Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | May 24, 2022 | Sep. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2022 | ||
Current Fiscal Year End Date | --03-31 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 739,571,514 | ||
Entity Common Stock, Shares Outstanding | 28,299,453 | ||
Entity Central Index Key | 0001525221 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Mar. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG |
Auditor Location | Houston, TX |
Auditor Firm ID | 185 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |||||
Revenues: | ||||||||
Total revenues | $ 485,763 | $ 757,223 | $ 1,185,204 | $ 1,178,062 | ||||
Costs and expenses: | ||||||||
General and administrative expenses | 64,960 | 88,392 | 159,062 | 153,270 | ||||
Merger and integration costs | 6,330 | 0 | 3,240 | 42,842 | ||||
Restructuring costs | 227 | 4,539 | 3,098 | 25,773 | ||||
Prepetition restructuring charges | 0 | 13,476 | 0 | 0 | ||||
Depreciation and amortization expense | 28,238 | 70,864 | 74,981 | 70,078 | ||||
Total costs and expenses | 488,075 | 780,134 | 1,158,795 | 1,181,925 | ||||
Loss on impairment | (9,591) | (62,101) | (24,835) | (91,260) | ||||
Gain (loss) on disposal of assets | (451) | (3,768) | 1,347 | (8,199) | ||||
Earnings (losses) from unconsolidated affiliates, net | 7,262 | 6,589 | (1,738) | 426 | ||||
Operating income (loss) | (5,092) | (82,191) | 1,183 | (102,896) | ||||
Interest income | 662 | 822 | 161 | 1,293 | ||||
Interest expense | (22,964) | (128,658) | (41,521) | (51,259) | ||||
Loss on extinguishment of debt | 0 | 0 | (124) | (29,359) | ||||
Reorganization items, net | (7,232) | (617,973) | (621) | 1,577 | ||||
Loss on sale of subsidiaries | 0 | (55,883) | (2,002) | 0 | ||||
Change in fair value of preferred stock derivative liability | 184,140 | 0 | 0 | 15,416 | ||||
Gain on bargain purchase | 0 | 0 | 0 | 81,093 | ||||
Other, net | (9,956) | (3,501) | 38,505 | 27,495 | ||||
Total other income (expense), net | 144,650 | (805,193) | (5,602) | 46,256 | ||||
Income (loss) before income taxes | 139,558 | (887,384) | (4,419) | (56,640) | ||||
Income tax benefit (expense) | (482) | 51,178 | (11,294) | 355 | ||||
Net income (loss) | 139,076 | (836,206) | (15,713) | (56,285) | ||||
Net (income) loss attributable to noncontrolling interests | 152 | (208) | (78) | 191 | ||||
Net income (loss) attributable to Bristow Group Inc. | $ 139,228 | $ (836,414) | $ (15,791) | $ (56,094) | ||||
Income (loss): | ||||||||
Income (loss) per common share - basic (in dollars per share) | [1] | $ 20.11 | $ (23.29) | $ (0.55) | $ 3.12 | |||
Income (loss) per common share - diluted (in dollars per share) | [1] | $ (1.51) | $ (23.29) | $ (0.55) | $ 2.32 | |||
Weighted average common shares outstanding: | ||||||||
Weighted average number of common shares outstanding – basic (in shares) | [1] | 5,641 | 35,919 | 28,533 | 24,601 | |||
Weighted average number of common shares outstanding – diluted (in shares) | 29,806 | [1] | 35,919 | [1] | 28,533 | 31,676 | [1] | |
Operating revenues | ||||||||
Revenues: | ||||||||
Total revenues | $ 467,725 | $ 722,919 | $ 1,139,063 | $ 1,139,024 | ||||
Costs and expenses: | ||||||||
Operating expenses | 370,637 | 569,840 | 872,857 | 851,173 | ||||
Reimbursable revenues | ||||||||
Revenues: | ||||||||
Total revenues | 18,038 | 34,304 | 46,141 | 39,038 | ||||
Costs and expenses: | ||||||||
Operating expenses | $ 17,683 | $ 33,023 | $ 45,557 | $ 38,789 | ||||
[1] | See Note 15 to the consolidated financial statements for details on income (loss) per share and weighted average common shares outstanding. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 139,076 | $ (836,206) | $ (15,713) | $ (56,285) |
Other comprehensive income (loss): | ||||
Currency translation adjustments | (16,440) | 23,004 | (25,274) | 49,803 |
Pension liability adjustment | 6,389 | 0 | 5,962 | (45,071) |
Unrealized gain (loss) on cash flow hedges, net of tax | 1,410 | (682) | 2,777 | (3,006) |
Total other comprehensive income (loss) | (8,641) | 22,322 | (16,535) | 1,726 |
Total comprehensive income (loss) | 130,435 | (813,884) | (32,248) | (54,559) |
Net comprehensive (income) loss attributable to noncontrolling interests | 152 | (208) | (78) | 191 |
Total comprehensive income (loss) attributable to Bristow Group Inc. | $ 130,587 | $ (814,092) | $ (32,326) | $ (54,368) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 263,769 | $ 228,010 |
Restricted cash | 2,245 | 3,069 |
Accounts receivables, net | 203,771 | 215,620 |
Inventories | 81,674 | 92,180 |
Assets held for sale | 59 | 14,750 |
Prepaid expenses and other current assets | 28,367 | 32,119 |
Total current assets | 579,885 | 585,748 |
Property and equipment | 1,092,140 | 1,090,094 |
Accumulated depreciation and amortization | (149,532) | (85,535) |
Property and equipment, net | 942,608 | 1,004,559 |
Investment in unconsolidated affiliates | 17,585 | 37,530 |
Right-of-use assets | 193,505 | 246,667 |
Other assets | 90,696 | 117,766 |
Total assets | 1,824,279 | 1,992,270 |
Current liabilities: | ||
Accounts payable | 63,497 | 69,542 |
Accrued wages, benefits and related taxes | 53,424 | 58,595 |
Income taxes payable and other accrued taxes | 13,410 | 19,972 |
Deferred revenue | 15,161 | 13,598 |
Accrued maintenance and repairs | 38,354 | 26,907 |
Current portion of operating lease liabilities | 69,866 | 77,909 |
Accrued interest and other accrued liabilities | 21,284 | 22,632 |
Short-term borrowings and current maturities of long-term debt | 12,759 | 15,965 |
Total current liabilities | 287,755 | 305,120 |
Long-term debt, less current maturities | 512,909 | 527,528 |
Accrued pension liabilities | 18,170 | 44,150 |
Other liabilities and deferred credits | 4,825 | 6,681 |
Deferred taxes | 39,811 | 42,430 |
Long-term operating lease liabilities | 125,441 | 167,718 |
Total liabilities | 988,911 | 1,093,627 |
Commitments and contingencies (Note 9) | ||
Redeemable noncontrolling interests | 0 | 1,572 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 110,000 authorized; 28,287 and 29,694 outstanding as of March 31, 2022 and 2021, respectively | 303 | 303 |
Additional paid-in capital | 699,401 | 687,715 |
Retained earnings | 211,220 | 227,011 |
Treasury shares, at cost; 1,983 and 467 shares as of March 31, 2022 and 2021, respectively | (51,659) | (10,501) |
Accumulated other comprehensive loss | (23,450) | (6,915) |
Total Bristow Group Inc. stockholders’equity | 835,815 | 897,613 |
Noncontrolling interests | (447) | (542) |
Total stockholders’ equity | 835,368 | 897,071 |
Total liabilities and stockholders’ equity | $ 1,824,279 | $ 1,992,270 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
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) | 28,287,000 | 29,694,000 |
Treasury stock (in shares) | 1,983,000 | 467,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 139,076 | $ (836,206) | $ (15,713) | $ (56,285) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization expense | 43,741 | 70,864 | 87,236 | 90,464 |
Deferred income taxes | (4,866) | (62,476) | (1,744) | (15,468) |
Loss on extinguishment of debt | 0 | 0 | 124 | 29,359 |
Write-off of deferred financing fees | 0 | 4,038 | 0 | 117 |
Bad debt expense | 0 | 0 | 309 | 1,766 |
Amortization of deferred financing fees | 0 | 0 | 1,323 | 0 |
Discount amortization on long-term debt | 5,890 | 1,563 | 7,710 | 16,146 |
