Cover Page
Cover Page - shares | 6 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35701 | |
Entity Registrant Name | Bristow Group Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 72-1455213 | |
Entity Address, Address Line One | 3151 Briarpark Drive, Suite 700 | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77042 | |
City Area Code | 713 | |
Local Phone Number | 267-7600 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | VTOL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 28,264,765 | |
Entity Central Index Key | 0001525221 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Revenue: | |||||
Revenue | $ 301,584 | $ 304,640 | $ 602,186 | $ 574,833 | |
Costs and expenses: | |||||
General and administrative expenses | 38,970 | 39,613 | 76,453 | 75,007 | |
Merger-related costs | 647 | 4,497 | 2,382 | 21,917 | |
Restructuring costs | 117 | 13,326 | 968 | 16,336 | |
Depreciation and amortization | 17,644 | 18,537 | 40,839 | 34,893 | |
Total costs and expenses | 287,334 | 303,174 | 577,215 | 571,557 | |
Loss on impairment | (2,901) | (17,596) | (24,835) | (36,829) | |
Gain (loss) on disposal of assets | 162 | (8,473) | 661 | (2,951) | |
Earnings (losses) from unconsolidated affiliates, net | 964 | 1,948 | (553) | (30) | |
Operating income (loss) | 12,475 | (22,655) | 244 | (36,534) | |
Interest income | 42 | 434 | 108 | 696 | |
Interest expense | (10,426) | (13,445) | (21,050) | (25,949) | |
Loss on extinguishment of debt | (124) | 0 | (124) | (615) | |
Reorganization items, net | (103) | 0 | (549) | 0 | |
Loss on sale of subsidiaries | 0 | 0 | (2,002) | 0 | |
Change in fair value of preferred stock derivative liability | 0 | 0 | 0 | 15,416 | |
Gain on bargain purchase | 0 | 5,660 | 0 | 81,093 | |
Other, net | 15,330 | 10,592 | 21,514 | 14,593 | |
Total other income (expense), net | 4,719 | 3,241 | (2,103) | 85,234 | |
Income (loss) before income taxes | 17,194 | (19,414) | (1,859) | 48,700 | |
Income tax expense | (14,484) | (8,578) | (9,642) | (5,288) | |
Net income (loss) | 2,710 | (27,992) | (11,501) | 43,412 | |
Net loss attributable to noncontrolling interests | 65 | 131 | 79 | 204 | |
Net income (loss) attributable to Bristow Group Inc. | $ 2,775 | $ (27,861) | $ (11,422) | $ 43,616 | |
Income (loss) per common share: | |||||
Basic (in dollars per share) | [1] | $ 0.10 | $ (0.95) | $ (0.40) | $ 8.73 |
Diluted (in dollars per share) | [1] | $ 0.10 | $ (0.95) | $ (0.40) | $ 5.09 |
Weighted average common shares outstanding: | |||||
Basic (in shares) | [1] | 28,233,527 | 29,357,959 | 28,844,633 | 20,230,285 |
Diluted (in shares) | [1] | 28,684,660 | 29,357,959 | 28,844,633 | 34,031,657 |
Service | |||||
Revenue: | |||||
Revenue | $ 290,120 | $ 295,722 | $ 578,471 | $ 557,230 | |
Costs and expenses: | |||||
Operating expenses | 218,768 | 218,282 | 433,271 | 405,837 | |
Reimbursable | |||||
Revenue: | |||||
Revenue | 11,464 | 8,918 | 23,715 | 17,603 | |
Costs and expenses: | |||||
Operating expenses | $ 11,188 | $ 8,919 | $ 23,302 | $ 17,567 | |
[1] | See Note 9 to the condensed consolidated financial statements for details on prior year income (loss) per share and weighted average common shares outstanding. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 2,710 | $ (27,992) | $ (11,501) | $ 43,412 |
Other comprehensive income (loss): | ||||
Currency translation adjustments | (15,683) | 15,326 | (14,411) | 18,485 |
Pension liability adjustment, net | 922 | 0 | 873 | 0 |
Unrealized gain (loss) on cash flow hedges, net | 1,609 | (1,283) | 2,552 | (2,164) |
Total comprehensive income (loss) | (10,442) | (13,949) | (22,487) | 59,733 |
Net comprehensive loss attributable to noncontrolling interests | 65 | 131 | 79 | 204 |
Total comprehensive income (loss) attributable to Bristow Group Inc. | $ (10,377) | $ (13,818) | $ (22,408) | $ 59,937 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 236,989 | $ 228,010 |
Restricted cash | 2,492 | 3,069 |
Accounts receivable, net of allowance for doubtful accounts of $2,506 and $2,300 as of September 30 and March 31, 2021, respectively | 196,292 | 215,620 |
Inventories | 87,855 | 92,180 |
Assets held for sale | 5,432 | 14,750 |
Prepaid expenses and other current assets | 30,419 | 32,119 |
Total current assets | 559,479 | 585,748 |
Property and equipment | 1,082,076 | 1,090,094 |
Accumulated depreciation and amortization | (120,474) | (85,535) |
Property and equipment, net | 961,602 | 1,004,559 |
Investment in unconsolidated affiliates | 20,146 | 37,530 |
Right-of-use assets | 211,878 | 246,667 |
Other assets | 108,131 | 117,766 |
Total assets | 1,861,236 | 1,992,270 |
Current liabilities: | ||
Accounts payable | 60,081 | 69,542 |
Accrued wages, benefits and related taxes | 44,764 | 58,595 |
Income taxes payable and other accrued taxes | 18,722 | 19,972 |
Deferred revenue | 12,988 | 13,598 |
Accrued maintenance and repairs | 32,536 | 26,907 |
Current portion of operating lease liabilities | 72,394 | 77,909 |
Accrued interest and other accrued liabilities | 24,458 | 22,632 |
Short-term borrowings and current maturities of long-term debt | 13,180 | 15,965 |
Total current liabilities | 279,123 | 305,120 |
Long-term debt, less current maturities | 518,635 | 527,528 |
Accrued pension liabilities | 33,654 | 44,150 |
Other liabilities and deferred credits | 6,668 | 6,681 |
Deferred taxes | 44,413 | 42,430 |
Long-term operating lease liabilities | 139,744 | 167,718 |
Total liabilities | 1,022,237 | 1,093,627 |
Commitments and contingencies (Note 10) | ||
Redeemable noncontrolling interests | 0 | 1,572 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 110,000,000 authorized; 28,302,220 and 29,694,071 outstanding as of September 30 and March 31, 2021, respectively | 303 | 303 |
Additional paid-in capital | 692,702 | 687,715 |
Retained earnings | 215,589 | 227,011 |
Treasury shares, at cost; 1,967,769 and 466,700 shares as of September 30 and March 31, 2021, respectively | (51,083) | (10,501) |
Accumulated other comprehensive loss | (17,901) | (6,915) |
Total Bristow Group Inc. stockholders’ equity | 839,610 | 897,613 |
Noncontrolling interests | (611) | (542) |
Total stockholders’ equity | 838,999 | 897,071 |
Total liabilities and stockholders’ equity | $ 1,861,236 | $ 1,992,270 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 2,506 | $ 2,300 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 |
Common stock, shares outstanding (in shares) | 28,302,220 | 29,694,071 |
Treasury stock (in shares) | 1,967,769 | 466,700 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ 2,710 | $ (27,992) | $ (11,501) | $ 43,412 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||
Depreciation and amortization | 46,959 | 45,675 | |||
Deferred income taxes | 2,858 | (1,345) | |||
Loss from extinguishment of debt | 124 | 615 | |||
Bad debt expense | 309 | 0 | |||
Amortization of deferred financing fees | 636 | 0 | |||
Discount amortization on long-term debt | 3,963 | 7,957 | |||
Loss (gain) on disposal of assets | (162) | 8,473 | (661) | 2,951 | |
Loss on impairment | 2,901 | 17,596 | 24,835 | 36,829 | |
Loss on sale of subsidiaries | 0 | 0 | 2,002 | 0 | |
Gain on bargain purchase | 0 | (5,660) | 0 | (81,093) | |
Change in fair value of preferred stock derivative liability | 0 | 0 | 0 | (15,416) | |
Stock-based compensation | 4,987 | 7,192 | |||
Equity in earnings from unconsolidated affiliates less than dividends received | 553 | 2,935 | |||
Increase (decrease) in cash resulting from changes in: | |||||
Accounts receivable | 17,801 | 21,556 | |||
Inventory, prepaid expenses and other assets | 1,448 | (8,075) | |||
Accounts payable, accrued expenses and other liabilities | (21,119) | (28,202) | |||
Net cash provided by operating activities | 73,194 | 34,991 | |||
Cash flows from investing activities: | |||||
Capital expenditures | (17,306) | (7,372) | |||
Proceeds from asset dispositions | 3,188 | 40,475 | 13,809 | 52,140 | |
Deposits on assets held for sale | 0 | 3,437 | 0 | 3,437 | |
Cash transferred in sale of subsidiaries, net of cash received | (851) | 0 | |||
Increase in cash from Era merger | 0 | 120,236 | |||
Net cash provided by (used in) investing activities | (4,348) | 168,441 | |||
Cash flows from financing activities: | |||||
Debt issuance costs | (2,708) | 0 | |||
Repayment of debt and debt redemption premiums | (12,479) | (85,369) | |||
Purchase of treasury shares | (40,582) | (6,428) | |||
Old Bristow share repurchases | 0 | (4,807) | |||
Net cash used in financing activities | (55,769) | (96,604) | |||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4,676) | (1,756) | |||
Net increase in cash, cash equivalents and restricted cash | 8,401 | 105,072 | |||
Cash, cash equivalents and restricted cash at beginning of period | 231,079 | 199,121 | $ 199,121 | ||
Cash, cash equivalents and restricted cash at end of period | $ 239,480 | $ 304,193 | 239,480 | 304,193 | $ 231,079 |
Cash paid during the period for: | |||||
Interest | 16,369 | 14,467 | |||
Income taxes | $ 8,539 | $ 7,726 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests | |
Redeemable Noncontrolling Interest, Beginning balance at Mar. 31, 2020 | $ 0 | |||||||
Mezzanine Equity Preferred Stock, Beginning balance at Mar. 31, 2020 | 149,785 | |||||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | ||||||||
Share repurchases | (2,151) | |||||||
Preferred stock share conversion | (146,448) | |||||||
Preferred stock compensation activity and conversion | (1,186) | |||||||
Redeemable Noncontrolling Interest, Ending balance at Jun. 30, 2020 | 0 | |||||||
Mezzanine Equity Preferred Stock, Ending balance at Jun. 30, 2020 | 0 | |||||||
Beginning balance at Mar. 31, 2020 | 426,216 | $ 1 | $ 295,897 | $ 139,228 | $ (8,641) | $ 0 | $ (269) | |
Beginning balance (in shares) at Mar. 31, 2020 | [1] | 11,235,566 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share repurchases (in shares) | [1] | (142,721) | ||||||
Share repurchases | 1,263 | 1,263 | ||||||
Preferred stock share conversion | 413,296 | $ 4 | 270,678 | 142,614 | ||||
Preferred stock share conversion (in shares) | [1] | 34,836,688 | ||||||
Elimination of Old Bristow stock | 0 | $ (5) | 5 | |||||
Elimination of Old Bristow stock (in shares) | [1] | (45,929,533) | ||||||
Exchange of common stock | 0 | $ 231 | (231) | |||||
Exchange of common stock (in shares) | [1] | 23,026,894 | ||||||
Era purchase price | 108,340 | $ 72 | 108,268 | |||||
Era purchase price (in shares) | [1] | 7,175,029 | ||||||
Preferred stock compensation activity and conversion | 6,370 | 6,370 | ||||||
Purchase of Company common stock (tax withholding) (in shares) | [1] | (42,199) | ||||||
Currency translation adjustments | 13 | 13 | ||||||
Net income (loss) | 71,404 | 71,477 | (73) | |||||
Other comprehensive income (loss) | 2,278 | 2,278 | ||||||
Ending balance at Jun. 30, 2020 | 1,029,180 | $ 303 | 680,987 | 354,582 | (6,363) | 0 | (329) | |
Ending balance (in shares) at Jun. 30, 2020 | [1] | 30,159,724 | ||||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | ||||||||
Era purchase price adjustment | 1,501 | |||||||
Net loss | (18) | |||||||
