SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

3 Months Ended

Jun. 30, 2018

Supplemental Condensed Consolidating Financial Information [Abstract]

Supplemental Condensed Consolidating Financial Information

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Company has registered senior notes that the Guarantor Subsidiaries have 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, see Note 4 to the fiscal year 2018 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, 2018

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue:
Third party revenue	$	45		$	34,135		$	333,714		$	—		$	367,894
Intercompany revenue	—			26,517			—			(26,517		)	—
	45			60,652			333,714			(26,517		)	367,894
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	(7,309		)	—			(3,017		)	7,309			(3,017		)
Operating income (loss)	(23,940		)	(4,404		)	17,237			7,309			(3,798		)
Interest expense, net	(16,379		)	(6,830		)	(3,935		)	—			(27,144		)
Other income (expense), net	134			1,075			(5,159		)	—			(3,950		)
Income (loss) before (provision) benefit for income taxes	(40,185		)	(10,159		)	8,143			7,309			(34,892		)
Allocation of consolidated income taxes	8,092			893			(6,134		)	—			2,851
Net income (loss)	(32,093		)	(9,266		)	2,009			7,309			(32,041		)
Net income attributable to noncontrolling interests	(15		)	—			(52		)	—			(67		)
Net income (loss) attributable to Bristow Group	$	(32,108	)	$	(9,266	)	$	1,957		$	7,309		$	(32,108	)

Supplemental Condensed Consolidating Statement of Operations

Three Months Ended June 30, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue:
Third party revenue	$	—		$	45,775		$	306,334		$	—		$	352,109
Intercompany revenue	—			32,191			—			(32,191		)	—
	—			77,966			306,334			(32,191		)	352,109
Operating expense:
Direct cost and reimbursable expense	6			52,334			245,466			—			297,806
Intercompany expenses	—			—			32,191			(32,191		)	—
Depreciation and amortization	2,917			12,483			15,656			—			31,056
General and administrative	19,107			5,762			21,838			—			46,707
	22,030			70,579			315,151			(32,191		)	375,569
Loss on impairment	—			(1,192		)	—			—			(1,192		)
Gain on disposal of assets	—			416			283			—			699
Earnings from unconsolidated affiliates, net of losses	(20,645		)	—			(665		)	20,645			(665		)
Operating income (loss)	(42,675		)	6,611			(9,199		)	20,645			(24,618		)
Interest expense, net	(9,058		)	(5,780		)	(1,183		)	—			(16,021		)
Other income (expense), net	(29		)	(357		)	(1,230		)	—			(1,616		)
Loss before (provision) benefit for income taxes	(51,762		)	474			(11,612		)	20,645			(42,255		)
Allocation of consolidated income taxes	(3,502		)	(4,160		)	(5,829		)	—			(13,491		)
Net loss	(55,264		)	(3,686		)	(17,441		)	20,645			(55,746		)
Net (income) loss attributable to noncontrolling interests	(11		)	—			482			—			471
Net loss attributable to Bristow Group	$	(55,275	)	$	(3,686	)	$	(16,959	)	$	20,645		$	(55,275	)

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)	$	(32,093	)	$	(9,266	)	$	2,009		$	7,309	$	(32,041	)
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	(32,093		)	(10,152		)	(78,445		)	60,964		(59,726		)
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	$	(32,108	)	$	(10,152	)	$	(78,636	)	$	60,964	$	(59,932	)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended June 30, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net loss	$	(55,264	)	$	(3,686	)	$	(17,441	)	$	20,645		$	(55,746	)
Other comprehensive loss:
Currency translation adjustments	—			338			14,352			(4,930		)	9,760
Total comprehensive loss	(55,264		)	(3,348		)	(3,089		)	15,715			(45,986		)
Net (income) loss attributable to noncontrolling interests	(11		)	—			482			—			471
Currency translation adjustments attributable to noncontrolling interests	—			—			310			—			310
Total comprehensive (income) loss attributable to noncontrolling interests	(11		)	—			792			—			781
Total comprehensive loss attributable to Bristow Group	$	(55,275	)	$	(3,348	)	$	(2,297	)	$	15,715		$	(45,205	)

