Bristow Group Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS (Tables)

BUSINESS COMBINATIONS (Tables)

9 Months Ended

Dec. 31, 2020

Schedule of Business Acquisitions, by Acquisition

The acquisition date fair value of the consideration transferred consisted of the following (in thousands):


Fair value of Combined Company Common Stock issued (1)	$	106,440
Fair value of accelerated stock awards (2)	2,067
Fair value of exchanged stock awards (3)	228
Total consideration transferred	$	108,735
Fair value of redeemable noncontrolling interest	1,501
Total fair value of Era	$	110,236

___________________________

(1)Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing market price of Era shares on June 11, 2020, the acquisition date.

(2)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger.

(3)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the pre-Merger vesting period.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands):


Assets acquired:
Cash and cash equivalents	$	120,236
Accounts receivable from non-affiliates	35,079
Prepaid expenses and other current assets	17,598
Inventories	8,826
Property and equipment	223,256
Right-of-use assets	8,395
Other assets	14,792
Total assets acquired	$	428,182
Liabilities assumed:
Accounts payable	$	9,686
Accrued wages, benefits and related taxes	8,319
Income taxes payable	1,791
Deferred revenue	236


Current portion of operating lease liabilities	1,711
Other accrued liabilities	18,474
Short-term borrowings and current maturities of long-term debt	17,485
Long-term debt, less current maturities	136,704
Other liabilities and deferred credits	1,404
Deferred taxes	34,198
Long-term operating lease liabilities	6,845
Total liabilities and redeemable noncontrolling interest assumed	$	236,853

Net assets acquired	$	191,329

Schedule of Unaudited Pro Forma Financial Information

The unaudited pro forma financial information is as follows (in thousands)(1)(2):


	Successor
	Three Months Ended December 31, 2020		Nine Months Ended December 31, 2020		Two Months Ended December 31, 2019
Total revenues	$	309,897	$	919,860	$	240,909
Net loss	$	(55,059)	$	(59,666)	$	(135,096)
Net loss attributable to Bristow Group Inc.	$	(54,920)	$	(59,301)	$	(134,968)

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(1)As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred on August 2020. The Company had recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from the pro forma combined Net loss and Net loss attributable to Bristow Group Inc. for the nine month period ending December 31, 2020 due to its nonrecurring nature and has been included in Net loss and Net loss attributable to Bristow Group Inc. for the two month period ending December 31, 2019 due to its connection with the Merger.

(2)As noted above, the unaudited pro forma financial information is presented as if the Merger occurred on November 1, 2019. Thus the comparative historical period ending December 31, 2019 only includes the successor period of Old Bristow’s emergence from its Chapter 11 Cases.

The amounts of revenue and earnings of Era included in the Company’s condensed consolidated statements of operations from the acquisition date of June 11, 2020 are as follows (in thousands):


	Successor
	Three Months Ended December 31, 2020		June 11, 2020 - December 31, 2020
Total revenues	$	47,272	$	97,949
Net income (loss)	$	2,800	$	(2,448)