OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
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12 Months Ended |
Mar. 31, 2020 |
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| OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] |
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| Schedule of Cash, Cash Equivalents and Restricted Cash |
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that add up to the total of such amounts shown in the consolidated statements of cash flows (in thousands).
| |
|
Successor |
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|
Predecessor |
|
| |
|
March 31, 2020 |
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|
October 31, 2019 |
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|
March 31, 2019 |
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Reconciliation of cash, cash equivalents and restricted cash as shown in the statements of cash flows: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
196,662 |
|
|
$ |
202,079 |
|
|
$ |
178,055 |
|
Restricted cash
|
|
|
2,459 |
|
|
|
48,447 |
|
|
|
— |
|
Total cash, cash equivalents and restricted cash
|
|
$ |
199,121 |
|
|
$ |
250,526 |
|
|
$ |
178,055 |
|
|
| Schedule of Allowance for Doubtful Accounts |
The following table is a rollforward of the allowance for doubtful accounts from non-affiliates (in thousands):
| |
|
Successor |
|
|
|
|
|
Predecessor |
|
| |
|
Five Months |
|
|
Seven Months |
|
|
|
|
| |
|
Ended |
|
|
Ended |
|
|
Fiscal Year Ended March 31, |
|
| |
|
March 31, |
|
|
October 31, |
|
| |
|
2020 |
|
|
2019 |
|
|
|
2019 |
|
|
|
2018 |
|
Balance – beginning of period |
|
$ |
— |
|
|
$ |
1,617 |
|
|
$ |
3,304 |
|
|
$ |
4,498 |
|
Additional allowances |
|
|
368 |
|
|
|
25 |
|
|
|
1,073 |
|
|
|
1,463 |
|
Write-offs and collections |
|
|
— |
|
|
|
— |
|
|
|
(2,760 |
) |
|
|
(2,657 |
) |
Sale of subsidiaries(1)
|
|
|
— |
|
|
|
(851 |
) |
|
|
— |
|
|
|
— |
|
Fresh-start accounting adjustments(2)
|
|
|
— |
|
|
|
(791 |
) |
|
|
— |
|
|
|
— |
|
Balance – end of period |
|
$ |
368 |
|
|
$ |
— |
|
|
$ |
1,617 |
|
|
$ |
3,304 |
|
|
(1) |
As the result of the sale of Eastern Airways International Limited (“Eastern Airways”), Aviashelf Aviation Co. (“Aviashelf”), Bristow Helicopters Leasing Limited (“BHLL”) and Sakhalin Bristow Air Services Ltd, the Company wrote off allowance for doubtful accounts for non-affiliates by $0.9 million. For more details, see “Loss on Sale of Subsidiaries” below. |
|
(2) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted allowance for doubtful accounts to fair value at the Effective Date. |
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| Schedule of Valuation and Qualifying Accounts Disclosure |
The following table is a rollforward of the allowance related to dormant, obsolete and excess inventory (in thousands):
| |
|
Successor |
|
|
|
|
|
Predecessor |
|
| |
|
Five Months |
|
|
Seven Months |
|
|
|
|
| |
|
Ended |
|
|
Ended |
|
|
Fiscal Year Ended March 31, |
|
| |
|
March 31, |
|
|
October 31, |
|
| |
|
2020 |
|
|
2019 |
|
|
|
2019 |
|
|
|
2018 |
|
Balance – beginning of period |
|
$ |
— |
|
|
$ |
19,448 |
|
|
$ |
26,030 |
|
|
$ |
21,514 |
|
Additional allowances |
|
|
62 |
|
|
|
551 |
|
|
|
2,140 |
|
|
|
6,355 |