Redeemable Noncontrolling Interest, Ending balance at Sep. 30, 2020 | 1,483 | |||||||
Mezzanine Equity Preferred Stock, Ending balance at Sep. 30, 2020 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share award amortization | 2,008 | 2,008 | ||||||
Purchase of treasury shares (in shares) | [1] | (345,757) | ||||||
Purchase of treasury shares | (7,579) | (7,579) | ||||||
Era purchase price | 395 | 395 | ||||||
Era purchase price (in shares) | [1] | (233) | ||||||
Currency translation adjustments | (14) | (14) | ||||||
Net income (loss) | (27,974) | (27,861) | (113) | |||||
Other comprehensive income (loss) | 14,043 | 14,043 | ||||||
Ending balance at Sep. 30, 2020 | 1,010,059 | $ 303 | 683,390 | 326,721 | 7,680 | (7,579) | (456) | |
Ending balance (in shares) at Sep. 30, 2020 | [1] | 29,813,734 | ||||||
Redeemable Noncontrolling Interest, Beginning balance at Mar. 31, 2021 | 1,572 | |||||||
Mezzanine Equity Preferred Stock, Beginning balance at Mar. 31, 2021 | 1,572 | |||||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | ||||||||
Sale of noncontrolling interest | (1,572) | |||||||
Redeemable Noncontrolling Interest, Ending balance at Jun. 30, 2021 | 0 | |||||||
Beginning balance at Mar. 31, 2021 | $ 897,071 | $ 303 | 687,715 | 227,011 | (6,915) | (10,501) | (542) | |
Beginning balance (in shares) at Mar. 31, 2021 | 29,694,071 | 29,694,071,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share award amortization (in shares) | 48,851,000 | |||||||
Share award amortization | $ 2,326 | 2,326 | ||||||
Stock repurchased (in shares) | (936,567,000) | |||||||
Share repurchases | (25,199) | (25,199) | ||||||
Currency translation adjustments | 5 | 5 | ||||||
Net income (loss) | (14,211) | (14,197) | (14) | |||||
Other comprehensive income (loss) | 2,166 | 2,166 | ||||||
Ending balance at Jun. 30, 2021 | 862,158 | $ 303 | 690,041 | 212,814 | (4,749) | (35,700) | (551) | |
Ending balance (in shares) at Jun. 30, 2021 | 28,806,355,000 | |||||||
Redeemable Noncontrolling Interest, Beginning balance at Mar. 31, 2021 | 1,572 | |||||||
Mezzanine Equity Preferred Stock, Beginning balance at Mar. 31, 2021 | 1,572 | |||||||
Redeemable Noncontrolling Interest, Ending balance at Sep. 30, 2021 | 0 | |||||||
Mezzanine Equity Preferred Stock, Ending balance at Sep. 30, 2021 | 0 | |||||||
Beginning balance at Mar. 31, 2021 | $ 897,071 | $ 303 | 687,715 | 227,011 | (6,915) | (10,501) | (542) | |
Beginning balance (in shares) at Mar. 31, 2021 | 29,694,071 | 29,694,071,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Purchase of treasury shares (in shares) | (1,480,804) | |||||||
Purchase of treasury shares | $ (40,000) | |||||||
Other comprehensive income (loss) | (10,986) | |||||||
Ending balance at Sep. 30, 2021 | $ 838,999 | $ 303 | 692,702 | 215,589 | (17,901) | (51,083) | (611) | |
Ending balance (in shares) at Sep. 30, 2021 | 28,302,220 | 28,302,220,000 | ||||||
Redeemable Noncontrolling Interest, Beginning balance at Jun. 30, 2021 | $ 0 | |||||||
Redeemable Noncontrolling Interest, Ending balance at Sep. 30, 2021 | 0 | |||||||
Mezzanine Equity Preferred Stock, Ending balance at Sep. 30, 2021 | 0 | |||||||
Beginning balance at Jun. 30, 2021 | 862,158 | $ 303 | 690,041 | 212,814 | (4,749) | (35,700) | (551) | |
Beginning balance (in shares) at Jun. 30, 2021 | 28,806,355,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share award amortization (in shares) | 60,367,000 | |||||||
Share award amortization | 2,661 | 2,661 | ||||||
Stock repurchased (in shares) | (564,502,000) | |||||||
Share repurchases | $ (15,383) | (15,383) | ||||||
Purchase of treasury shares (in shares) | (547,596) | |||||||
Purchase of treasury shares | $ (14,900) | |||||||
Currency translation adjustments | 5 | 5 | ||||||
Net income (loss) | 2,710 | 2,775 | (65) | |||||
Other comprehensive income (loss) | (13,152) | (13,152) | ||||||
Ending balance at Sep. 30, 2021 | $ 838,999 | $ 303 | $ 692,702 | $ 215,589 | $ (17,901) | $ (51,083) | $ (611) | |
Ending balance (in shares) at Sep. 30, 2021 | 28,302,220 | 28,302,220,000 | ||||||
[1] | Certain shares were reclassified out of common stock issued and into un-issued. |
BASIS OF PRESENTATION, CONSOLID
BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES | BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES Basis of Presentation The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation and as a direct wholly owned subsidiary of Era. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Quarterly Report on Form 10-Q, references to: • the “Company”, “Combined Company,” “Bristow”, “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries; • “Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and • “Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the Combined Company) and its subsidiaries prior to consummation of the Merger. Pursuant to the United States (“U.S.”) generally accepted accounting principles (“GAAP”), the Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and remained the ultimate parent of the Combined Company. As a result, upon the closing of the Merger, Old Bristow’s historical financial statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements since June 12, 2020. Any reference to comparative period disclosures in the Quarterly Report on Form 10-Q refers to Old Bristow. The Company’s fiscal year ends March 31, and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 2022 is referred to as “fiscal year 2022”. The condensed consolidated financial information for the three and six months ended September 30, 2021 and September 30, 2020 has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2021. The preparation of these financial statements and accompanying footnotes requires the Company to make estimates and assumptions; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the condensed consolidated balance sheet, the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of cash flows and the condensed consolidated statements of changes in stockholders equity. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire fiscal year. The condensed consolidated financial information found on this Quarterly Form 10-Q has not been audited by the Company’s independent registered public accounting firm. Basis of Consolidation The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation. Summary of Significant Accounting Policies and Other Accounting Considerations Reclassifications — Certain amounts reported for prior periods in the consolidated financial statements have been reclassified to conform with the current period’s presentation. Sale of Subsidiary — During the six months ended September 30, 2021, the Company sold its 75% interest in Hauser Investments Limited (“Hauser”), which owns 100% of Sicher Helicopters SAS (“Sicher”), a provider of helicopter services to Colombia’s oil and gas market. The sale resulted in a $2.0 million loss included in loss on sale of subsidiaries on the condensed consolidated statement of operations. Investment in Unconsolidated Affiliates — The Company has a 25% economic interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry and other general aviation services in Egypt. During the six months ended September 30, 2021, upon evaluating its investment in PAS, the Company identified an indicator for impairment due to a decline in PAS’s performance. As a result, the Company performed a fair valuation of its investment in PAS using a market approach that relied on significant Level III inputs due to the nature of unobservable inputs that required significant judgment and assumptions. The market approach utilized two methods, each yielding similar valuation outcomes through the use of a multiple relevant to each method, derived from select guideline public companies, and an expected dividend rate or earnings of PAS. This resulted in a $16.0 million loss on impairment recorded during the six months ended September 30, 2021. As of September 30, 2021, the investment in PAS was $17.0 million and is included on the condensed consolidated balance sheets in investment in unconsolidated affiliates. PAS is a cost method investment. Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. Adopted In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This standard also included guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements. Not Yet Adopted In May 2021, the FASB issued ASU Update No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The purpose of this update is to clarify and reduce diversity in practice for the accounting of certain modifications or exchanges of equity written call options. Under the guidance, an issuer determines |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 6 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Era Group Inc. On June 11, 2020, the combination of Old Bristow with Era was successfully completed in an all-stock transaction with Era having issued shares of common stock (“Combined Company Common Stock”) to Old Bristow’s stockholders in exchange for such holders shares of common stock in Old Bristow. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). In the Merger, Old Bristow merged with and into Merger Sub, a subsidiary of Era, with Old Bristow remaining as the surviving company and as a subsidiary of Era, the ultimate parent of the Combined Company. Era is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., primarily servicing offshore energy installations. The transaction was structured as an all-stock, reverse-triangular merger, whereby Era issued shares of Combined Company Common Stock to Old Bristow stockholders, allowing it to qualify as a tax free reorganization for U.S. federal income tax purposes. Following the Merger, Era changed its name to Bristow Group Inc., and the Combined Company Common Stock continued to trade on the NYSE under the new ticker symbol VTOL. While Era was the legal acquirer in the Merger, Old Bristow was determined to be the accounting acquirer, based upon the terms of the Merger and other considerations including that: (i) immediately following completion of the Merger, Old Bristow stockholders owned approximately 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era common stock (“Era Common Stockholders”) owned approximately 23% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Company consisted of eight directors, including six Old Bristow designees. The Merger was accounted for under the acquisition method of accounting under ASC 805, Business Combinations. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The Company completed its assessment of the fair value of assets acquired and liabilities assumed within the required one-year period from the date of acquisition. Management recorded the acquired aircraft at an aggregate fair value of $179.9 million. Based upon the illiquid state of the secondary market, relevant and reliable market data for the Era fleet was not readily available. As a result, the Company derived the fair value of the Era fleet of aircraft from the estimated enterprise value of Era, using the discounted cash flow method of the income approach. The estimated enterprise value of Era was made using principal assumptions such as forecasted revenues and discount rate. All non-aircraft acquired assets and assumed liabilities were valued at fair value, which based upon their nature were more readily determinable. After allocating fair values to all the non-aircraft acquired assets and assumed liabilities, the remaining value was attributed to the aircraft. 