Reorganization items, net | (16,254) | 552,304 | 0 | (1,577) |
Loss (gain) on disposal of assets | 451 | 3,768 | (1,347) | 8,199 |
Loss on impairment | 9,591 | 62,101 | 24,835 | 91,260 |
Loss on sale of subsidiaries | 0 | 55,883 | 2,002 | 0 |
Deferral of lease payments | 0 | 285 | 0 | 0 |
Beneficial conversion feature on DIP Loan | 0 | 56,870 | 0 | 0 |
Gain on insurance receivable | 0 | 0 | 0 | (2,614) |
DIP Claim Liability | 0 | 15,000 | 0 | 0 |
Gain on bargain purchase | 0 | 0 | 0 | (81,093) |
Change in fair value of preferred stock derivative liability | (184,140) | 0 | 0 | (15,416) |
Share-based compensation expense | 2,412 | 1,871 | 11,686 | 11,518 |
Equity in earnings from unconsolidated affiliates less than dividends received | (1,184) | (1,776) | 1,738 | 3,549 |
Increase (decrease) in cash resulting from changes in: | ||||
Accounts receivable | 24,097 | (10,247) | 10,584 | 39,857 |
Inventory, prepaid expenses and other assets | (3,339) | (1,831) | 15,916 | 13,502 |
Accounts payable, accrued expenses and other liabilities | (24,988) | (10,877) | (20,805) | (36,439) |
Net cash provided by (used in) operating activities | (9,513) | (98,866) | 123,854 | 96,845 |
Cash flows from investing activities: | ||||
Capital expenditures | (36,115) | (41,574) | (31,068) | (14,844) |
Proceeds from asset dispositions | 13,845 | 5,314 | 14,549 | 67,882 |
Deposits on assets held for sale | 4,500 | 0 | 0 | 0 |
Cash transferred in sale of subsidiaries, net of cash received | 0 | (22,458) | (851) | 0 |
Increase in cash from Era merger | 0 | 0 | 0 | 120,236 |
Net cash provided by (used in) investing activities | (17,770) | (58,718) | (17,370) | 173,274 |
Cash flows from financing activities: | ||||
Proceeds from borrowings | 0 | 225,585 | 0 | 400,000 |
Debt issuance costs | 0 | (14,863) | (3,112) | (6,391) |
Repayment of debt and debt redemption premiums | (25,132) | (366,750) | (19,213) | (618,140) |
Prepayment premium fees | 0 | 0 | 0 | (5,778) |
Partial prepayment of put/call obligation | 0 | (1,323) | 0 | 0 |
Issuance of common and preferred stock | 0 | 385,000 | 0 | 0 |
Purchase of treasury shares | 0 | 0 | (41,158) | (10,501) |
Old Bristow share repurchases | 0 | 0 | 0 | (4,807) |
Net cash provided by (used in) financing activities | (25,132) | 227,649 | (63,483) | (245,617) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1,010 | 2,406 | (8,066) | 7,456 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (51,405) | 72,471 | 34,935 | 31,958 |
Cash, cash equivalents and restricted cash at beginning of period | 250,526 | 178,055 | 231,079 | 199,121 |
Cash, cash equivalents and restricted cash at end of period | $ 199,121 | $ 250,526 | $ 266,014 | $ 231,079 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' INVESTMENT AND MEZZANINE EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests |
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | |||||||
Sale of subsidiaries | $ 5,612 | $ 5,612 | |||||
Beginning balance at Mar. 31, 2019 | 812,367 | $ 386 | $ 862,020 | $ 455,598 | $ (327,989) | $ (184,796) | 7,148 |
Beginning balance (in shares) at Mar. 31, 2019 | 35,919 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beneficial conversion feature on DIP Loan | 56,870 | 56,870 | |||||
Issuance of common stock | 1,871 | 1,871 | |||||
Currency translation adjustments | 52 | 52 | |||||
Distributions paid to noncontrolling interests | (1,323) | (1,323) | |||||
Net income (loss) | (836,206) | (836,414) | 208 | ||||
Other comprehensive income (loss) | 22,322 | 22,322 | |||||
Cancellation of Predecessor equity | (49,868) | $ (386) | (920,761) | 380,816 | 305,667 | 184,796 | |
Cancellation of Predecessor equity (in shares) | (35,919) | ||||||
Ending balance at Oct. 31, 2019 | 473 | $ 0 | 0 | 0 | 0 | 0 | 473 |
Ending balance (in shares) at Oct. 31, 2019 | 0 | ||||||
Ending balance, Redeemable Noncontrolling Interests at Nov. 01, 2019 | 0 | ||||||
Ending balance, Mezzanine Equity Preferred Stock at Nov. 01, 2019 | 618,921 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Successor common and preferred stock (in shares) | 11,236 | ||||||
Issuance of Successor common and preferred stock | 294,671 | $ 1 | 294,670 | 0 | 0 | 0 | 0 |
Ending balance at Nov. 01, 2019 | 294,566 | $ 1 | 294,670 | 0 | 0 | 0 | (105) |
Ending balance (in shares) at Nov. 01, 2019 | 11,236 | ||||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | |||||||
Issuance of stock | 1,186 | ||||||
Initial reclassification of embedded derivative to long-term liability | (470,322) | ||||||
Ending balance, Redeemable Noncontrolling Interests at Mar. 31, 2020 | 0 | ||||||
Ending balance, Mezzanine Equity Preferred Stock at Mar. 31, 2020 | 149,785 | ||||||
Beginning balance at Oct. 31, 2019 | 473 | $ 0 | 0 | 0 | 0 | 0 | 473 |
Beginning balance (in shares) at Oct. 31, 2019 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock | 1,227 | 1,227 | |||||
Currency translation adjustments | (12) | (12) | |||||
Net income (loss) | 139,076 | 139,228 | (152) | ||||
Other comprehensive income (loss) | (8,641) | (8,641) | |||||
Ending balance at Mar. 31, 2020 | 426,216 | $ 1 | 295,897 | 139,228 | (8,641) | 0 | (269) |
Ending balance (in shares) at Mar. 31, 2020 | 11,236 | ||||||
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) | ||||||
Era purchase price adjustment | 1,501 | ||||||
Net income (loss) | 71 | ||||||
Ending balance, Redeemable Noncontrolling Interests at Mar. 31, 2021 | 1,572 | ||||||
Ending balance, Mezzanine Equity Preferred Stock at Mar. 31, 2021 | 0 | ||||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | |||||||
Share repurchases (in shares) | (143) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases | 1,263 | 1,263 | |||||
Preferred stock share conversion (in shares) | 34,837 | ||||||
Preferred stock share conversion | 413,296 | $ 4 | 270,678 | 142,614 | |||
Elimination of Old Bristow stock | 0 | $ (5) | 5 | ||||
Elimination of Old Bristow stock (in shares) | (45,930) | ||||||
Exchange of common stock | 0 | $ 231 | (231) | ||||
Exchange of common stock (in shares) | 23,027 | ||||||
Era purchase price | 108,340 | $ 72 | 108,268 | ||||
Era purchase price (in shares) | 7,175 | ||||||
Preferred stock compensation activity and conversion | 6,370 | 6,370 | |||||
Issuance of common stock (in shares) | 1 | ||||||
Share award amortization | 6,333 | 6,333 | |||||
Purchase of treasury shares (in shares) | (467) | ||||||
Purchase of treasury shares | (10,501) | (10,501) | |||||
Era purchase price adjustment | 395 | 395 | |||||
Purchase of Company common stock (tax withholding) (in shares) | (42) | ||||||
Currency translation adjustments | (11) | (11) | |||||
Net income (loss) | (56,285) | ||||||
Net income (loss) | (56,356) | (56,094) | (262) | ||||
Other comprehensive income (loss) | 1,726 | 1,726 | |||||
Ending balance at Mar. 31, 2021 | $ 897,071 | $ 303 | 687,715 | 227,011 | (6,915) | (10,501) | (542) |
Ending balance (in shares) at Mar. 31, 2021 | 29,694 | 29,694 | |||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | |||||||
Sale of subsidiaries | $ 1,572 | ||||||
Ending balance, Redeemable Noncontrolling Interests at Mar. 31, 2022 | 0 | ||||||
Ending balance, Mezzanine Equity Preferred Stock at Mar. 31, 2022 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share award amortization | 11,686 | $ 110 | 11,686 | ||||
