| Schedule of Business Acquisitions, by Acquisition |
The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands):
|
|
|
|
|
Assets acquired: |
|
Cash and cash equivalents |
$ |
120,236 |
|
Accounts receivable from non-affiliates |
35,079 |
|
Prepaid expenses and other current assets |
17,598 |
|
Inventories |
8,826 |
|
Property and equipment |
223,256 |
|
Right-of-use assets |
8,395 |
|
Other assets |
14,792 |
|
Total assets acquired |
$ |
428,182 |
|
Liabilities assumed: |
|
Accounts payable |
$ |
9,686 |
|
Accrued wages, benefits and related taxes |
8,319 |
|
Income taxes payable |
1,791 |
|
Deferred revenue |
236 |
|
Current portion of operating lease liabilities |
1,711 |
|
Other accrued liabilities |
18,474 |
|
Short-term borrowings and current maturities of long-term debt |
17,485 |
|
Long-term debt, less current maturities |
136,704 |
|
Other liabilities and deferred credits |
1,404 |
|
Deferred taxes |
34,198 |
|
Long-term operating lease liabilities |
6,845 |
|
Total liabilities and redeemable noncontrolling interest assumed |
$ |
236,853 |
|
|
|
Net assets acquired |
$ |
191,329 |
|
The acquisition date fair value of the consideration transferred consisted of the following (in thousands):
|
|
|
|
|
Fair value of Combined Company Common Stock issued (1)
|
$ |
106,440 |
|
Fair value of accelerated stock awards (2)
|
2,067 |
|
Fair value of exchanged stock awards (3)
|
228 |
|
Total consideration transferred |
$ |
108,735 |
|
Fair value of redeemable noncontrolling interest |
1,501 |
|
Total fair value of Era |
$ |
110,236 |
|
___________________________
|
|
(1) |
Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing market price of Era shares on June 11, 2020, the acquisition date. |
|
|
(2) |
Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger. |
(3)
Represents the amount of the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the pre-Merger vesting period.
|
| Schedule of Unaudited Pro Forma Financial Information |
The unaudited pro forma financial information is as follows (in thousands)(1):
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Three Months Ended
September 30, 2020 |
|
Six Months Ended
September 30, 2020 |
Total revenues |
|
$ |
304,640 |
|
|
$ |
609,963 |
|
Net income |
|
$ |
(34,333 |
) |
|
$ |
(10,015 |
) |
Net income attributable to Bristow Group Inc. |
|
$ |
(34,200 |
) |
|
$ |
(9,828 |
) |
(1) As a result of the Merger, the Company was required to dispose of its investment in Lider which occurred on August 2020. The Company had recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from the pro forma combined Net income and Net income attributable to Bristow Group Inc. due to its nonrecurring nature.
The amounts of revenue and earnings of Era included in the Company’s condensed consolidated statements of operations from the acquisition date of June 11, 2020 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Three Months Ended
September 30, 2020 |
|
June 11, 2020 -
September 30, 2020
|
Total revenues |
|
$ |
41,817 |
|
|
$ |
50,677 |
|
Net loss |
|
$ |
(954 |
) |
|
$ |
(5,247 |
) |
|