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 The Merger initially resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $75.4 million; after further analysis, during the second quarter of fiscal year 2021, the Company recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to aircraft, redeemable noncontrolling interest and income taxes, resulting in an increase in bargain purchase gain of $5.7 million, for a total of $81.1 million shown as a gain on bargain purchase on the consolidated statements of operations, for the fiscal year ended March 31, 2021. The bargain purchase was a result of a combination of factors including depressed oil and gas prices and market volatility linked to the COVID-19 pandemic between the initial announcement and consummation of the Merger. Specifically, the Era share price declined from $8.59 to $5.16 between the last trading day prior to the announcement of the Merger and the date the Merger closed. The aggregate Merger consideration was based on an exchange ratio that was fixed and did not fluctuate in the event that the value of Old Bristow’s common stock increased or Era’s common stock decreased, between the date of entry into the Merger agreement and consummation of the Merger. The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended September 30, 2020, as though the Merger had occurred on November 1, 2019, the effective date of Old Bristow’s emergence from the Chapter 11 Cases. The unaudited pro forma financial information is as follows (in thousands) (1) : Three Months Ended September 30, Six Months Ended September 30, 2020 2020 Total revenues $ 304,640 $ 609,963 Net loss $ (34,333) $ (10,015) Net loss attributable to Bristow Group Inc. $ (34,200) $ (9,828) ____________________ (1) As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred in August 2020. The Company 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 income and Net income attributable to Bristow Group Inc. for the six months ended September 30, 2020, due to its nonrecurring nature. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and Equipment Acquisitions The Company made capital expenditures as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Number of aircraft delivered (1) 1 — 1 — Capital expenditures: Aircraft and equipment $ 13,710 $ 4,291 $ 15,960 $ 7,048 Land and buildings 628 232 1,346 324 Total capital expenditures $ 14,338 $ 4,523 $ 17,306 $ 7,372 ___________________________ (1) Previously leased S92 heavy helicopter acquired during the three months ended September 30, 2021 pursuant to a contractual obligation in the lease. Property and Equipment Dispositions The following table presents details on the aircraft sold or disposed of (in thousands, except for number of aircraft): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Number of aircraft sold or disposed of 6 31 9 32 Proceeds from sale or disposal of assets $ 3,188 $ 40,475 $ 13,809 $ 52,140 Deposits on assets held for sale $ — $ 3,437 $ — $ 3,437 Gain (loss) on disposal of assets $ 162 $ (8,473) $ 661 $ (2,951) Property, Equipment and Inventory Considerations |
REVENUES
REVENUES | 6 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition [Abstract] | |
REVENUES | REVENUES Revenue Recognition The Company derives its revenues primarily from oil and gas flight services, government services and fixed wing services. A majority of the Company’s revenue is generated through two types of contracts: helicopter services, which includes oil and gas, government and other services, and fixed wing services. Revenue is recognized when control of the identified distinct goods or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance obligations and the Company has determined that collection has occurred or is probable of occurring. The Company determines revenue recognition by applying the following steps: 1. Identify the contract with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations; and 5. Recognize revenue as the performance obligations are satisfied. Operating revenue from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers. Fixed-term contracts typically have original terms of one The following table shows the total revenues (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Revenues from contracts with customers $ 295,968 $ 294,245 588,566 553,653 Total other revenues 5,616 10,395 13,620 21,180 Total revenues 301,584 304,640 602,186 574,833 Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a Government services line of service which includes revenues from U.K. SAR, the U.S. Bureau of Safety and Environmental Enforcement (“BSEE”), and other government contracts. In addition, our Other activities and services (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s current lines of service. Revenues by Service Line. The following table sets forth the operating revenues earned by service line for the applicable periods (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Oil and gas services $ 193,681 $ 204,790 383,465 396,385 Government services (1) 69,742 65,610 140,184 120,233 Fixed wing services 23,501 20,310 48,057 31,781 Other services (2) 3,196 5,012 6,765 8,831 Total operating revenues $ 290,120 $ 295,722 $ 578,471 $ 557,230 ____________________ (1) Includes revenues of approximately $8.6 million and $10.6 million related to government services that were previously included in the oil and gas and other service lines for the three and six months ended September 30, 2020, respectively. (2) Includes Asia Pacific and certain Europe revenues of approximately $3.1 million and $6.6 million that were previously included in the oil and gas service line for the three and six months ended September 30, 2020, respectively. Contract Assets, Liabilities and Receivables The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services. As of September 30 and March 31, 2021, receivables related to services performed under contracts with customers were $171.8 million and $167.3 million, respectively. During the six months ended September 30, 2021, the Company recognized $8.9 million of revenues from outstanding contract liabilities. Contract liabilities related to services performed under contracts with customers were $12.6 million and $13.3 million as of September 30, 2021 and March 31, 2021, respectively. Contract liabilities are primarily generated by fixed wing services where customers pay for tickets in advance of receiving the Company’s services and advanced payments from helicopter services customers. There were no contract assets as of September 30 and March 31, 2021. Remaining Performance Obligations Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands): Remaining Performance Obligations Six Months Ending March 31, 2022 Fiscal Year Ending March 31, Total 2023 2024 2025 2026 and thereafter Outstanding Service Revenue: Helicopter contracts $ 215,454 $ 233,576 $ 187,586 $ 155,471 127,335 $ 919,422 Fixed wing contracts 589 — — — — 589 Total remaining performance obligation revenue $ 216,043 $ 233,576 $ 187,586 $ 155,471 $ 127,335 $ 920,011 |
DEBT
DEBT | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt as of September 30 and March 31, 2021, consisted of the following (in thousands): September 30, 2021 March 31, 2021 6.875% Senior Notes $ 391,613 $ 391,550 Lombard Debt 139,968 146,006 Airnorth Debt — 5,631 Humberside Debt 234 306 Total debt 531,815 543,493 Less short-term borrowings and current maturities of long-term debt (13,180) (15,965) Total long-term debt $ 518,635 $ 527,528 6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year, with the first payment on September 1, 2021. The 6.875% Senior Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event or specified asset sale, the Company may be required to repurchase the outstanding balance of the 6.875% Senior Notes. As of September 30, 2021, the Company had $8.4 million of unamortized debt issuance costs associated with the 6.875% Senior Notes. Lombard Debt — During the three and six months ended September 30, 2021, the Company made $3.3 million and $6.6 million, respectively, in principal payments on the Lombard debt. Airnorth Debt — During the three and six months ended September 30, 2021, the Company made $0.5 million and $1.1 million, respectively, in principal payments on the Airnorth debt. In August 2021, the Company made a $4.6 million payment to extinguish the debt, resulting in a loss of $0.1 million. ABL Facility — The Company’s asset-backed revolving credit facility (as amended or modified, the “ABL Facility”) matures in April 2023, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are (i) secured by certain accounts receivable owing to the borrower subsidiaries, Bristow Helicopters Limited, Bristow Norway AS, Bristow U.S. LLC and Era Helicopters, LLC (collectively, the “ABL Borrowers”), and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) fully and unconditionally guaranteed as to payment by the Company, as parent guarantor, and each of the ABL Borrowers. The ABL Facility currently provides for commitments in an aggregate amount of $85.0 million. The Company retains the ability under the ABL Facility to increase the total commitments up to a maximum aggregate amount of $115.0 million, subject to the terms and conditions therein. As of September 30, 2021, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the three months ended September 30, 2021. Letters of credit issued under the ABL Facility in the aggregate face amount of $21.6 million were outstanding on September 30, 2021. LIBOR Transition — In 2020, a number of regulators in conjunction with the FASB and the U.S. Federal Reserve announced their intention to begin the suspension and replacement of the use of LIBOR starting towards the end of calendar year 2021 with a complete phase-out to be undertaken by June 2023. The effects of this transition from LIBOR to an alternative reference rate may impact the Company’s current indebtedness that is tied to LIBOR, in addition to the potential overall financial market disruption as a result of this phase-out. The Company is currently evaluating the potential effects of this announcement on its underlying debt, but it does not expect the impact to be material. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 6 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. The fair values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items. Assets and liabilities subject to fair value measurement are categorized into one of three different levels depending on the observability of the inputs employed in the measurement, as follows: • Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs that reflect quoted prices for identical assets or liabilities in markets which are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 – unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. Fair Value of Debt The fair value of the Company’s debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of the Company’s long-term debt was estimated using discounted cash flow analysis based on market prices for those loans and estimated current rates for similar types of arrangements. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying and fair values of the Company’s debt are as follows (in thousands): Carrying Level 1 Level 2 Level 3 September 30, 2021 LIABILITIES 6.875% Senior Notes (1) $ 391,613 $ — $ 422,648 $ — Lombard Debt 139,968 — 148,226 — Humberside Debt 234 — 234 — $ 531,815 $ — $ 571,108 $ — March 31, 2021 LIABILITIES 6.875% Senior Notes (1) $ 391,550 $ — $ 398,870 $ — Lombard Debt 146,006 — 155,270 — Airnorth Debt 5,631 — 5,656 — Humberside Debt 306 — 306 — $ 543,493 $ — $ 560,102 $ — _________________ (1) The carrying value of the 6.875% Senior Notes is net of unamortized debt issuance costs of $8.4 million. The carrying values are net of unamortized discounts as follows (in thousands): September 30, 2021 March 31, 2021 Lombard Debt $ 17,195 $ 21,495 Airnorth Debt — 154 Total unamortized debt discount $ 17,195 $ 21,649 Old Bristow Preferred Stock Embedded Derivative The fair value of Old Bristow’s preferred stock embedded derivative was estimated on the pre-merger basis, using the income approach, namely a “with” and “without” analysis. The difference between the value of Old Bristow’s preferred stock in the “with” and “without” analyses represented the value of the embedded derivative. Old Bristow was private on the pre-merger basis and hence, the Old Bristow preferred stock value was estimated based on the expected exchange ratio upon the merger. As there was no trading price or any directly observable market information for the embedded derivative itself or Old Bristow’s preferred stock price the fair value of the embedded derivative represents a model value. Due to these facts and circumstances, the fair value of Old Bristow’s Preferred Stock embedded derivative was derived from Level 3 inputs, due to the nature of unobservable inputs that required significant estimates, judgments and assumptions. Changes in the fair value of the New Preferred Stock derivative liability, carried at fair value, were reported as change in fair value of the preferred stock derivative liability in the condensed consolidated statements of operations. During the six months ended September 30, 2020, the Company recognized non-cash gain of approximately $15.4 million due to an increase in the preferred stock derivative liability related to the embedded derivative in the New Preferred Stock. The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the six months ended September 30, 2020: Significant Unobservable Inputs (Level 3) Derivative financial instruments: (in thousands) March 31, 2020 $ 286,182 Change in fair value (15,416) Preferred stock shares conversion (266,846) Share repurchases (3,920) September 30, 2020 $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Fleet — The Company’s unfunded capital commitments as of September 30, 2021 consisted primarily of agreements to purchase helicopters and totaled $85.4 million, payable beginning in fiscal year 2022. The Company also had $1.3 million of deposits paid on options not yet exercised. All of the Company’s capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately $2.1 million. Included in these commitments are orders to purchase three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2023 through 2025. Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company had outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal years 2024 through 2026. The Company may, from time to time, purchase aircraft for which it has no orders. General Litigation and Disputes In July 2021, the Company settled a bankruptcy preference claim related to amounts paid under a termination agreement between Old Bristow and Columbia Helicopters, Inc. The settlement was considered a gain contingency and resulted in a $9.0 million cash receipt. The Company operates in jurisdictions internationally where it is subject to risks that include government action to obtain additional tax revenue. In a number of these jurisdictions, political unrest, the lack of well-developed legal systems and legislation that is not clear enough in its wording to determine the ultimate application, can make it difficult to determine whether legislation may impact the Company’s earnings until such time as a clear court or other ruling exists. The Company operates in jurisdictions currently where amounts may be due to governmental bodies that the Company is not currently recording liabilities for as it is unclear how broad or narrow legislation may ultimately be interpreted. The Company believes that payment of amounts in these instances is not probable at this time, but is reasonably possible. In the normal course of business, the Company is involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. In addition, from time to time, the Company is involved in tax and other disputes with various government agencies. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its condensed consolidated financial statements related thereto as appropriate. It is possible that a change in its estimates related to these exposures could occur, but the Company does not expect such changes in estimated costs or uninsured losses, if any, would have a material effect on its business, consolidated financial position or results of operations. |
TAXES
TAXES | 6 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
TAXES | TAXES The Company’s effective tax rate was 84.2% and (44.2)% during the three months ended September 30, 2021 and September 30, 2020, respectively, and (518.7)% and 10.9% during the six months ended September 30, 2021 and September 30, 2020, respectively. The effective tax rate in the six months ended September 30, 2021 includes the impact of impairment losses, utilization of net operating losses in certain foreign jurisdictions and adjustment to the Company’s valuation allowances against future realization of deductible business interest expense. The Company’s provision for income taxes for the interim period ended September 30, 2021 was prepared by applying the estimated annual income tax rate for the full fiscal year to income from continuing operations, excluding discrete items, for the reporting period. For the three months ended September 30, 2020, the Company utilized the discrete effective tax rate method to report its provision for income taxes. The relationship between the Company’s provision for or benefit from income taxes and the Company’s pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, including asset sales, (b) changes in the blend of income that is taxed based on gross revenues or at high effective tax rates versus pre-tax book income or at low effective tax rates and (c) the Company’s geographical blend of pre-tax book income. Consequently, the Company’s income tax expense or benefit does not change proportionally with the Company’s pre-tax book income or loss. Significant decreases in the Company’s pre-tax book income typically result in higher effective tax rates, while significant increases in pre-tax book income can lead to lower effective tax rates, subject to the other factors impacting income tax expense noted above. The change in the Company’s effective tax rate excluding discrete items for the three and six months ended September 30, 2021 compared to the three and six months ended September 30, 2020 primarily related to changes in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions. Additionally, the Company increased its valuation allowances by $2.9 million and $2.3 million for the six months ended September 30, 2021 and 2020, respectively. Valuation allowances are presented as reductions to the Company’s deferred tax assets. The Company evaluates its deferred tax assets quarterly, which requires significant management judgment to determine the recoverability of these deferred tax assets by assessing whether it is more likely than not that some or all of the deferred tax asset will be realized before expiration. After considering all available positive and negative evidence using a “more likely than not” standard, the Company believes it is appropriate to value against deferred tax assets related to foreign tax credits and certain foreign net operating losses. The benefit of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the condensed consolidated financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. Interest and penalties, if any, related to uncertain tax positions would be recorded in interest expense and other expense, respectively. |
STOCKHOLDERS' INVESTMENT, EARNI
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME | STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME Share Repurchases. On September 16, 2020, the Board authorized a stock repurchase plan providing for the repurchase of up to $75.0 million of the Company's common stock. Repurchases under the program may be made in the open market, including pursuant to a Rule 10b5-1 plan, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. During the three months ended September 30, 2021, the Company repurchased 547,596 shares of common stock in open market transactions for gross consideration of $14.9 million, at an average cost per share of $27.24. During the six months ended September 30, 2021, the Company repurchased 1,480,804 shares of common stock for gross consideration of $40.0 million, which is an average cost per share of $27.02. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program. Earnings per Share Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share excludes options to purchase common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share (in thousands, except share and per share amounts): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Income (loss): Net income (loss) attributable to Bristow Group Inc. $ 2,775 $ (27,861) $ (11,422) $ 43,616 Less: PIK dividends (1) — — — (12,039) Plus: Deemed contribution from conversion of preferred stock — — — 144,986 Income (loss) available to common stockholders – basic $ 2,775 $ (27,861) $ (11,422) $ 176,563 Add: PIK dividends — — — 12,039 Less: Changes in fair value of preferred stock derivative liability — — — (15,416) Income (loss) available to common stockholders – diluted $ 2,775 $ (27,861) $ (11,422) $ 173,186 Shares: Weighted average number of common shares outstanding – basic 28,233,527 29,357,959 28,844,633 20,230,285 Net effect of dilutive preferred stock — — — 13,801,372 Effect of dilutive stock options and restricted stock 451,133 — — — Weighted average number of common shares outstanding – diluted (2) 28,684,660 29,357,959 28,844,633 34,031,657 Earnings (losses) per common share - basic $ 0.10 $ (0.95) $ (0.40) $ 8.73 Earnings (losses) per common share - diluted $ 0.10 $ (0.95) $ (0.40) $ 5.09 ___________________________ (1) See Note 6 and discussion below for further details on PIK dividends and changes in fair value of preferred stock derivative liability. (2) Excludes weighted average common shares of 1,143,686 and 1,280,592 for the three months ended September 30, 2021 and 2020, respectively, and 1,656,651 and 1,267,315 for the six months ended September 30, 2021 and 2020, for certain share awards as the effect of their inclusion would have been antidilutive. Stockholders’ Investment, Old Bristow Common Stock and Old Bristow Preferred Stock In connection with the Merger, the Old Bristow preferred stock was converted into Old Bristow common stock, and then all Old Bristow common stock was subsequently converted into the Company’s common stock. As Old Bristow’s preferred stock could be redeemed in certain circumstances outside of the sole control of Old Bristow (including at the option of the holder), but was not mandatorily redeemable, the Old Bristow preferred stock was classified as mezzanine equity and initially recognized at fair value of $618.9 million as of its Emergence from Voluntary Reorganization under Chapter 11, the “Effective Date”. This amount was reduced by the fair value of the bifurcated derivative liability of $470.3 million as of the Effective Date, resulting in an initial value of $148.6 million. The difference between (a) the carrying value of the embedded derivative of $270.8 million plus the carrying value of the Preferred Stock Host of $148.6 million and (b) the fair value of the Old Bristow Common Stock of $270.7 million paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings, because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock host and embedded derivative. Prior to the Merger, there were 11,092,845 shares of Old Bristow Common Stock and 6,725,798 shares of Old Bristow Preferred Stock issued and outstanding. Old Bristow repurchased certain shares of Old Bristow Common Stock and shares of Old Bristow Preferred Stock immediately prior to the conversion of the Old Bristow Preferred Stock into Old Bristow Common Stock. The repurchase was accounted for in the same manner as the share conversion and included in the calculation described above. The Old Bristow Preferred Stock was converted into Old Bristow Common Stock at a rate of 5.179562 shares of Old Bristow Common Stock for each share of Old Bristow Preferred Stock. The Old Bristow Common Stock was then subsequently exchanged for the Combined Company Common Stock, resulting in a total of 24,195,693 shares of Combined Company Common Stock issued to Old Bristow stockholders. This resulted in a total of 30,882,471 shares of Combined Company Common Stock issued and outstanding immediately after consummation of the Merger. Accumulated Other Comprehensive Income (Loss) The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands): Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 2021 $ 32,646 $ (37,965) $ (1,596) $ (6,915) Other comprehensive income (loss) before reclassification (13,537) — 2,551 (10,986) Net current period other comprehensive income (loss) (13,537) — 2,551 (10,986) Foreign exchange rate impact (873) 873 — — Balance as of September 30, 2021 $ 18,236 $ (37,092) $ 955 $ (17,901) __________________________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. (2) Reclassification of amounts related to cash flow hedges were included as direct costs. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company conducts business in one segment: aviation services. The aviation services operations include four regions as follows: Europe, Africa, the Americas and Asia Pacific. The Europe region comprises all of the Company’s operations and affiliates in Europe, including Norway and the U.K. The Africa region comprises all of the Company’s operations and affiliates on the African continent, including Nigeria. The Americas region comprises all of the Company’s operations and affiliates in North America and South America, including Brazil, Canada, Guyana, Suriname, Trinidad and the U.S. Gulf of Mexico. The Asia Pacific region comprises all of the Company’s operations and affiliates in Australia and Southeast Asia. The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s condensed consolidated financial statements (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Region revenue from external customers: Europe $ 167,099 $ 164,920 $ 341,413 $ 331,913 Africa 18,601 23,056 35,874 54,778 Americas 95,427 95,361 181,765 154,475 Asia Pacific 20,100 21,112 42,181 33,370 Corporate and other 357 191 953 297 Total region revenue (1) $ 301,584 $ 304,640 $ 602,186 $ 574,833 _________________________________________________ (1) The above table represents disaggregated revenue from contracts with customers except for the following (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Revenues not from contracts with customers: Europe $ 1,162 $ 348 $ 1,539 $ 690 Americas (1) 4,368 9,964 11,907 20,333 Asia Pacific 86 83 174 157 Total region revenue $ 5,616 $ 10,395 $ 13,620 $ 21,180 _________________________________________________ (1) Includes revenues of approximately $0.9 million and $2.3 million from our unconsolidated affiliate in Canada, Cougar Helicopters Inc. (“Cougar”), previously included in Corporate and other for the three and six months ended September 30, 2020, respectively. Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Earnings (losses) from unconsolidated affiliates, net – equity method investments: Americas 964 1,948 (553) (30) Total losses from unconsolidated affiliates, net – equity method investments $ 964 $ 1,948 $ (553) $ (30) Consolidated operating income (loss): Europe $ 13,484 $ 19,614 $ 36,516 $ 46,926 Africa (3,493) (13,790) (14,972) (8,941) Americas 21,723 16,188 33,955 3,186 Asia Pacific (1,539) 4,535 (1,757) 3,007 Corporate and other (17,862) (40,729) (54,159) (77,761) Gain on disposal of assets 162 (8,473) 661 (2,951) Total consolidated operating loss $ 12,475 $ (22,655) $ 244 $ (36,534) Depreciation and amortization: Europe $ 8,225 $ 8,080 $ 18,169 $ 16,292 Africa 1,300 1,284 3,976 2,601 Americas 3,748 5,098 9,500 8,053 Asia Pacific 1,881 2,048 3,829 4,054 Corporate and other 2,490 2,027 5,365 3,893 Total depreciation and amortization $ 17,644 $ 18,537 $ 40,839 $ 34,893 September 30, 2021 March 31, 2021 Identifiable assets: Europe $ 966,733 $ 1,026,042 Africa 136,674 179,445 Americas 544,706 579,169 Asia Pacific 55,387 102,169 Corporate and other 157,737 105,445 Total identifiable assets $ 1,861,236 $ 1,992,270 Investments in unconsolidated affiliates – equity method: Europe $ 26 $ 679 Americas 3,120 3,851 Total investments in unconsolidated affiliates – equity method $ 3,146 $ 4,530 |
BASIS OF PRESENTATION, CONSOL_2
BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation and as a direct wholly owned subsidiary of Era. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Quarterly Report on Form 10-Q, references to: • the “Company”, “Combined Company,” “Bristow”, “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries; • “Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and • “Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the Combined Company) and its subsidiaries prior to consummation of the Merger. Pursuant to the United States (“U.S.”) generally accepted accounting principles (“GAAP”), the Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and remained the ultimate parent of the Combined Company. As a result, upon the closing of the Merger, Old Bristow’s historical financial statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements since June 12, 2020. Any reference to comparative period disclosures in the Quarterly Report on Form 10-Q refers to Old Bristow. The Company’s fiscal year ends March 31, and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 2022 is referred to as “fiscal year 2022”. The condensed consolidated financial information for the three and six months ended September 30, 2021 and September 30, 2020 has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2021. The preparation of these financial statements and accompanying footnotes requires the Company to make estimates and assumptions; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the condensed consolidated balance sheet, the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of cash flows and the condensed consolidated statements of changes in stockholders equity. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire fiscal year. The condensed consolidated financial information found on this Quarterly Form 10-Q has not been audited by the Company’s independent registered public accounting firm. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation. |
Reclassifications | Reclassifications — Certain amounts reported for prior periods in the consolidated financial statements have been reclassified to conform with the current period’s presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. Adopted In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This standard also included guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements. Not Yet Adopted In May 2021, the FASB issued ASU Update No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The purpose of this update is to clarify and reduce diversity in practice for the accounting of certain modifications or exchanges of equity written call options. Under the guidance, an issuer determines |
Revenue Recognition | Revenue Recognition The Company derives its revenues primarily from oil and gas flight services, government services and fixed wing services. A majority of the Company’s revenue is generated through two types of contracts: helicopter services, which includes oil and gas, government and other services, and fixed wing services. Revenue is recognized when control of the identified distinct goods or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance obligations and the Company has determined that collection has occurred or is probable of occurring. The Company determines revenue recognition by applying the following steps: 1. Identify the contract with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations; and 5. Recognize revenue as the performance obligations are satisfied. Operating revenue from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers. Fixed-term contracts typically have original terms of one The following table shows the total revenues (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Revenues from contracts with customers $ 295,968 $ 294,245 588,566 553,653 Total other revenues 5,616 10,395 13,620 21,180 Total revenues 301,584 304,640 602,186 574,833 Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a Government services line of service which includes revenues from U.K. SAR, the U.S. Bureau of Safety and Environmental Enforcement (“BSEE”), and other government contracts. In addition, our Other activities and services (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s current lines of service. Revenues by Service Line. The following table sets forth the operating revenues earned by service line for the applicable periods (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Oil and gas services $ 193,681 $ 204,790 383,465 396,385 Government services (1) 69,742 65,610 140,184 120,233 Fixed wing services 23,501 20,310 48,057 31,781 Other services (2) 3,196 5,012 6,765 8,831 Total operating revenues $ 290,120 $ 295,722 $ 578,471 $ 557,230 ____________________ (1) Includes revenues of approximately $8.6 million and $10.6 million related to government services that were previously included in the oil and gas and other service lines for the three and six months ended September 30, 2020, respectively. (2) Includes Asia Pacific and certain Europe revenues of approximately $3.1 million and $6.6 million that were previously included in the oil and gas service line for the three and six months ended September 30, 2020, respectively. Contract Assets, Liabilities and Receivables The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