|
Inventory disposed and scrapped |
|
|
— |
|
|
|
(811 |
) |
|
|
(7,427 |
) |
|
|
(3,353 |
) |
Fresh start accounting adjustments |
|
|
— |
|
|
|
(19,143 |
) |
|
|
— |
|
|
|
— |
|
Foreign currency effects |
|
|
— |
|
|
|
(45 |
) |
|
|
(1,295 |
) |
|
|
1,514 |
|
Balance – end of period |
|
$ |
62 |
|
|
$ |
— |
|
|
$ |
19,448 |
|
|
$ |
26,030 |
|
|
| Schedule of Goodwill |
Goodwill related to the Predecessor Company’s Asia Pacific reporting unit was as follows (in thousands):
| |
|
Total |
|
March 31, 2018 (Predecessor) |
|
$ |
19,907 |
|
Foreign currency translation |
|
|
(1,471 |
) |
March 31, 2019 (Predecessor) |
|
|
18,436 |
|
Foreign currency translation |
|
|
(932 |
) |
Impairments |
|
|
(17,504 |
) |
October 31, 2019 (Predecessor) |
|
$ |
— |
|
|
| Schedule of Other Intangible Assets |
Intangible assets by type were as follows for the Successor Company (in thousands):
| |
|
|
|
|
PBH |
|
|
Total |
|
| |
|
|
|
| |
|
|
|
Additions (1)
|
|
$ |
58,000 |
|
|
$ |
76,838 |
|
|
$ |
134,838 |
|
Translation |
|
|
(2,294 |
) |
|
|
(2,517 |
) |
|
$ |
(4,811 |
) |
March 31, 2020 (Successor) |
|
$ |
55,706 |
|
|
$ |
74,321 |
|
|
$ |
130,027 |
|
| |
|
Accumulated Amortization |
|
October 31, 2019 (Successor) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Amortization expense |
|
|
(3,251 |
) |
|
|
(15,503 |
) |
|
|
(18,754 |
) |
March 31, 2020 (Successor) |
|
$ |
(3,251 |
) |
|
$ |
(15,503 |
) |
|
$ |
(18,754 |
) |
Weighted average remaining contractual life, in years |
|
|
7.0 |
|
|
|
16.9 |
|
|
|
10.7 |
|
|
(1) |
In connection with the Company’s emergence from bankruptcy and in accordance with ASC 852, the Company recognized customer contract intangibles of $58.0 million related to U.K. SAR and $76.8 million related to power-by-the-hour (“PBH”) contracts. The amortization expense for the U.K. SAR contract is recorded in depreciation and amortization on the consolidated financial statements and the amortization expense for the PBH contracts is recorded in maintenance expense included in direct costs on the consolidated financial statements. |
|
| Schedule of Other Intangible Assets, Future Amortization Expense |
Future amortization expense of intangible assets for each of the years ending March 31 (Successor) is as follows (in thousands):
2021 (1)
|
|
$ |
24,207 |
|
2022 (1)
|
|
|
15,956 |
|
2023 (1)
|
|
|
15,909 |
|
2024 (1)
|
|
|
15,767 |
|
2025 (1)
|
|
|
15,767 |
|
Thereafter (1)
|
|
|
23,667 |
|
| |
|
$ |
111,273 |
|
|
(1) |
The portion of future amortization expense that will be included in maintenance expense is $16.7 million for fiscal year 2021, $8.5 million for fiscal year 2022, $8.4 million for fiscal year 2023, $8.3 million for fiscal year 2024, $8.3 million for fiscal year 2025 and $8.7 million thereafter. |
Intangible assets by type were as follows for the Predecessor Company (in thousands):
| |
|
Client
relationships (1)
|
|
|
Trade name
and
trademarks (1)
|
|
|
Internally
developed
software (1)
|
|
|
Licenses (1)
|
|
|
Total |
|
| |
|
Gross Carrying Amount |
|
March 31, 2018 |
|
$ |
12,777 |
|
|
$ |
4,878 |
|
|
$ |
1,107 |
|
|
$ |
755 |
|
|
$ |
19,517 |
|
Foreign currency translation |
|
|
(98 |
) |
|
|
(259 |
) |
|
|
(13 |
) |
|
|
(2 |
) |
|
|
(372 |
) |
March 31, 2019 |
|
|