Purchase of treasury shares (in shares) | (1,517) | ||||||
Purchase of treasury shares | (41,158) | (41,158) | |||||
Currency translation adjustments | 17 | 17 | |||||
Net income (loss) | (15,713) | (15,791) | 78 | ||||
Other comprehensive income (loss) | (16,535) | (16,535) | |||||
Ending balance at Mar. 31, 2022 | $ 835,368 | $ 303 | $ 699,401 | $ 211,220 | $ (23,450) | $ (51,659) | $ (447) |
Ending balance (in shares) at Mar. 31, 2022 | 28,287 | 28,287 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The 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 Annual Report on Form 10-K, 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 this Annual Report on Form 10-K refers to Old Bristow. As more fully described below under “Emergence from Voluntary Reorganization under Chapter 11”, in May 2019 Old Bristow and a number of its subsidiaries filed for bankruptcy protection in the US Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) and emerged from bankruptcy proceedings on October 31, 2019. Upon emergence Old Bristow adopted fresh start accounting, which resulted in Old Bristow becoming a new entity for financial reporting purposes. In this Annual Report on Form 10-K, references to: • “Predecessor” refer to Old Bristow on and prior to October 31, 2019; and • “Successor” refer to the reorganized Old Bristow on and after November 1, 2019 until completion of the Merger and after completion of the Merger refer to the Combined Company. The consolidated financial information for the fiscal year ended March 31, 2022 (Successor) (“fiscal year 2022”), the fiscal year ended March 31, 2021 (Successor) (“fiscal year 2021”), five months ended March 31, 2021 (Successor) and seven months ended October 31, 2020 (Predecessor) has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC on this Annual Report on Form 10-K. Emergence from Voluntary Reorganization under Chapter 11 On May 11, 2019 (the “Petition Date”), Old Bristow and certain of its subsidiaries (collectively the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the Bankruptcy Court seeking relief under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 Cases were jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. During the pendency of the Chapter 11 Cases, the Debtors continued to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On August 1, 2019, the Debtors filed with the Bankruptcy Court their Joint Chapter 11 Plan of Reorganization, and on August 20, 2019, the Debtors filed their Amended Joint Chapter 11 Plan of Reorganization (as further modified on August 22, 2019, the “Amended Plan”) and the related Disclosure Statement (as further modified on August 22, 2019, the “Amended Disclosure Statement”). On October 8, 2019, the Bankruptcy Court entered an order approving the Amended Disclosure Statement and confirming the Amended Plan. The effective date of the Amended Plan (the “Effective Date”) occurred on October 31, 2019 at which point the Debtors emerged from the Chapter 11 Cases. Claims under the Bankruptcy Court approved debtor in possession (DIP) financing Old Bristow obtained while in bankruptcy were settled with the issuance of new common stock (the “Old Bristow Common Stock”) and new preferred stock (the “Old Bristow Preferred Stock”), both at a par of $0.0001, pursuant to the Amended Plan. Upon Old Bristow’s emergence from bankruptcy, Old Bristow adopted fresh-start accounting in accordance with provisions of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) No. 852, “Reorganizations” (“ASC 852”), which resulted in Old Bristow becoming a new entity for financial reporting purposes on the Effective Date. Upon the adoption of fresh-start accounting, the Company’s assets and liabilities were recorded at their fair values as of the fresh-start reporting date, October 31, 2019. As a result of the adoption of fresh-start accounting, Old Bristow’s consolidated financial statements subsequent to October 31, 2019 may not be comparable to the consolidated financial statements prior to October 31, 2019. Summary of Significant Accounting Policies 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 entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation. Accounting Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure on contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates may include, among other items, those related to allowance for doubtful accounts, useful lives of property and equipment, inventories, income tax provisions, pensions, impairments, fair values used in purchase price allocations and certain accrued and contingent liabilities. Actual results could differ from those estimates and those differences may be material. Revenue Recognition — See Note 4 for a discussion of revenue recognition. Maintenance and Repairs — The Company generally charges maintenance and repair costs, including major aircraft component overhaul costs, to earnings as the costs are incurred. However, certain major aircraft components, such as engines and transmissions, are maintained by third-party vendors under contractual agreements also referred to as power-by-the-hour (“PBH”) maintenance agreements. Under these agreements, the Company is charged an agreed amount per hour of flying time related to maintenance, repair and overhaul of the parts and components covered. The costs charged under these contractual agreements are recognized in the period in which the flight hours occur. To the extent that the Company has not yet been billed for costs incurred under these arrangements, these costs are included in accrued maintenance and repairs on its consolidated balance sheets. From time to time, the Company receives credits from its original equipment manufacturers. The Company records these credits as a reduction in maintenance expense when the credits are utilized in lieu of cash payments for purchases or services. Cash Equivalents — The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Current Expected Credit Losses (“CECL”) — The Company’s customers are primarily major integrated, national and independent offshore energy companies and government agencies. The Company designates trade receivables as a single pool of assets based on their short-term nature, similar customer base and risk characteristics. Customers are typically granted credit on a short-term basis, and related credit risks are considered minimal. The Company conducts periodic quantitative and qualitative analysis on historic customer payment trends, customer credit ratings and foreseeable economic conditions. Historically, losses on trade receivables have been immaterial and uncorrelated to each other. Based on these analyses, the Company decides if additional reserve amounts are needed against the trade receivables asset pool on a case by case basis. When collection efforts have been exhausted, trade receivables and the associated allowance for doubtful accounts are removed from accounts receivable. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted. As of March 31, 2022 and 2021, the allowance for doubtful accounts related to non-affiliates accounts receivables was $1.9 million and $2.3 million, respectively. The allowance for doubtful accounts from non-affiliates for the periods reflected below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Balance – beginning of period $ 2,303 $ 368 Additional allowances 32 1,935 Write-offs and collections (448) — Balance – end of period $ 1,887 $ 2,303 Inventories — Inventories consist primarily of spare parts utilized for maintaining the Company’s global fleet of aircraft and are stated at average cost, net of allowances for excess and obsolete inventory. The Company establishes an allowance to accrue for the retirement of the cost of spare parts expected to be on hand at the end of a fleet’s life over the service lives of the related equipment, taking into account the estimated salvage value of the parts. As of March 31, 2022 and 2021, the inventory allowances for the periods reflected below were as follows: Fiscal Year Ended Fiscal Year Ended March 31, 2021 Balance – beginning of period $ 261 $ 62 Additional allowances, net 2,898 191 Foreign currency effects (8) 8 Balance – end of period $ 3,151 $ 261 Intangible Assets — Intangible assets with finite useful lives are amortized over their estimated useful lives to their estimated residual values. The residual value of an intangible asset is generally assumed to be zero, with certain limited exceptions. Finite lived intangible assets are reviewed for impairment when indicators of impairment are present. Indicators of impairment for finite lived intangible assets are the same as those for impairment of long-lived assets. For finite lived intangible assets, an impairment loss is recognized if the carrying amount of the asset exceeds the undiscounted cash flows projected to be generated by the asset. If the finite lived intangible asset is impaired, then the amount of the impairment is calculated as the excess of the asset’s carrying amount over its fair value. After an impairment loss is recognized, the adjusted carrying amount of the intangible asset will be its new accounting basis. After adjusting the carrying amount for impairment loss, the Company’s policy requires the reevaluation of the useful life of that asset. Intangible assets by type for the periods reflected below were as follows (in thousands): U.K. SAR customer PBH Total Gross Carrying Amount March 31, 2020 $ 55,706 $ 74,321 $ 130,027 Additions (1) — 14,423 14,423 Translation 5,542 5,689 11,231 March 31, 2021 $ 61,248 $ 94,433 $ 155,681 Additions — 233 233 Translation (2,008) (2,585) (4,593) March 31, 2022 $ 59,240 $ 92,081 $ 151,321 Accumulated Amortization March 31, 2020 $ (3,251) $ (15,503) $ (18,754) Amortization expense (7,969) (20,172) (28,141) March 31, 2021 (11,220) (35,675) (46,895) Amortization expense (8,235) (12,270) (20,505) March 31, 2022 $ (19,455) $ (47,945) $ (67,400) Weighted average remaining contractual life, in years 5.0 9.6 6.7 _____________ (1) Related to Era’s PBH contracts added as a result of the Merger. Future amortization expense of intangible assets for periods ending March 31 is as follows (in thousands): U.K. SAR customer PBH (2) Total 2023 $ 7,957 $ 12,008 $ 19,965 2024 7,957 11,022 18,979 2025 7,957 10,808 18,765 2026 7,957 7,957 15,914 2027 7,957 233 8,190 Thereafter — 2,108 2,108 $ 39,785 $ 44,136 $ 83,921 ___________________ (2) The future amortization expense for PBH will be included in maintenance expense. Property and equipment — Property and equipment, is stated at cost, and depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to helicopters, the estimated useful life is typically based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life. The Company reviews the estimated useful lives and salvage values of its property and equipment on an ongoing basis for any changes in estimates. As of March 31, 2022, the estimated useful life (in years) of the Company’s categories of new property and equipment was as follows: Aircraft (estimated salvage value at 10%-25% of cost) 30 Aircraft accessories and spares 5 - 7 Buildings (estimated salvage value at 10% of cost) 30 Leasehold improvements Lease term or 10 Other property and equipment 3-15 The Company performs an impairment analysis on long-lived assets used in operations when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The Company’s long-lived assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If an impairment is indicated for the asset group classified as held and used, an impairment evaluation will be performed. Asset impairment evaluations are based on estimated undiscounted cash flows over the remaining useful life for the assets being evaluated. If the sum of the expected future cash flows is less than the carrying amount of the asset group, the Company would be required to recognize an impairment loss. For aircraft types that are still operating where management has made the decision to sell or abandon the aircraft type at a fixed date, an analysis is completed to determine whether depreciation needs to be accelerated or additional depreciation recorded for an expected reduction in residual value at the planned disposal date. Leases — The Company recognizes a right-of-use (“ROU”) asset and a lease liability on its consolidated balance sheets for leases under which it is the lessee, after applying the short-term lease exemption. Operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For discount rate, we use our incremental borrowing rate based on information available at commencement date if the rate implicit in the lease cannot be readily determined. Investment in Unconsolidated Affiliates — Unconsolidated affiliates are measured at fair value with changes in fair value recognized in net income. The Company uses a measurement alternative approach for equity investments without readily determinable fair values. The alternative method measures equity investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions in a similar investment of the same issuer. The Company performs regular reviews of each unconsolidated affiliate investee’s financial condition, the business outlook for its products and services and its present and projected results and cash flows. When an investee has experienced consistent declines in financial performance or difficulties raising capital to continue operations, the investment is written down to fair value. Contingencies — The Company establishes reserves for estimated loss contingencies when it believes a loss is probable and the amount of the loss can be reasonably estimated. The Company’s contingent liability reserves relate primarily to potential tax assessments, litigation, personal injury claims and environmental liabilities and are adjusted as a result of changes in facts or circumstances that become known or changes in previous assumptions with respect to the likelihood or amount of loss. Such revisions are based on information that becomes known or circumstances that change after the reporting date for the previous period through the reporting date of the current period. Should the outcome differ from the Company’s assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required to be recognized. Legal costs related to contingent liabilities are expensed as incurred. Deferred Financing Costs — Deferred financing costs incurred in connection with the issuance of debt are amortized over the life of the related debt using either the straight line method or effective interest rate method. Proceeds from casualty insurance settlements in excess of the carrying value of damaged assets are recognized as a gain on disposal of