Supplemental Condensed Consolidating Balance Sheet

As of June 30, 2018

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	244,990		$	1,514		$	70,046		$	—		$	316,550
Accounts receivable	421,367			492,437			298,278			(952,282		)	259,800
Inventories	—			33,018			92,663			—			125,681
Assets held for sale	—			19,856			3,646			—			23,502
Prepaid expenses and other current assets	2,453			5,115			42,016			—			49,584
Total current assets	668,810			551,940			506,649			(952,282		)	775,117
Intercompany investment	2,027,774			104,435			133,346			(2,265,555		)	—
Investment in unconsolidated affiliates	—			—			114,609			—			114,609
Intercompany notes receivable	170,513			36,358			159,884			(366,755		)	—
Property and equipment—at cost:
Land and buildings	4,806			58,089			179,173			—			242,068
Aircraft and equipment	156,500			1,318,149			1,018,721			—			2,493,370
	161,306			1,376,238			1,197,894			—			2,735,438
Less: Accumulated depreciation and amortization	(42,846		)	(279,325		)	(393,325		)	—			(715,496		)
	118,460			1,096,913			804,569			—			2,019,942
Goodwill	—			—			19,175			—			19,175
Other assets	4,221			1,357			113,377			—			118,955
Total assets	$	2,989,778		$	1,791,003		$	1,851,609		$	(3,584,592	)	$	3,047,798
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	374,301		$	405,656		$	250,703		$	(930,361	)	$	100,299
Accrued liabilities	51,808			2,607			151,734			(20,573		)	185,576
Short-term borrowings and current maturities of long-term debt	842,258			284,994			326,171			—			1,453,423
Total current liabilities	1,268,367			693,257			728,608			(950,934		)	1,739,298
Long-term debt, less current maturities	—			—			10,383			—			10,383
Intercompany notes payable	133,078			197,397			37,382			(367,857		)	—
Accrued pension liabilities	—			—			30,526			—			30,526
Other liabilities and deferred credits	12,042			7,635			12,625			—			32,302
Deferred taxes	69,311			26,726			18,608			—			114,645
Stockholders’ investment:
Common stock	385			4,996			131,317			(136,313		)	385
Additional paid-in-capital	856,826			29,387			284,048			(313,435		)	856,826
Retained earnings	754,980			831,111			309,333			(1,140,444		)	754,980
Accumulated other comprehensive income (loss)	78,306			494			282,891			(675,609		)	(313,918		)
Treasury shares	(184,796		)	—			—			—			(184,796		)
Total Bristow Group stockholders’ investment	1,505,701			865,988			1,007,589			(2,265,801		)	1,113,477
Noncontrolling interests	1,279			—			5,888			—			7,167
Total stockholders’ investment	1,506,980			865,988			1,013,477			(2,265,801		)	1,120,644
Total liabilities and stockholders’ investment	$	2,989,778		$	1,791,003		$	1,851,609		$	(3,584,592	)	$	3,047,798