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) : Three Months Ended September 30, Six Months Ended September 30, 2020 2020 Total revenues $ 304,640 $ 609,963 Net loss $ (34,333) $ (10,015) Net loss attributable to Bristow Group Inc. $ (34,200) $ (9,828) ____________________ (1) As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred in August 2020. The Company 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 income and Net income attributable to Bristow Group Inc. for the six months ended September 30, 2020, due to its nonrecurring nature. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Capital Expenditures And Aircraft Sold or Disposed of and Impairments on Assets Held-for-sale | The Company made capital expenditures as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Number of aircraft delivered (1) 1 — 1 — Capital expenditures: Aircraft and equipment $ 13,710 $ 4,291 $ 15,960 $ 7,048 Land and buildings 628 232 1,346 324 Total capital expenditures $ 14,338 $ 4,523 $ 17,306 $ 7,372 ___________________________ (1) Previously leased S92 heavy helicopter acquired during the three months ended September 30, 2021 pursuant to a contractual obligation in the lease. The following table presents details on the aircraft sold or disposed of (in thousands, except for number of aircraft): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Number of aircraft sold or disposed of 6 31 9 32 Proceeds from sale or disposal of assets $ 3,188 $ 40,475 $ 13,809 $ 52,140 Deposits on assets held for sale $ — $ 3,437 $ — $ 3,437 Gain (loss) on disposal of assets $ 162 $ (8,473) $ 661 $ (2,951) |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition [Abstract] | |
Schedule of Disaggregation of Revenue | The following table shows the total revenues (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Revenues from contracts with customers $ 295,968 $ 294,245 588,566 553,653 Total other revenues 5,616 10,395 13,620 21,180 Total revenues 301,584 304,640 602,186 574,833 Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Oil and gas services $ 193,681 $ 204,790 383,465 396,385 Government services (1) 69,742 65,610 140,184 120,233 Fixed wing services 23,501 20,310 48,057 31,781 Other services (2) 3,196 5,012 6,765 8,831 Total operating revenues $ 290,120 $ 295,722 $ 578,471 $ 557,230 ____________________ (1) Includes revenues of approximately $8.6 million and $10.6 million related to government services that were previously included in the oil and gas and other service lines for the three and six months ended September 30, 2020, respectively. (2) Includes Asia Pacific and certain Europe revenues of approximately $3.1 million and $6.6 million that were previously included in the oil and gas service line for the three and six months ended September 30, 2020, respectively. |
Schedule of Remaining Performance Obligations | The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands): Remaining Performance Obligations Six Months Ending March 31, 2022 Fiscal Year Ending March 31, Total 2023 2024 2025 2026 and thereafter Outstanding Service Revenue: Helicopter contracts $ 215,454 $ 233,576 $ 187,586 $ 155,471 127,335 $ 919,422 Fixed wing contracts 589 — — — — 589 Total remaining performance obligation revenue $ 216,043 $ 233,576 $ 187,586 $ 155,471 $ 127,335 $ 920,011 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt as of September 30 and March 31, 2021, consisted of the following (in thousands): September 30, 2021 March 31, 2021 6.875% Senior Notes $ 391,613 $ 391,550 Lombard Debt 139,968 146,006 Airnorth Debt — 5,631 Humberside Debt 234 306 Total debt 531,815 543,493 Less short-term borrowings and current maturities of long-term debt (13,180) (15,965) Total long-term debt $ 518,635 $ 527,528 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of debt | The carrying and fair values of the Company’s debt are as follows (in thousands): Carrying Level 1 Level 2 Level 3 September 30, 2021 LIABILITIES 6.875% Senior Notes (1) $ 391,613 $ — $ 422,648 $ — Lombard Debt 139,968 — 148,226 — Humberside Debt 234 — 234 — $ 531,815 $ — $ 571,108 $ — March 31, 2021 LIABILITIES 6.875% Senior Notes (1) $ 391,550 $ — $ 398,870 $ — Lombard Debt 146,006 — 155,270 — Airnorth Debt 5,631 — 5,656 — Humberside Debt 306 — 306 — $ 543,493 $ — $ 560,102 $ — _________________ (1) The carrying value of the 6.875% Senior Notes is net of unamortized debt issuance costs of $8.4 million. The carrying values are net of unamortized discounts as follows (in thousands): September 30, 2021 March 31, 2021 Lombard Debt $ 17,195 $ 21,495 Airnorth Debt — 154 Total unamortized debt discount $ 17,195 $ 21,649 |
Rollforward of Preferred Stock Embedded Derivative Level 3 Fair Value Measurements | The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the six months ended September 30, 2020: Significant Unobservable Inputs (Level 3) Derivative financial instruments: (in thousands) March 31, 2020 $ 286,182 Change in fair value (15,416) Preferred stock shares conversion (266,846) Share repurchases (3,920) September 30, 2020 $ — |
STOCKHOLDERS' INVESTMENT, EAR_2
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table shows the computation of basic and diluted earnings per share (in thousands, except share and per share amounts): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Income (loss): Net income (loss) attributable to Bristow Group Inc. $ 2,775 $ (27,861) $ (11,422) $ 43,616 Less: PIK dividends (1) — — — (12,039) Plus: Deemed contribution from conversion of preferred stock — — — 144,986 Income (loss) available to common stockholders – basic $ 2,775 $ (27,861) $ (11,422) $ 176,563 Add: PIK dividends — — — 12,039 Less: Changes in fair value of preferred stock derivative liability — — — (15,416) Income (loss) available to common stockholders – diluted $ 2,775 $ (27,861) $ (11,422) $ 173,186 Shares: Weighted average number of common shares outstanding – basic 28,233,527 29,357,959 28,844,633 20,230,285 Net effect of dilutive preferred stock — — — 13,801,372 Effect of dilutive stock options and restricted stock 451,133 — — — Weighted average number of common shares outstanding – diluted (2) 28,684,660 29,357,959 28,844,633 34,031,657 Earnings (losses) per common share - basic $ 0.10 $ (0.95) $ (0.40) $ 8.73 Earnings (losses) per common share - diluted $ 0.10 $ (0.95) $ (0.40) $ 5.09 ___________________________ (1) See Note 6 and discussion below for further details on PIK dividends and changes in fair value of preferred stock derivative liability. (2) Excludes weighted average common shares of 1,143,686 and 1,280,592 for the three months ended September 30, 2021 and 2020, respectively, and 1,656,651 and 1,267,315 for the six months ended September 30, 2021 and 2020, for certain share awards as the effect of their inclusion would have been antidilutive. |
Schedule of accumulated other comprehensive income (loss) | The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands): Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 2021 $ 32,646 $ (37,965) $ (1,596) $ (6,915) Other comprehensive income (loss) before reclassification (13,537) — 2,551 (10,986) Net current period other comprehensive income (loss) (13,537) — 2,551 (10,986) Foreign exchange rate impact (873) 873 — — Balance as of September 30, 2021 $ 18,236 $ (37,092) $ 955 $ (17,901) __________________________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. (2) Reclassification of amounts related to cash flow hedges were included as direct costs. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of revenue by segment | The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s condensed consolidated financial statements (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Region revenue from external customers: Europe $ 167,099 $ 164,920 $ 341,413 $ 331,913 Africa 18,601 23,056 35,874 54,778 Americas 95,427 95,361 181,765 154,475 Asia Pacific 20,100 21,112 42,181 33,370 Corporate and other 357 191 953 297 Total region revenue (1) $ 301,584 $ 304,640 $ 602,186 $ 574,833 _________________________________________________ (1) The above table represents disaggregated revenue from contracts with customers except for the following (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Revenues not from contracts with customers: Europe $ 1,162 $ 348 $ 1,539 $ 690 Americas (1) 4,368 9,964 11,907 20,333 Asia Pacific 86 83 174 157 Total region revenue $ 5,616 $ 10,395 $ 13,620 $ 21,180 _________________________________________________ (1) Includes revenues of approximately $0.9 million and $2.3 million from our unconsolidated affiliate in Canada, Cougar Helicopters Inc. (“Cougar”), previously included in Corporate and other for the three and six months ended September 30, 2020, respectively. |
Operating Performance and Total Assets by Segment | Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Earnings (losses) from unconsolidated affiliates, net – equity method investments: Americas 964 1,948 (553) (30) Total losses from unconsolidated affiliates, net – equity method investments $ 964 $ 1,948 $ (553) $ (30) Consolidated operating income (loss): Europe $ 13,484 $ 19,614 $ 36,516 $ 46,926 Africa (3,493) (13,790) (14,972) (8,941) Americas 21,723 16,188 33,955 3,186 Asia Pacific (1,539) 4,535 (1,757) 3,007 Corporate and other (17,862) (40,729) (54,159) (77,761) Gain on disposal of assets 162 (8,473) 661 (2,951) Total consolidated operating loss $ 12,475 $ (22,655) $ 244 $ (36,534) Depreciation and amortization: Europe $ 8,225 $ 8,080 $ 18,169 $ 16,292 Africa 1,300 1,284 3,976 2,601 Americas 3,748 5,098 9,500 8,053 Asia Pacific 1,881 2,048 3,829 4,054 Corporate and other 2,490 2,027 5,365 3,893 Total depreciation and amortization $ 17,644 $ 18,537 $ 40,839 $ 34,893 September 30, 2021 March 31, 2021 Identifiable assets: Europe $ 966,733 $ 1,026,042 Africa 136,674 179,445 Americas 544,706 579,169 Asia Pacific 55,387 102,169 Corporate and other 157,737 105,445 Total identifiable assets $ 1,861,236 $ 1,992,270 Investments in unconsolidated affiliates – equity method: Europe $ 26 $ 679 Americas 3,120 3,851 Total investments in unconsolidated affiliates – equity method $ 3,146 $ 4,530 |
