 | $ 1,183,501 |
Total liabilities and stockholders’ investment | 2,767,955 | 2,652,599 | ||
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | |||
Accounts receivable | (1,297,449) | (1,190,445) | ||
Inventories | 0 | 0 | ||
Assets held for sale | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total current assets | (1,297,449) | (1,190,445) | ||
Intercompany investment | (1,954,455) | (2,058,314) | ||
Investment in unconsolidated affiliates | 0 | 0 | ||
Intercompany notes receivable | (263,404) | (280,220) | ||
Land and buildings | 0 | 0 | ||
Aircraft and equipment | 0 | 0 | ||
Total property and equipment, at cost | 0 | 0 | ||
Less – Accumulated depreciation and amortization | 0 | 0 | ||
Total property and equipment, net | 0 | 0 | ||
Right-of-use asset | (56,754) | |||
Goodwill | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets | (3,572,062) | (3,528,979) | ||
Accounts payable | (1,285,776) | (1,180,270) | ||
Accrued liabilities | (68,340) | (10,049) | ||
Short-term borrowings and current maturities of long-term debt | 0 | 0 | ||
Total current liabilities | (1,354,116) | (1,190,319) | ||
Long-term debt, less current maturities | 0 | 0 | ||
Intercompany notes payable | (263,404) | (280,220) | ||
Accrued pension liabilities | 0 | 0 | ||
Other liabilities and deferred credits | 0 | 0 | ||
Deferred taxes | 0 | 0 | ||
Long-term operating lease liabilities | 0 | |||
Liabilities subject to compromise | 0 | |||
Common stock | (136,313) | (136,313) | ||
Additional paid-in capital | (313,435) | (313,435) | ||
Retained earnings | (845,773) | (946,730) | ||
Accumulated other comprehensive income (loss) | (659,021) | (661,962) | ||
Treasury shares | 0 | 0 | ||
Total Bristow Group stockholders’ investment | (1,954,542) | (2,058,440) | ||
Noncontrolling interests | 0 | 0 | ||
Total stockholders’ investment | (1,954,542) | (2,058,440) | ||
Total liabilities and stockholders’ investment | (3,572,062) | (3,528,979) | ||
Parent Company Only | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 63,169 | 90,586 | ||
Restricted cash | 0 | |||
Accounts receivable | 588,466 | 535,502 | ||
Inventories | 0 | 0 | ||
Assets held for sale | 0 | 0 | ||
Prepaid expenses and other current assets | 9,732 | 3,734 | ||
Total current assets | 661,367 | 629,822 | ||
Intercompany investment | 1,728,477 | 1,829,271 | ||
Investment in unconsolidated affiliates | 0 | 0 | ||
Intercompany notes receivable | 137,245 | 140,659 | ||
Land and buildings | 4,807 | 4,807 | ||
Aircraft and equipment | 157,103 | 155,667 | ||
Total property and equipment, at cost | 161,910 | 160,474 | ||
Less – Accumulated depreciation and amortization | (50,682) | (47,546) | ||
Total property and equipment, net | 111,228 | 112,928 | ||
Right-of-use asset | 16,637 | |||
Goodwill | 0 | 0 | ||
Other assets | 3,762 | 3,563 | ||
Total assets | 2,658,716 | 2,716,243 | ||
Accounts payable | 474,168 | 441,485 | ||
Accrued liabilities | 51,366 | 51,071 | ||
Short-term borrowings and current maturities of long-term debt | 340,597 | 849,524 | ||
Total current liabilities | 866,131 | 1,342,080 | ||
Long-term debt, less current maturities | 33,932 | 0 | ||
Intercompany notes payable | 88,573 | 91,664 | ||
Accrued pension liabilities | 0 | 0 | ||
Other liabilities and deferred credits | 3,893 | 10,430 | ||
Deferred taxes | 40,003 | 59,302 | ||
Long-term operating lease liabilities | 16,668 | |||
Liabilities subject to compromise | 565,153 | |||
Common stock | 386 | 386 | ||
Additional paid-in capital | 862,844 | 862,020 | ||
Retained earnings | 286,352 | 455,598 | ||
Accumulated other comprehensive income (loss) | 78,306 | 78,306 | ||
Treasury shares | (184,796) | (184,796) | ||
Total Bristow Group stockholders’ investment | 1,043,092 | 1,211,514 | ||
Noncontrolling interests | 1,271 | 1,253 | ||
Total stockholders’ investment | 1,044,363 | 1,212,767 | ||
Total liabilities and stockholders’ investment | 2,658,716 | 2,716,243 | ||
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 3,454 | 3,205 | ||
Restricted cash | 0 | |||
Accounts receivable | 635,844 | 583,912 | ||
Inventories | 35,011 | 35,331 | ||
Assets held for sale | 1,866 | 5,541 | ||
Prepaid expenses and other current assets | 1,785 | 1,001 | ||
Total current assets | 677,960 | 628,990 | ||
Intercompany investment | 97,435 | 97,435 | ||
Investment in unconsolidated affiliates | 0 | 0 | ||