12,679 |
|
|
|
4,619 |
|
|
|
1,094 |
|
|
|
753 |
|
|
|
19,145 |
|
Foreign currency translation |
|
|
(33 |
) |
|
|
(11 |
) |
|
|
— |
|
|
|
— |
|
|
|
(44 |
) |
October 31, 2019 (Predecessor) |
|
$ |
12,646 |
|
|
$ |
4,608 |
|
|
$ |
1,094 |
|
|
$ |
753 |
|
|
$ |
19,101 |
|
| |
|
Accumulated Amortization |
|
March 31, 2018 |
|
$ |
(11,372 |
) |
|
$ |
(1,213 |
) |
|
$ |
(915 |
) |
|
$ |
(719 |
) |
|
$ |
(14,219 |
) |
Impairments |
|
|
— |
|
|
|
(2,933 |
) |
|
|
(72 |
) |
|
|
— |
|
|
|
(3,005 |
) |
Amortization expense |
|
|
(234 |
) |
|
|
(142 |
) |
|
|
(107 |
) |
|
|
(34 |
) |
|
|
(517 |
) |
March 31, 2019 |
|
|
(11,606 |
) |
|
|
(4,288 |
) |
|
|
(1,094 |
) |
|
|
(753 |
) |
|
|
(17,741 |
) |
Amortization expense |
|
|
(90 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(90 |
) |
October 31, 2019 |
|
|
(11,696 |
) |
|
|
(4,288 |
) |
|
|
(1,094 |
) |
|
|
(753 |
) |
|
|
(17,831 |
) |
Fresh-start accounting adjustment (2)
|
|
|
(950 |
) |
|
|
(320 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,270 |
) |
October 31, 2019 (Predecessor) |
|
$ |
(12,646 |
) |
|
$ |
(4,608 |
) |
|
$ |
(1,094 |
) |
|
$ |
(753 |
) |
|
$ |
(19,101 |
) |
|
(1) |
The Bristow Norway and Eastern Airways acquisitions, completed in October 2008 and February 2014, respectively, included in the Europe Caspian region, resulted in intangible assets for client contracts, client relationships, trade names and trademarks, internally developed software and licenses. On May 10, 2019, the Company sold Eastern Airways. The Airnorth acquisition completed in January 2015, included in its Asia Pacific region, resulted in intangible assets for client contracts, client relationships and trade name and trademarks. For discussion of impairment of long-lived assets, including purchased intangibles subject to amortization, see “Impairment of Assets.” |
|
(2) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted the intangible assets of $1.3 million to its fair value of zero at the Effective Date. See Note 3 for further details on the impact of fresh-start accounting on the Company’s consolidated financial statements. |
|
| Schedule of Foreign Exchange Impact |
Other income (expense), net, in the Company’s consolidated statements of operations includes foreign currency transaction gains and losses as shown in the following table. 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 the Company’s unconsolidated affiliate, primarily the impact of changes in the Brazilian real to U.S. dollar exchange rate on earnings for its affiliate in Brazil, as shown in the following table (in thousands):
|
|
Successor |
|
|
Predecessor |
|
| |
|
Five Months
Ended
March 31,
|
|
|
Seven
Months
Ended
October 31,
|
|
|
|
|
|
|
|
| |
Fiscal Year Ended March 31, |
|
| |
|
2020 |
|
|
2019 |
|
|
2019 |
|
|
2018 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency transaction losses |
|
|
(11,577 |
) |
|
|
(1,327 |
) |
|
|
(5,163 |
) |
|
|
(2,580 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency transaction gains (losses) from earnings from unconsolidated affiliates, net of losses |
|
|
(115 |
) |
|
|
(1,123 |
) |
|
|
(4,163 |
) |
|
|
(1,956 |
) |
|
| Schedule of Interest Income and interest Expense |