BASIS OF PRESENTATION, CONSOL_3
BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Loss on sale of subsidiaries | $ 0 | $ 0 | $ 2,002 | $ 0 |
Hauser | ||||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Noncontrolling ownership percentage | 75.00% | 75.00% | ||
Hauser | Sicher | ||||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Noncontrolling ownership percentage | 100.00% | 100.00% | ||
Petroleum Air Services | ||||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Economic interest ownership percentage | 25.00% | 25.00% | ||
Loss on investment | $ 16,000 | |||
Equity securities without readily determinable fair value | $ 17,000 | $ 17,000 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2020USD ($)director$ / shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Jan. 24, 2020$ / shares |
Business Acquisition [Line Items] | |||||||
Number of directors | director | 8 | ||||||
Number of directors designated by Bristow | director | 6 | ||||||
Aggregate fair value of aircraft acquired | $ 179,900 | ||||||
Gain on bargain purchase | $ 0 | $ 5,660 | $ 0 | $ 81,093 | |||
Era | |||||||
Business Acquisition [Line Items] | |||||||
Gain on bargain purchase | $ 75,400 | $ 81,100 | |||||
Bargain purchase gain, increase | $ 5,700 | ||||||
Former Bristow stockholders | Combined Company Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage | 77.00% | ||||||
Era Common Stockholders | Combined Company Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage | 23.00% | ||||||
Era | |||||||
Business Acquisition [Line Items] | |||||||
Price per share (in USD per share) | $ / shares | $ 5.16 | $ 8.59 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Acquisition Date Fair Value (Details) - Era $ in Thousands | Jun. 11, 2020USD ($) |
Business Acquisition [Line Items] | |
Total consideration transferred | $ 108,735 |
Fair value of redeemable noncontrolling interest | 1,501 |
Total fair value of Era | 110,236 |
Common stock | |
Business Acquisition [Line Items] | |
Fair value of stock transferred | 106,440 |
Accelerated stock awards | |
Business Acquisition [Line Items] | |
Fair value of stock transferred | 2,067 |
Stock awards | |
Business Acquisition [Line Items] | |
Fair value of stock transferred | $ 228 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Fair Value of Assets and Liabilities (Details) - Era $ in Thousands | Jun. 11, 2020USD ($) |
Business Acquisition [Line Items] | |
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 |
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 |
BUSINESS COMBINATIONS - Sched_3
BUSINESS COMBINATIONS - Schedule of Pro Forma Consolidated Financial Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | |
Lider | |||
Business Acquisition [Line Items] | |||
Impairment of investment in unconsolidated affiliates | $ 18,700 | ||
Era | |||
Business Acquisition [Line Items] | |||
Total revenues | $ 304,640 | $ 609,963 | |
Net loss | (34,333) | (10,015) | |
Net loss attributable to Bristow Group Inc. | $ (34,200) | $ (9,828) |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment Acquisitions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021USD ($)aircraft | Sep. 30, 2020USD ($)aircraft | Sep. 30, 2021USD ($)aircraft | Sep. 30, 2020USD ($)aircraft | |
Property, Plant and Equipment [Line Items] | ||||
Number of aircraft delivered | aircraft | 1 | 0 | 1 | 0 |
Capital expenditures | $ 14,338 | $ 4,523 | $ 17,306 | $ 7,372 |
Aircraft and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Capital expenditures | 13,710 | 4,291 | 15,960 | 7,048 |
Land and buildings | ||||
Property, Plant and Equipment [Line Items] | ||||
Capital expenditures | $ 628 | $ 232 | $ 1,346 | $ 324 |
PROPERTY AND EQUIPMENT - Prop_2
PROPERTY AND EQUIPMENT - Property and Equipment Disposals (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021USD ($)aircraft | Sep. 30, 2020USD ($)aircraft | Sep. 30, 2021USD ($)aircraft | Sep. 30, 2020USD ($)aircraft | |
Property, Plant and Equipment [Abstract] | ||||
Number of aircraft sold or disposed of | aircraft | 6 | 31 | 9 | 32 |
Proceeds from sale or disposal of assets | $ 3,188 | $ 40,475 | $ 13,809 | $ 52,140 |
Deposits on assets held for sale | 0 | 3,437 | 0 | 3,437 |
Gain (loss) on disposal of assets | $ 162 | $ (8,473) | $ 661 | $ (2,951) |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Impairment | $ 2.9 | $ 12.4 | $ 8.8 | $ 12.4 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) | 6 Months Ended | |
Sep. 30, 2021USD ($)contract | Mar. 31, 2021USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Types of contracts | contract | 2 | |
Revenue recognized | $ 8,900,000 | |
Contract with customer, liability | 12,600,000 | $ 13,300,000 |
Contract with customer, asset, after allowance for credit loss | $ 0 | 0 |
Low | ||
Disaggregation of Revenue [Line Items] | ||
Period of service | 1 year | |
Invoicing payment due period | 30 days | |
Contract termination notice period | 30 days | |
High | ||
Disaggregation of Revenue [Line Items] | ||
Period of service | 5 years | |
Invoicing payment due period | 60 days | |
Contract termination notice period | 365 days | |
Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Contracts with customers | $ 171,800,000 | $ 167,300,000 |
REVENUES- Schedule of Revenue (
REVENUES- Schedule of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue Recognition [Abstract] | ||||
Revenues from contracts with customers | $ 295,968 | $ 294,245 | $ 588,566 | $ 553,653 |
Total other revenues | 5,616 | 10,395 | 13,620 | 21,180 |
Revenue | $ 301,584 | $ 304,640 | $ 602,186 | $ 574,833 |
REVENUES - Schedule of Revenues
REVENUES - Schedule of Revenues by Service Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 301,584 | $ 304,640 | $ 602,186 | $ 574,833 |
Oil and gas services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 193,681 | 204,790 | 383,465 | 396,385 |
Oil and gas services | Reclassification Adjustment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (3,100) | (6,600) | ||
Government services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 69,742 | 65,610 | 140,184 | 120,233 |
Government services | Reclassification Adjustment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,600 | 10,600 | ||
Fixed wing services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 23,501 | 20,310 | 48,057 | 31,781 |
Other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,196 | 5,012 | 6,765 | 8,831 |
Other services | Reclassification Adjustment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,100 | 6,600 | ||
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 290,120 | 295,722 | $ 578,471 | 557,230 |
Oil and Gas and Other Services | Reclassification Adjustment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ (8,600) | $ (10,600) |
REVENUES - Remaining Performanc
REVENUES - Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 920,011 |
Helicopter contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | 919,422 |
Fixed wing contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 589 |
REVENUES - Remaining Performa_2
REVENUES - Remaining Performance Obligations Total (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 920,011 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 216,043 |
Remaining performance obligation, expected timing | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 233,576 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 187,586 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 155,471 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 127,335 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 919,422 |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 215,454 |
Remaining performance obligation, expected timing | 6 months |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 233,576 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 187,586 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 155,471 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 127,335 |
Remaining performance obligation, expected timing | 1 year |
Fixed wing contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 589 |
Fixed wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 589 |
Remaining performance obligation, expected timing | 6 months |
Fixed wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
Fixed wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
Fixed wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
Fixed wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 531,815 | $ 543,493 | |
Less short-term borrowings and current maturities of long-term debt | (13,180) | (15,965) | |
Total long-term debt | 518,635 | 527,528 | |
Senior Notes | 6.875% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 391,613 | 391,550 | |
Stated interest rate | 6.875% | 6.875% | |
Secured Debt | Lombard Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 139,968 | 146,006 | |
Secured Debt | Airnorth Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 5,631 | |
Secured Debt | Humberside Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 234 | $ 306 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 12,479,000 | $ 85,369,000 | ||||
Loss on extinguishment of debt | $ 124,000 | $ 0 | $ 124,000 | $ 615,000 | ||
Senior Notes | 6.875% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 6.875% | 6.875% | 6.875% | |||
Face amount | $ 400,000,000 | |||||
Proceeds from issuance of long-term debt | $ 395,000,000 | |||||
Unamortized debt issuance costs | $ 8,400,000 | $ 8,400,000 | ||||
Secured Debt | Lombard Debt | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | 3,300,000 | 6,600,000 | ||||
Secured Debt | Airnorth Debt | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | 500,000 | 1,100,000 | ||||
Extinguishment of debt | $ 4,600,000 | |||||
Loss on extinguishment of debt | $ 100,000 | |||||
Line of Credit | ABL Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 85,000,000 | 85,000,000 | ||||
Increase limit | 115,000,000 | 115,000,000 | ||||
Aggregate face amount outstanding | $ 21,600,000 | $ 21,600,000 |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 |
Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate | 6.875% | 6.875% | |
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 531,815 | $ 543,493 | |
Carrying Value | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 391,613 | 391,550 | |
Stated interest rate | 6.875% | ||
Carrying Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 139,968 | 146,006 | |
Carrying Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 5,631 | ||
Carrying Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 234 | 306 | |
Level 1 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | ||
Level 1 | Fair Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 2 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 571,108 | 560,102 | |
Level 2 | Fair Value | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 422,648 | 398,870 | |
