v3.26.3
BUSINESS COMBINATIONS
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
On July 13, 2026, the Company completed the acquisition of Berry Aviation, Inc., now known as Bristow Special Mission Inc. (“BSM”), for an estimated purchase price of $110.9 million, which remains subject to customary purchase price adjustments. The transaction was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). BSM is expected to enhance the Company’s Government Services offerings and add differentiated special mission capabilities. BSM provides a range of aviation services, including special missions, intelligence, surveillance and reconnaissance (ISR) operations, maintenance, repair and overhaul services (“MRO”), training, unmanned aerial systems (“UAS”) design and development capabilities, and on-demand cargo (“ODC”) logistics. BSM will be reported primarily within the Government Services operating segment, with additional operations, primarily ODC, reported within the Other Services operating segment.
For the period from July 13, 2026 through September 30, 2026, BSM contributed revenues of $26.3 million and net income of $2.6 million to the Company’s condensed consolidated statements of operations.
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition, July 13, 2026 (in thousands):
ASSETS ACQUIRED
Cash and cash equivalents$9,332 
Accounts receivable16,106 
Inventories9,024 
Prepaid expenses and other current assets4,156 
Property and equipment59,779 
Right-of-use assets8,414 
Intangible assets15,094 
Total identifiable assets acquired$121,905 
LIABILITIES ASSUMED
Accounts payable$4,954 
Accrued liabilities and other5,460 
Deferred revenue6,687 
Operating lease liabilities6,135 
Deferred tax liabilities11,174 
Total liabilities assumed$34,410 
Net identifiable assets acquired$87,495 
Goodwill23,425 
Total purchase consideration$110,920 
During the three and nine months ended September 30, 2026, the Company incurred approximately $4.9 million and $7.4 million, respectively, of acquisition-related transaction costs, which were recorded within general and administrative expenses in the Company’s condensed consolidated statement of operations.
The acquisition resulted in $15.1 million of identifiable intangible assets, which are included in other assets on the Company’s condensed consolidated balance sheets and consist of the following (in thousands):
Preliminary Fair ValueUseful Life
Customer relationships$7,500 
1 to 4 Years
Operating certificates3,700 Indefinite
Unpatented technology3,655 
4 to 5 Years
Software239 
3 Years
Total identifiable intangible assets$15,094 
The goodwill recognized in connection with the acquisition is attributable to the assembled workforce, enhanced market position and other benefits the Company believes will result from the BSM acquisition. Goodwill was further increased by the deferred tax liability associated with the excess fair value of the acquired assets over their tax basis. Goodwill arising from the acquisition has been assigned to the Government Services reportable segment and is not expected to be deductible for income tax purposes.
In accordance with ASC 805, the Company may record any additional material adjustments to the initial amounts recorded based on new information obtained about facts and circumstances that existed as of the date. The measurement period may not exceed one year from the acquisition date. The Company is continuing to analyze and assess relevant information to determine the fair value of assets acquired and liabilities assumed. The pro forma results were not included as the impact was not material to the Company’s financial statements.