assets when the Company has received proof of loss documentation or are otherwise assured of collection of these amounts. However, if the aircraft damage does not result in a total loss and disposal of the asset, any insurance proceeds above the loss amount are recorded to other income. Share-Based Compensation — The grant date fair value of share-based awards granted to employees is recognized as an employee compensation expense over the requisite service period on a straight-line basis. The amount of compensation expense ultimately recognized is based on the number of awards that meet the vesting conditions at the vesting date. Pension Benefits — See Note 13 for a discussion of the Company’s accounting for pension benefits. Foreign Currency Transactions — The functional currency for each of the Company’s foreign entities is the U.S. dollar. From time to time, the Company enters into transactions denominated in currencies other than its functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in other income (expense), net in the accompanying consolidated statements of operations in the period which the currency exchange rates change. Earnings (Loss) Per Common Share — Basic earnings (loss) per common share of the Company are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings (loss) per common share of the Company are computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities through the application of the treasury method and/or if-converted method . Taxes — The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon temporary differences between the carrying amount and tax basis of the Company’s assets and liabilities and measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period in which the change occurs. The Company records a valuation allowance when it believes that it is more-likely-than-not that any deferred income tax asset created will not be realized. 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 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 Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The standard 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. This ASU was effective beginning in fiscal year 2022 for the Company. Adoption of this standard did not have a material impact to the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes.” This standard eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This ASU 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 standard did not have a material impact to the Company’s financial statements. Not Yet Adopted In October 2021, the FASB issued ASU Update No. 2021-08, Business Combinations (Topic 805) : Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendment in this update provides specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in business combinations. The standard will be effective for the Company beginning in fiscal year 2023 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. 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): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). 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 the accounting for the modification or exchange based on whether the transaction was executed to issue equity, to issue or modify debt, or for other reasons. The standard will be effective for the Company beginning in fiscal year 2023 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Mar. 31, 2022 | |
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 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 was 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 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 $81.1 million shown as a gain on bargain purchase on the consolidated statements of operations. 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 fiscal year ended March 31, 2021, and for the five months ended March 31, 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) : Fiscal Year Ended Five Months Ended Total revenues $ 1,213,552 $ 582,803 Net income (loss) $ (100,436) $ 153,106 Net income (loss) attributable to Bristow Group Inc. $ (100,222) $ 153,415 _____________________ (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 loss and Net loss attributable to Bristow Group Inc. for the fiscal year ended March 31, 2021 due to its nonrecurring nature and has been included in pro forma combined Net loss and Net loss attributable to Bristow Group Inc. for the fiscal year ended March 31, 2021 due to its connection with the Merger. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The following table presents details on the major classes of property and equipment (in thousands): Fiscal Year Ended Fiscal Year Ended Aircraft $ 802,913 $ 805,649 Land and buildings 180,188 191,246 Other property and equipment 109,039 93,199 $ 1,092,140 $ 1,090,094 During the fiscal years ended March 31, 2022 and 2021, five months ended March 31, 2020 and seven months ended October 31, 2019, the Company recognized depreciation expense of $66.7 million, $62.1 million, $25.0 million and $112.8 million, respectively. Other Property, Equipment and Inventory Considerations During the fiscal years ended March 31, 2022 and 2021, the Company recognized $11.8 million and $12.4 million, respectively, in loss on impairment related to certain aircraft, equipment and inventory. Impairment on aircraft for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Number of aircraft impaired 5 8 — 14 Impairment charges on assets held for sale $ 5,934 $ 7,792 $ — $ — Impairment charges on property and equipment (1) $ — $ — $ — $ 42,022 Fresh-start accounting adjustment (2) $ — $ — $ — $ 768,630 ___________________________ (1) Includes $42.0 million impairment related to H225s for the seven months ended October 31, 2019 (Predecessor). |
REVENUES
REVENUES | 12 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition [Abstract] | |
REVENUES | REVENUES Revenue Recognition The Company derives its revenues primarily from aviation services. A majority of the Company’s revenues are generated through two types of contracts: helicopter services and fixed wing services. Revenues are 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 revenues as the performance obligations are satisfied. Helicopter services — The Company’s principal customers — international, independent and major integrated energy companies and government agencies— charter its helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Revenues from helicopter services is recognized when the performance obligation is satisfied over time based on contractual rates as the related services are performed. A performance obligation arises under contracts with customers to render services. Operating revenues is derived mainly from fixed-term contracts with the Company’s customers. A small portion of the Company’s oil and gas customer revenues is derived from providing services on an “ad-hoc” basis. The Company’s fixed-term contracts typically have original terms of one year to five years (subject to provisions permitting early termination by its customers). The Company accounts for services rendered separately if they are distinct and the service is separately identifiable from other items provided to a customer and if a customer can benefit from the services rendered on its own or with other resources that are readily available