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  June 30, 2019
	(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 Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			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 Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			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 Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			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 Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			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,  2019
	(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  June 30, 2019
	(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