Intercompany notes receivable | 11,151 | 11,151 | ||
Land and buildings | 58,204 | 58,204 | ||
Aircraft and equipment | 1,311,582 | 1,312,115 | ||
Total property and equipment, at cost | 1,369,786 | 1,370,319 | ||
Less – Accumulated depreciation and amortization | (437,973) | (419,983) | ||
Total property and equipment, net | 931,813 | 950,336 | ||
Right-of-use asset | 59,387 | |||
Goodwill | 0 | 0 | ||
Other assets | 4,131 | 3,410 | ||
Total assets | 1,781,877 | 1,691,322 | ||
Accounts payable | 566,606 | 510,911 | ||
Accrued liabilities | 16,212 | (9,807) | ||
Short-term borrowings and current maturities of long-term debt | 264,758 | 268,559 | ||
Total current liabilities | 847,576 | 769,663 | ||
Long-term debt, less current maturities | 0 | 0 | ||
Intercompany notes payable | 143,233 | 155,643 | ||
Accrued pension liabilities | 0 | 0 | ||
Other liabilities and deferred credits | 3 | 8,613 | ||
Deferred taxes | 26,348 | 26,268 | ||
Long-term operating lease liabilities | 36,913 | |||
Liabilities subject to compromise | 30,830 | |||
Common stock | 4,996 | 4,996 | ||
Additional paid-in capital | 29,387 | 29,387 | ||
Retained earnings | 662,591 | 696,397 | ||
Accumulated other comprehensive income (loss) | 0 | 355 | ||
Treasury shares | 0 | 0 | ||
Total Bristow Group stockholders’ investment | 696,974 | 731,135 | ||
Noncontrolling interests | 0 | 0 | ||
Total stockholders’ investment | 696,974 | 731,135 | ||
Total liabilities and stockholders’ investment | 1,781,877 | 1,691,322 | ||
Non- Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 105,911 | 84,264 | ||
Restricted cash | 3,234 | |||
Accounts receivable | 300,212 | 287,822 | ||
Inventories | 79,986 | 85,977 | ||
Assets held for sale | (191) | (191) | ||
Prepaid expenses and other current assets | 31,286 | 39,274 | ||
Total current assets | 520,438 | 497,146 | ||
Intercompany investment | 128,543 | 131,608 | ||
Investment in unconsolidated affiliates | 120,494 | 118,203 | ||
Intercompany notes receivable | 115,008 | 128,410 | ||
Land and buildings | 178,726 | 181,262 | ||
Aircraft and equipment | 958,750 | 1,029,840 | ||
Total property and equipment, at cost | 1,137,476 | 1,211,102 | ||
Less – Accumulated depreciation and amortization | (405,695) | (440,186) | ||
Total property and equipment, net | 731,781 | 770,916 | ||
Right-of-use asset | 168,691 | |||
Goodwill | 18,212 | 18,436 | ||
Other assets | 96,257 | 109,294 | ||
Total assets | 1,899,424 | 1,774,013 | ||
Accounts payable | 330,896 | 327,447 | ||
Accrued liabilities | 222,915 | 119,433 | ||
Short-term borrowings and current maturities of long-term debt | 286,737 | 300,547 | ||
Total current liabilities | 840,548 | 747,427 | ||
Long-term debt, less current maturities | 41,857 | 8,223 | ||
Intercompany notes payable | 31,598 | 32,913 | ||
Accrued pension liabilities | 22,472 | 25,726 | ||
Other liabilities and deferred credits | 4,184 | 7,186 | ||
Deferred taxes | 17,724 | 25,633 | ||
Long-term operating lease liabilities | 49,986 | |||
Liabilities subject to compromise | 22,008 | |||
Common stock | 131,317 | 131,317 | ||
Additional paid-in capital | 284,048 | 284,048 | ||
Retained earnings | 183,182 | 250,333 | ||
Accumulated other comprehensive income (loss) | 270,088 | 255,312 | ||
Treasury shares | 0 | 0 | ||
Total Bristow Group stockholders’ investment | 868,635 | 921,010 | ||
Noncontrolling interests | 412 | 5,895 | ||
Total stockholders’ investment | 869,047 | 926,905 | ||
Total liabilities and stockholders’ investment | $ 1,899,424 | $ 1,774,013 |
SUPPLEMENTAL CONDENSED CONSOL_6
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash used in operating activities | $ (36,762) | $ (44,119) |
Capital expenditures | (7,439) | (8,895) |
Proceeds from asset dispositions | 3,204 | 7,774 |
Cash transferred in sale of subsidiaries, net of cash received | (22,878) | 0 |
Net cash used in investing activities | (27,113) | (1,121) |
Proceeds from borrowings | 75,585 | 387 |
Debt issuance costs | (10,016) | (2,378) |
Repayment of debt | (5,821) | (14,194) |
Dividends paid | 0 | |
Increases (decreases) in cash related to intercompany advances and debt | 0 | 0 |
Partial prepayment of put/call obligation | 0 | (14) |
Issuance of common stock | 0 | 2,830 |
Repurchases for tax withholdings on vesting of equity awards | 0 | (1,484) |