to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenues when, or as, the performance obligation is satisfied. Within this contract type for helicopter services, the Company determined that each contract has a single distinct performance obligation. These contracts include a fixed monthly rate for a particular model of aircraft plus an incremental charge based on flight hours flown, which represents the variable component of a typical contract with a customer. Rates for these services vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. The variable component of a contract is not effective until a customer-initiated flight order is received, and the actual hours flown are determined; variable consideration is recognized when the services are rendered pursuant to the variable allocation exception. Revenue is recognized as performance obligations are satisfied over time, by measuring progress towards satisfying the contracted services in a manner that best depicts the transfer of services to the customer, which is generally represented by a period of 30 days or less. The Company typically invoices customers on a monthly basis and the term between invoicing and when the payment is due is typically between 30 and 60 days. Cost reimbursements from customers are recorded as reimbursable revenues with the related reimbursed costs recorded as reimbursable expense on the Company’s consolidated statements of operations. Fixed wing services — Airnorth provides fixed wing transportation services through regular passenger transport (scheduled airline service with individual ticket sales) and charter services. A performance obligation arises under contracts with customers to render services. Within fixed wing services, the Company determined that each contract has a single distinct performance obligation. Revenue is recognized over time at the earlier of the period in which the service is provided or the period in which the right to travel expires, which is determined by the terms and conditions of the ticket. Ticket sales are recorded within deferred revenue in accordance with the above policy. Both chartered and scheduled airline service revenue is recognized net of passenger taxes and discounts. Total revenues for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Five Months Ended Seven Months Ended Successor Predecessor Revenues from contracts with customers $ 1,151,035 $ 1,139,638 $ 470,167 $ 737,679 Total other revenues 34,169 38,424 15,596 19,544 Total revenues $ 1,185,204 $ 1,178,062 $ 485,763 $ 757,223 Revenues by Service Line. Operating revenues earned by service line for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Five Months Ended Seven Months Ended Successor Predecessor Oil and gas services $ 767,720 $ 788,024 $ 336,073 $ 500,872 Government services (1) 272,859 252,131 91,019 129,376 Fixed wing services 85,372 73,751 35,579 70,755 Other services (2) 13,112 25,118 5,054 21,916 Total operating revenues $ 1,139,063 $ 1,139,024 $ 467,725 $ 722,919 _____________________ (1) Includes revenues of approximately $26.8 million, $0.4 million and $0.9 million related to government services that were previously included in the oil and gas and other service lines for the fiscal year ended March 31, 2021, five months ended March 31, 2020 and seven months ended October 31, 2019 (Predecessor), respectively. (2) Includes Asia Pacific and certain Europe revenues of approximately $12.7 million, $4.7 million, $21.5 million that were previously included in the oil and gas service line for the fiscal year ended March 31, 2021, five months ended March 31, 2020 and seven months ended October 31, 2019 (Predecessor), 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 revenues 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 March 31, 2022 and 2021, receivables related to services performed under contracts with customers were $165.2 million and $167.3 million, respectively. During the fiscal years ended March 31, 2022 and 2021, five months ended March 31, 2020 and seven months ended October 31, 2019, the Company recognized $7.3 million, $3.5 million, $4.9 million and $8.5 million of revenues from outstanding contract liabilities, respectively. Contract liabilities related to services performed under contracts with customers were $13.3 million and $13.3 million as of March 31, 2022 and 2021, respectively. Contract liabilities are 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 March 31, 2022 and 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 these revenues (in thousands): Remaining Performance Obligations Fiscal Year Ending March 31, Total 2023 2024 2025 2026 2027 and thereafter Helicopter contracts $ 410,036 $ 238,396 $ 183,032 $ 109,369 $ 128,029 $ 1,068,862 Fixed wing contracts 589 — — — — 589 Total remaining performance obligation revenues $ 410,625 $ 238,396 $ 183,032 $ 109,369 $ 128,029 $ 1,069,451 Although substantially all of the Company’s revenues are derived under contract, due to the nature of the business, the Company does not have significant remaining performance obligations as its contracts typically include unilateral termination clauses that allow its customers to terminate existing contracts with a notice period of 30 to 365 days. The table above includes performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties have been excluded. As such, the Company’s actual remaining performance obligation revenues are expected to be greater than what is reflected in the table above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated. |
VARIABLE INTEREST ENTITIES AND
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES | VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES.A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If the Company determines that it has operating power and the obligation to absorb losses or receive benefits, it will consolidate the VIE as the primary beneficiary, and if not, the Company does not consolidate. As of March 31, 2022 and 2021, the Company had interests in six VIEs(as described below) of which the Company was the primary beneficiary. The Company had no interests in VIEs of which the Company was not the primary beneficiary. BNAS Holdings Company Limited (“BNAS”) — BNAS is a legal entity in the Republic of Ireland owned 49% by Bristow Helicopters Limited (“BHL”) as a 49% shareholder and 51% by a European Union national. BHL provided a loan to BNAS Holdings, which in turn acquired 100%of the share capital of Bristow Norway A/S, a company that provides aviation services to the offshore energy industry in Norway. The financial information for this VIE is aggregated within the summary financial information table below. Bristow Aviation Holdings Limited (“Bristow Aviation”) — The Company owns 49% of Bristow Aviation’s common stock and a significant amount of its subordinated debt. Bristow Aviation is incorporated in England and, through its subsidiaries, holds all the outstanding shares in BHL. As of March 31, 2022, the Company and Impigra (as defined below) owned 49% and 51%, respectively, of Bristow Aviation. The subsidiaries of Bristow Aviation provide aviation services to customers primarily in Australia, Nigeria, Norway, Trinidad and U.K. Bristow Helicopters (Nigeria) Limited (“BHNL”) — BHNL is a joint venture that provides aviation services to customers in Nigeria, in which