Level 2 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 148,226 | 155,270 | |
Level 2 | Fair Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 5,656 | ||
Level 2 | Fair Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 234 | 306 | |
Level 3 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | ||
Level 3 | Fair Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 0 | $ 0 |
FAIR VALUE DISCLOSURES - Narrat
FAIR VALUE DISCLOSURES - Narrative (Details) - USD ($) $ in Thousands | Jun. 11, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Fair Value Disclosures [Abstract] | |||||
Change in fair value of preferred stock derivative liability | $ 0 | $ 0 | $ 0 | $ 15,416 | |
Call right, conversion of preferred stock ratio (in shares) | 5.17962 |
FAIR VALUE DISCLOSURES - Schedu
FAIR VALUE DISCLOSURES - Schedule of Unamortized Debt Discount (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unamortized discount | $ 17,195 | $ 21,649 |
Lombard Debt | Secured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unamortized discount | 17,195 | 21,495 |
Airnorth Debt | Secured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unamortized discount | $ 0 | $ 154 |
FAIR VALUE DISCLOSURES - Rollfo
FAIR VALUE DISCLOSURES - Rollforward of Preferred Stock Embedded Derivative (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 286,182 |
Change in fair value | (15,416) |
Preferred stock shares conversion | (266,846) |
Share repurchases | (3,920) |
Ending balance | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Sep. 30, 2021USD ($)helicopter | Jul. 31, 2021USD ($) |
Other Commitments [Line Items] | ||
Additional helicopters | helicopter | 10 | |
Gain contingency | $ 9 | |
Aircraft | ||
Other Commitments [Line Items] | ||
Purchase obligations | $ 85.4 | |
Deposits paid on options not yet exercised | 1.3 | |
Unrecorded unconditional purchase obligation balance sheet amount related to liquidated damage | $ 2.1 | |
AW189 Heavy Helicopters | ||
Other Commitments [Line Items] | ||
Number of helicopters | helicopter | 3 | |
AW169 Light Twin Helicopters | ||
Other Commitments [Line Items] | ||
Number of helicopters | helicopter | 5 |
TAXES (Details)
TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 84.20% | (44.20%) | (518.70%) | 10.90% |
Valuation allowance, deferred tax asset | $ 2.9 | $ 2.3 |
STOCKHOLDERS' INVESTMENT, EAR_3
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Narrative (Details) - USD ($) | Jun. 11, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 16, 2020 | Jun. 30, 2020 | Jun. 10, 2020 | Mar. 31, 2020 | Oct. 31, 2019 |
Class of Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 75,000,000 | |||||||||
Purchase of treasury shares (in shares) | 547,596 | 1,480,804 | ||||||||
Purchase of treasury shares | $ 14,900,000 | $ 7,579,000 | $ 40,000,000 | |||||||
Purchase of treasury shares (in dollars per share) | $ 27.24 | $ 27.02 | ||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 25,000,000 | $ 25,000,000 | ||||||||
Mezzanine equity, initial fair value | $ 618,900,000 | |||||||||
Derivative liability | 470,300,000 | |||||||||
Mezzanine equity, fair value | 0 | $ 0 | 0 | $ 1,572,000 | $ 0 | $ 149,785,000 | 148,600,000 | |||
Common stock | $ 303,000 | $ 303,000 | $ 303,000 | |||||||
Common stock, shares issued (in shares) | 30,882,471 | 11,092,845 | ||||||||
Preferred stock, shares issued (in shares) | 6,725,798 | |||||||||
Conversion rate of stock (in shares) | 5.179562 | |||||||||
Legacy Bristow stockholders | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 24,195,693 | |||||||||
Carrying Value | ||||||||||
Class of Stock [Line Items] | ||||||||||
Derivative liability | 270,800,000 | |||||||||
Common stock | $ 270,700,000 |
STOCKHOLDERS' INVESTMENT, EAR_4
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income (loss): | |||||
Net income (loss) attributable to Bristow Group Inc. | $ 2,775 | $ (27,861) | $ (11,422) | $ 43,616 | |
Less: PIK dividends | 0 | 0 | 0 | (12,039) | |
Plus: Deemed contribution from conversion of preferred stock | 0 | 0 | 0 | 144,986 | |
Income (loss) available to common stockholders – basic | 2,775 | (27,861) | (11,422) | 176,563 | |
Add: PIK dividends | 0 | 0 | 0 | 12,039 | |
Less: Changes in fair value of preferred stock derivative liability | 0 | 0 | 0 | (15,416) | |
Income (loss) available to common stockholders – diluted | $ 2,775 | $ (27,861) | $ (11,422) | $ 173,186 | |
Shares: | |||||
Weighted average number of common shares outstanding – basic (in shares) | [1] | 28,233,527 | 29,357,959 | 28,844,633 | 20,230,285 |
Net effect of dilutive preferred stock (in shares) | 0 | 0 | 0 | 13,801,372 | |
Effect of dilutive stock options and restricted stock (in shares) | 451,133 | 0 | 0 | 0 | |
Weighted average number of common shares outstanding – diluted (in shares) | [1] | 28,684,660 | 29,357,959 | 28,844,633 | 34,031,657 |
Earnings (losses) per common share - basic (in dollars per share) | [1] | $ 0.10 | $ (0.95) | $ (0.40) | $ 8.73 |
Earnings (losses) per common share - diluted (in dollars per share) | [1] | $ 0.10 | $ (0.95) | $ (0.40) | $ 5.09 |
Weighted average common shares excluded from computation (in shares) | 1,143,686 | 1,280,592 | 1,656,651 | 1,267,315 | |
[1] | See Note 9 to the condensed consolidated financial statements for details on prior year income (loss) per share and weighted average common shares outstanding. |
STOCKHOLDERS' INVESTMENT, EAR_5
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Beginning balance | $ 862,158 | $ 897,071 | $ 1,029,180 | $ 426,216 | $ 897,071 | $ 426,216 |
Total comprehensive income (loss) | (13,152) | 2,166 | 14,043 | 2,278 | ||
Foreign exchange rate impact | (15,683) | 15,326 | (14,411) | 18,485 | ||
Ending balance | 838,999 | 862,158 | 1,010,059 | 1,029,180 | 838,999 | 1,010,059 |
Currency Translation Adjustments | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Beginning balance | 32,646 | 32,646 | ||||
Other comprehensive income (loss) before reclassification | (13,537) | |||||
Total comprehensive income (loss) | (13,537) | |||||
Foreign exchange rate impact | (873) | |||||
Ending balance | 18,236 | 18,236 | ||||
Pension Liability Adjustments | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Beginning balance | (37,965) | (37,965) | ||||
Other comprehensive income (loss) before reclassification | 0 | |||||
Total comprehensive income (loss) | 0 | |||||
Foreign exchange rate impact | 873 | |||||
Ending balance | (37,092) | (37,092) | ||||
Unrealized gain (loss) on cash flow hedges | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Beginning balance | (1,596) | (1,596) | ||||
Other comprehensive income (loss) before reclassification | 2,551 | |||||
Total comprehensive income (loss) | 2,551 | |||||
Foreign exchange rate impact | 0 | |||||
Ending balance | 955 | 955 | ||||
Total | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Beginning balance | (4,749) | (6,915) | (6,363) | (8,641) | (6,915) | (8,641) |
Other comprehensive income (loss) before reclassification | (10,986) | |||||
Total comprehensive income (loss) | (13,152) | 2,166 | 14,043 | 2,278 | (10,986) | |
Foreign exchange rate impact | 0 | |||||
Ending balance | $ (17,901) | $ (4,749) | $ 7,680 | $ (6,363) | $ (17,901) | $ 7,680 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 6 Months Ended |
Sep. 30, 2021segmentregion | |
Segment Reporting [Abstract] | |
Number of operating segments | segment | 1 |
Number of regions | region | 4 |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Region revenue from external customers | $ 301,584 | $ 304,640 | $ 602,186 | $ 574,833 |
Revenue not from contracts with customers | 5,616 | 10,395 | 13,620 | 21,180 |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Region revenue from external customers | 357 | 191 | 953 | 297 |
Europe | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Region revenue from external customers | 167,099 | 164,920 | 341,413 | 331,913 |
Revenue not from contracts with customers | 1,162 | 348 | 1,539 | 690 |
Africa | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Region revenue from external customers | 18,601 | 23,056 | 35,874 | 54,778 |
Americas | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Region revenue from external customers | 95,427 | 95,361 | 181,765 | 154,475 |
Revenue not from contracts with customers | 4,368 | 9,964 | 11,907 | 20,333 |
Americas | Reportable Geographical Components | Reclassification Adjustment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue not from contracts with customers | 900 | 2,300 | ||
Asia Pacific | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Region revenue from external customers | 20,100 | 21,112 | 42,181 | 33,370 |
Revenue not from contracts with customers | $ 86 | $ 83 | $ 174 | $ 157 |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Performance and Total Assets by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Total losses from unconsolidated affiliates, net – equity method investments | $ 964 | $ 1,948 | $ (553) | $ (30) | |
Gain on disposal of assets | 162 | (8,473) | 661 | (2,951) | |
Operating income (loss) | 12,475 | (22,655) | 244 | (36,534) | |
Depreciation and amortization | 17,644 | 18,537 | 40,839 | 34,893 | |
Total identifiable assets | 1,861,236 | 1,861,236 | $ 1,992,270 | ||
Total investments in unconsolidated affiliates – equity method | 3,146 | 3,146 | 4,530 | ||
Corporate and other | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | (17,862) | (40,729) | (54,159) | (77,761) | |
Depreciation and amortization | 2,490 | 2,027 | 5,365 | 3,893 | |
Total identifiable assets | 157,737 | 157,737 | 105,445 | ||
Europe | Reportable Geographical Components | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | 13,484 | 19,614 | 36,516 | 46,926 | |
Depreciation and amortization | 8,225 | 8,080 | 18,169 | 16,292 | |
Total identifiable assets | 966,733 | 966,733 | 1,026,042 | ||
Total investments in unconsolidated affiliates – equity method | 26 | 26 | 679 | ||
Africa | Reportable Geographical Components | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | (3,493) | (13,790) | (14,972) | (8,941) | |
Depreciation and amortization | 1,300 | 1,284 | 3,976 | 2,601 | |
Total identifiable assets | 136,674 | 136,674 | 179,445 | ||
Americas | |||||
Segment Reporting Information [Line Items] | |||||
Total losses from unconsolidated affiliates, net – equity method investments | 964 | 1,948 | (553) | (30) | |
Americas | Reportable Geographical Components | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | 21,723 | 16,188 | 33,955 | 3,186 | |
Depreciation and amortization | 3,748 | 5,098 | 9,500 | 8,053 | |
Total identifiable assets | 544,706 | 544,706 | 579,169 | ||
Total investments in unconsolidated affiliates – equity method | 3,120 | 3,120 | 3,851 | ||
Asia Pacific | Reportable Geographical Components | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | (1,539) | 4,535 | (1,757) | 3,007 | |
Depreciation and amortization | 1,881 | $ 2,048 | 3,829 | $ 4,054 | |
Total identifiable assets | $ 55,387 | $ 55,387 | $ 102,169 |