Net cash provided by (used in) financing activities | 59,748 | (14,853) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1,840 | (3,580) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (2,287) | (63,673) |
Cash, cash equivalents and restricted cash at beginning of period | 178,055 | 380,223 |
Cash, cash equivalents and restricted cash at end of period | 175,768 | 316,550 |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash used in operating activities | 0 | 0 |
Capital expenditures | 0 | 0 |
Proceeds from asset dispositions | 0 | 0 |
Cash transferred in sale of subsidiaries, net of cash received | 0 | |
Net cash used in investing activities | 0 | 0 |
Proceeds from borrowings | 0 | 0 |
Debt issuance costs | 0 | 0 |
Repayment of debt | 0 | 0 |
Dividends paid | 0 | |
Increases (decreases) in cash related to intercompany advances and debt | 0 | 0 |
Partial prepayment of put/call obligation | 0 | |
Issuance of common stock | 0 | |
Repurchases for tax withholdings on vesting of equity awards | 0 | |
Net cash provided by (used in) financing activities | 0 | 0 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash at beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash at end of period | 0 | 0 |
Parent Company Only | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash used in operating activities | (34,861) | (32,865) |
Capital expenditures | (1,435) | (654) |
Proceeds from asset dispositions | 0 | 0 |
Cash transferred in sale of subsidiaries, net of cash received | 0 | |
Net cash used in investing activities | (1,435) | (654) |
Proceeds from borrowings | 37,500 | 0 |
Debt issuance costs | (5,008) | (421) |
Repayment of debt | 0 | 0 |
Dividends paid | 162,941 | |
Increases (decreases) in cash related to intercompany advances and debt | (23,613) | (162,519) |
Partial prepayment of put/call obligation | (14) | |
Issuance of common stock | 2,830 | |
Repurchases for tax withholdings on vesting of equity awards | (1,484) | |
Net cash provided by (used in) financing activities | 8,879 | 1,333 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (27,417) | (32,186) |
Cash, cash equivalents and restricted cash at beginning of period | 90,586 | 277,176 |
Cash, cash equivalents and restricted cash at end of period | 63,169 | 244,990 |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash used in operating activities | 10,847 | 11,992 |
Capital expenditures | (2,538) | (1,453) |
Proceeds from asset dispositions | 3,175 | 7,432 |
Cash transferred in sale of subsidiaries, net of cash received | 0 | |
Net cash used in investing activities | 637 | 5,979 |
Proceeds from borrowings | 0 | 0 |
Debt issuance costs | 0 | (32) |
Repayment of debt | (1,701) | (5,262) |
Dividends paid | 1,649 | |
Increases (decreases) in cash related to intercompany advances and debt | (9,534) | (21,716) |
Partial prepayment of put/call obligation | 0 | |
Issuance of common stock | 0 | |
Repurchases for tax withholdings on vesting of equity awards | 0 | |
Net cash provided by (used in) financing activities | (11,235) | (25,361) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 249 | (7,390) |
Cash, cash equivalents and restricted cash at beginning of period | 3,205 | 8,904 |
Cash, cash equivalents and restricted cash at end of period | 3,454 | 1,514 |
Non- Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash used in operating activities | (12,748) | (23,246) |
Capital expenditures | (3,466) | (6,788) |
Proceeds from asset dispositions | 29 | 342 |
Cash transferred in sale of subsidiaries, net of cash received | (22,878) | |
Net cash used in investing activities | (26,315) | (6,446) |
Proceeds from borrowings | 38,085 | 387 |
Debt issuance costs | (5,008) | (1,925) |
Repayment of debt | (4,120) | (8,932) |
Dividends paid | (164,590) | |
Increases (decreases) in cash related to intercompany advances and debt | 33,147 | 184,235 |
Partial prepayment of put/call obligation | 0 | |
Issuance of common stock | 0 | |
Repurchases for tax withholdings on vesting of equity awards | 0 | |
Net cash provided by (used in) financing activities | 62,104 | 9,175 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1,840 | (3,580) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 24,881 | (24,097) |
Cash, cash equivalents and restricted cash at beginning of period | 84,264 | 94,143 |
Cash, cash equivalents and restricted cash at end of period | $ 109,145 | $ 70,046 |