BHL owns a 48% interest. YII Energy (as defined below), a Nigerian company owned 100% by Nigerian citizens, owns a 50% interest and an employee trust fund owns the remaining 2% interest. The financial information for this VIE is aggregated within the summary financial information table below. Impigra Aviation Holdings Limited (“Impigra”) — Impigra is a British company owned 100% by U.K. Bristow employees and owns 51% of the ordinary shares of Bristow Aviation. The assets and liabilities of Impigra consist primarily of intercompany balances, including loans, which are eliminated in consolidation. Pan African Airlines (Nigeria) Limited (“PAAN”) — PAAN is a joint venture in Nigeria with local partners in which the Company owns an interest of 50.17%. PAAN provides industrial aviation services to customers in Nigeria. The Company has also historically provided subordinated financial support to PAAN. As the Company has the power to direct the most significant activities affecting the economic performance and ongoing success of PAAN and holds a variable interest in the form of the Company’s equity investment and working capital infusions, the Company consolidates PAAN as the primary beneficiary. The financial information for this VIE is aggregated within the summary financial information table below. YII 5668 Energy (“YII Energy”) — YII Energy is dormant entity domiciled in Nigeria and owns a 50% interest in BHNL. This entity is deemed a VIE due to insufficient equity and the Company is the primary beneficiary because it has both the power to direct the most significant activities of the entity. The financial information for this VIE is aggregated within the summary financial information table below. The following table shows summarized financial information for Bristow Aviation and subsidiaries, which includes BNAS Holdings, BHNL, PAAN and YII Energy (in thousands): March 31, 2022 March 31, 2021 Total assets $ 933,478 $ 1,163,052 Total liabilities (1) $ 4,203,107 $ 4,021,334 ____________________ (1) The Company eliminates all transactions among and between the VIEs listed above within its consolidated financial statements and as presented in the summary financial information table above. Bristow Aviation has subordinated unsecured loan stock (debt) bearing interest at an annual rate of 13.5% and payable semi-annually to the Company that is not eliminated at the Bristow Aviation and subsidiaries summarized financial information level, but is eliminated at Bristow Group Inc. and subsidiaries. Payment of interest on such debt has been deferred since its incurrence in 1996 at an annual rate of 13.5% and aggregated $3.4 billion as of March 31, 2022. Eastern Airways — On May 10, 2019 BHL completed the sale of all of the shares of Eastern Airways while retaining its ownership of the shares in Humberside International Airport Limited (“Humberside”) previously held through Eastern Airways. BHL has a controlling interest in the Humberside Airport from which Bristow provides U.K. SAR services. As part of the sale, BHL contributed approximately £17.1 million to Eastern Airways as working capital. The loss on the sale of Eastern Airways for the seven months ended October 31, 2019 (Predecessor) was $46.9 million, which included the write-off of net assets of $35.0 million and write-off of cumulative translation adjustment of $11.9 million. Certain intercompany balances between BHL and Eastern Airways were also written off. Aviashelf and Bristow Helicopters Leasing Limited — In April 2019, Old Bristow sold its 60% ownership interest in Bristow Helicopters Leasing Limited, a U.K. joint venture company, for $1.4 million. In June 2019 (Predecessor), Old Bristow sold its 48.5% ownership interest in Aviashelf Aviation Co. (“Aviashelf”), a Russian helicopter company, for $2.6 million. The loss on the sale of Aviashelf for the seven months ended October 31, 2019 (Predecessor) was $9.0 million. Hauser Investments Limited and Sicher Helicopters SAS — During the fiscal year ended March 31, 2022, 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 sale of subsidiaries on the consolidated statements of operations. As of March 31, 2022, the Company no longer owned or consolidated this entities financials. Other Significant Affiliates — Unconsolidated The Company evaluates its unconsolidated affiliates for indicators of impairment in light of current market conditions. Changes in market conditions or contractual relationships in future periods could result in the identification of additional other-than-temporary impairment. Cougar — The Company owns a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“Cougar”), a major aviation services provider in Canada. Cougar’s operations are primarily focused on serving the offshore oil and gas industry off Canada’s Atlantic coast and in the Arctic. Cougar is accounted for as an equity method investment. During the fiscal year ended March 31, 2021, upon evaluating its investment in Cougar, the Company determined the investment to be other-than-temporarily impaired based on the change in facts and circumstances from the prior reporting period, which included the loss of a significant customer contract and further deterioration of the future sentiment for the Eastern Canadian oil and gas market. As a result, the Company performed a fair valuation of its investment in Cougar, and based on a discounted cash flows model, concluded a fair value of $4.7 million. This compared to a carrying value of $56.6 million, resulting in a $51.9 million loss on impairment from our investment in Cougar, recorded during the fiscal year ended March 31, 2021. In January 2021, the Company concluded that it was no longer probable that it would collect substantially all consideration for lease agreements when due. As such the Company transitioned to the cash basis of accounting for lease payments to be received from Cougar under the current aircraft and facilities leasing arrangements in place. The Company continues to recognize revenues associated with the Maintenance Services and Support Agreement (the “MSSA”) on an accrual basis as it expects to receive full compensation for services under the MSSA agreement. PAS — 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. PAS is accounted for as a cost method investment. During the fiscal year ended March 31, 2022, 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 fiscal year ended March 31, 2022. As of March 31, 2022 and 2021, the investment in PAS is included on the consolidated balance sheets in investment in unconsolidated affiliates at $17.0 million and $33.0 million, respectively. Líder — During the fiscal year ended March 31, 2021, the Company recorded an $18.7 million non-cash impairment charge to its investment in Líder Táxi Aéreo S.A. (“Líder”), a previously unconsolidated affiliate in Brazil, upon evaluating its equity investment in the company. Old Bristow had previously recorded a $9.6 million impairment to its investment in Líder during the five months ended March 31, 2020 due to an expected decline in future business opportunities in its market as a result of the decline in oil prices leading to an evaluation of the investment for other-than-temporary impairment. T |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Due to common ownership of Cougar, the Company considers VIH