Interest Income (Expense), Net — Interest expense, net consisted of the following (in thousands):
| |
|
Successor |
|
|
Predecessor |
|
| |
|
Five Months
Ended
March 31,
|
|
|
Seven Months
Ended
October 31,
|
|
|
|
|
|
|
|
| |
Fiscal Year Ended March 31, |
|
| |
|
|
2020 |
|
|
|
2019 |
|
|
|
2019 |
|
|
|
2018 |
|
Interest income |
|
$ |
662 |
|
|
$ |
822 |
|
|
$ |
3,424 |
|
|
$ |
677 |
|
Interest expense (1)(2)(3)
|
|
|
(22,964 |
) |
|
|
(128,658 |
) |
|
|
(113,500 |
) |
|
|
(77,737 |
) |
Interest expense, net |
|
$ |
(22,302 |
) |
|
$ |
(127,836 |
) |
|
$ |
(110,076 |
) |
|
$ |
(77,060 |
) |
|
(1) |
Interest expense for the seven months ended October 31, 2019 (Predecessor) includes $56.9 million of non-cash interest expense related to the beneficial conversion feature on the DIP Facility (as defined herein) and $15.0 million of non-cash interest expense related to the DIP claim liability. See Note 3 for further details on the DIP beneficial conversion feature. |
|
(2) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted debt to its respective fair value of $586.4 million at the Effective Date by $57.7 million, which represents the discount from par value of the debt. Interest expense for the five months ended March 31, 2020 (Successor) includes discount amortization of $5.9 million. See Notes 3 and 8 for further details on the impact of fresh-start accounting on the Company’s consolidated financial statements. |
|
(3) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company wrote-off all deferred financing fees as of October 31, 2019 (Predecessor). Therefore, interest expense for the five months ended March 31, 2020 (Successor) does not include any amortization of deferred financing fees. See Notes 3 and 8 for further details on the impact of fresh-start accounting on the Company’s consolidated financial statements. |
|
| Schedule of Loss on Impairment |
Loss on impairment includes the following (in thousands):
| |
|
Successor |
|
|
Predecessor |
|
| |
|
Five Months
Ended
March 31,
|
|
|
Seven Months
Ended
October 31,
|
|
|
|
|
| |
Fiscal Year Ended March 31, |
|
| |
|
|
2020 |
|
|
|
2019 |
|
|
|
2019 |
|
|
|
2018 |
|
Impairment of property and equipment(1)
|
|
$ |
— |
|
|
$ |
42,022 |
|
|
$ |
104,939 |
|
|
$ |
— |
|
Impairment of inventories |
|
|
— |
|
|
|
— |
|
|
|
9,276 |
|
|
|
5,717 |
|
Impairment of investment in unconsolidated affiliates |
|
|
9,591 |
|
|
|
2,575 |
|
|
|
— |
|
|
|
85,683 |
|
Impairment of intangibles |
|
|
— |
|
|
|
— |
|
|
|
3,005 |
|
|
|
— |
|
Impairment of goodwill |
|
|
— |
|
|
|
17,504 |
|
|
|
— |
|
|
|
— |
|
| |
|
$ |
9,591 |
|
|
$ |
62,101 |
|
|
$ |
117,220 |
|
|
$ |
91,400 |
|
|
(1) |
Includes impairment of $42.0 million for H225 aircraft for the seven months ended October 31, 2019 (Predecessor). Includes impairment of $87.5 million for H225 aircraft and $17.5 million for Eastern Airways aircraft and equipment for the nine months ended December 31, 2018 (Predecessor). |
|
| Schedule of Loss on Sale of Subsidiaries |
Loss on sale of subsidiaries includes the following (in thousands):
| |
|
Predecessor |
|
| |
|
Seven Months Ended October 31, 2019 |
|
Sale of Eastern Airways |
|
$ |
(46,852 |
) |
Sale of Aviashelf and Bristow Helicopters Leasing Limited |
|
|
(9,031 |
) |
| |
|
$ |
(55,883 |
) |
|