Supplemental Condensed Consolidating Balance Sheet

As of March 31, 2018

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	277,176		$	8,904		$	94,143		$	—		$	380,223
Accounts receivable	211,412			423,214			250,984			(638,630		)	246,980
Inventories	—			31,300			98,314			—			129,614
Assets held for sale	—			26,737			3,611			—			30,348
Prepaid expenses and other current assets	3,367			4,494			41,016			(1,643		)	47,234
Total current assets	491,955			494,649			488,068			(640,273		)	834,399
Intercompany investment	2,199,505			104,435			141,683			(2,445,623		)	—
Investment in unconsolidated affiliates	—			—			126,170			—			126,170
Intercompany notes receivable	183,634			36,358			368,575			(588,567		)	—
Property and equipment—at cost:
Land and buildings	4,806			58,191			187,043			—			250,040
Aircraft and equipment	156,651			1,326,922			1,027,558			—			2,511,131
	161,457			1,385,113			1,214,601			—			2,761,171
Less: Accumulated depreciation and amortization	(39,780		)	(263,412		)	(389,959		)	—			(693,151		)
	121,677			1,121,701			824,642			—			2,068,020
Goodwill	—			—			19,907			—			19,907
Other assets	4,966			2,122			109,418			—			116,506
Total assets	$	3,001,737		$	1,759,265		$	2,078,463		$	(3,674,463	)	$	3,165,002
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	341,342		$	175,133		$	201,704		$	(616,909	)	$	101,270
Accrued liabilities	59,070			6,735			166,026			(21,955		)	209,876
Short-term borrowings and current maturities of long-term debt	840,485			296,782			338,171			—			1,475,438
Total current liabilities	1,240,897			478,650			705,901			(638,864		)	1,786,584
Long-term debt, less current maturities	—			—			11,096			—			11,096
Intercompany notes payable	132,740			370,407			41,001			(544,148		)	—
Accrued pension liabilities	—			—			37,034			—			37,034
Other liabilities and deferred credits	14,078			7,924			14,950			—			36,952
Deferred taxes	77,373			27,794			10,025			—			115,192
Stockholders’ investment:
Common stock	382			4,996			131,317			(136,313		)	382
Additional paid-in-capital	852,565			29,387			284,048			(313,435		)	852,565
Retained earnings	788,834			838,727			473,712			(1,312,439		)	788,834
Accumulated other comprehensive income (loss)	78,306			1,380			363,484			(729,264		)	(286,094		)
Treasury shares	(184,796		)	—			—			—			(184,796		)
Total Bristow Group stockholders’ investment	1,535,291			874,490			1,252,561			(2,491,451		)	1,170,891
Noncontrolling interests	1,358			—			5,895			—			7,253
Total stockholders’ investment	1,536,649			874,490			1,258,456			(2,491,451		)	1,178,144
Total liabilities and stockholders’ investment	$	3,001,737		$	1,759,265		$	2,078,463		$	(3,674,463	)	$	3,165,002

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 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		)
Issuance of common stock	2,830			—			—			—		2,830
Repurchases for tax withholdings on vesting of equity awards	(1,484		)	—			—			—		(1,484		)
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

Supplemental Condensed Consolidating Statement of Cash Flows

Three Months Ended June 30, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash used in operating activities	$	(37,229	)	$	(7,228	)	$	(6,722	)	$	—	$	(51,179	)
Cash flows from investing activities:
Capital expenditures	(4,036		)	(3,070		)	(5,447		)	—		(12,553		)
Proceeds from asset dispositions	—			2,473			39,502			—		41,975
Net cash provided by (used in) investing activities	(4,036		)	(597		)	34,055			—		29,422
Cash flows from financing activities:
Proceeds from borrowings	68,800			—			218			—		69,018
Debt issuance costs	—			(466		)	(27		)	—		(493		)
Repayment of debt	(42,150		)	(5,013		)	(19,784		)	—		(66,947		)
Dividends paid	(2,465		)	—			—			—		(2,465		)
Increases (decreases) in cash related to intercompany advances and debt	19,370			14,192			(33,562		)	—		—
Partial prepayment of put/call obligation	(12		)	—			—			—		(12		)
Repurchases for tax withholdings on vesting of equity awards	(274		)	—			—			—		(274		)
Net cash provided by (used in) financing activities	43,269			8,713			(53,155		)	—		(1,173		)
Effect of exchange rate changes on cash and cash equivalents	—			—			5,153			—		5,153
Net increase (decrease) in cash and cash equivalents	2,004			888			(20,669		)	—		(17,777		)
Cash and cash equivalents at beginning of period	3,382			299			92,975			—		96,656
Cash and cash equivalents at end of period	$	5,386		$	1,187		$	72,306		$	—	$	78,879