Aviation Group Ltd. and its subsidiaries (“VIH”) as a related party. The Company leases six aircraft from VIH and paid lease fees of $9.8 million, $12.9 million, $5.5 million and $8.6 million for the fiscal years ended March 31, 2022 and 2021, five months ended March 31, 2020 and seven months ended October 31, 2019 (Predecessor), respectively. The Company leases a facility in Galliano, Louisiana from VIH and paid lease fees of $0.2 million, $0.2 million, $0.1 million and $0.1 million during the fiscal years ended March 31, 2022 and 2021, five months ended March 31, 2020 and seven months ended October 31, 2019, respectively. As of March 31, 2022 and 2021, $1.8 million and $2.6 million, respectively, of accounts receivables from related party affiliates were included in accounts receivables on the consolidated balance sheets. As of March 31, 2022 and 2021, the allowances for doubtful accounts related to accounts receivable due from affiliates was $1.3 million. Revenues from related parties for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Five Months Ended Seven Months Ended Successor Predecessor Revenues from contracts with related parties $ 8,303 $ 12,108 $ 8,413 $ 12,015 Other revenues from related parties 22,565 30,339 14,910 18,599 Total revenues from related parties $ 30,868 $ 42,447 $ 23,323 $ 30,614 |
DEBT
DEBT | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt as of March 31, 2022 and 2021 consisted of the following (in thousands): March 31, 2022 March 31, 2021 6.875% Senior Notes $ 391,690 $ 391,550 Lombard Debt 133,978 146,006 Airnorth Debt — 5,631 Humberside Debt — 306 Total debt 525,668 543,493 Less short-term borrowings and current maturities of long-term debt (12,759) (15,965) Total long-term debt $ 512,909 $ 527,528 The Company’s scheduled long-term maturities as of March 31, 2022, which excludes unamortized discount of $13.1 million and unamortized deferred financing fees of $8.3 million, were as follows (in thousands): Total Due 2023 $ 12,759 2024 134,332 2025 — 2026 — 2027 — Thereafter 400,000 $ 547,091 Cash paid for interest expense during the fiscal years ended March 31, 2022 and 2021, was $32.0 million and $32.3 million, respectively. 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 1 st and September 1 st of each year. 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. The net proceeds from the offering, together with cash on hand, were used to repay approximately $484.7 million in debt, with respect to the Company's secured equipment term loan with Macquarie Bank Limited (“Macquarie Debt”), and the Company’s term loans with PK Air Finance S.à r.l. (“PK Air Debt”) and to redeem the Company’s outstanding senior unsecured notes due December 15, 2022 (the “7.750% Senior Notes”). In connection with the above, the Company recognized a loss on extinguishment of debt of $28.5 million related to the write-off of discount balances and early repayment fees. The issuance of the 6.875% Senior Notes and repayment of existing debt allows the Company to further strengthen its financial position by simplifying its capital structure, reducing mandatory amortization requirements, significantly reducing operational friction costs and extending the Company’s debt maturities. During the fiscal year ended March 31, 2022, the Company made its first interest payment of $28.0 million. As of March 31, 2022 and 2021, the Company had $8.3 million and $8.5 million of unamortized deferred financing fees associated with the 6.875% Senior Notes. Lombard Debt — On November 11, 2016, certain of Old Bristow’s subsidiaries entered into two, seven-year British pound sterling funded secured equipment term loans for an aggregate $200.0 million U.S. dollar equivalent with Lombard North Central Plc, a part of NatWest Group (the “Lombard Debt”). Borrowings under the financings previously bore interest at an interest rate equal to the GBP ICE Benchmark Administration’s Limited LIBOR, plus 2.25% per annum. The financing which was funded in December 2016 matures in December 2023 and the financing which funded in January 2017 matures in January 2024. During the fiscal year ended March 31, 2022, the Company replaced LIBOR as the benchmark for the Lombard Debt with a new reference rate, the Sterling Overnight Interbank Average Rate (“SONIA”). During the fiscal year ended March 31, 2022, the Company made principal and interest payments of $13.1 million and $3.8 million, respectively. During the fiscal year ended March 31, 2021, the Company made principal and interest payments of $12.8 million and $4.1 million, respectively. ABL Facility — The Company’s asset-backed revolving credit facility (the “ABL Facility”) was entered into on April 17, 2018, and provides that amounts borrowed under the ABL Facility (i) are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) are fully and unconditionally guaranteed as to payment by the Company, as a parent guarantor, and each of Bristow Norway AS, BHL, Bristow U.S. LLC and Era Helicopters, LLC (collectively, the “ABL Borrowers”). As of March 31, 2022, ABL Facility provided for commitments in an aggregate amount of $85.0 million with the ability to increase the total commitments up to a maximum aggregate amount of $120.0 million, subject to the terms and conditions therein. As of March 31, 2022 and 2021, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the year ended March 31, 2022. Letters of credit issued under the ABL Facility in the aggregate face amount of $20.5 million were outstanding on March 31, 2022. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 12 Months Ended |
Mar. 31, 2022 | |
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. Old Bristow Preferred Stock Embedded Derivative The fair value of the Old Bristow Preferred Stock embedded derivative is estimated on the pre-merger basis, using the income approach, namely a “with” and “without” analysis. The difference between the value of the Old Bristow Preferred Stock in the “with” and “without” analyses represents 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. The Old Bristow Preferred Stock was converted into Old Bristow Common Stock immediately prior to consummation of the Merger. Changes in the fair value of the New Preferred Stock derivative liability, carried at fair value, are reported as change in fair value of the Preferred Stock derivative liability in the consolidated statements of operations. For the fiscal year ended March 31, 2021, Old Bristow 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 Old Bristow Preferred stock embedded derivative considered settlement scenarios which are further defined in Note 14 to the consolidated financial statements. A number of the settlement scenarios required a settlement premium. The specified premium depended on the timing of the liquidity event, ranging from a minimum of (a) 17% Internal Rate of Return (the “IRR”) (b) 2.1x Multiple of Invested Capital (the “MOIC”) and (c) 14% Internal Rate of Return (the “IRR”) if the liquidity event is prior to 3 years, to (y) a 2.1x MOIC and (z) 17% IRR if the liquidity event is in 5 years or more. The fair value for the embedded derivative was determined using a “with” and “without” approach, first determining the fair value of the Old Bristow Preferred Stock (inclusive of all bifurcated features) with the features and comparing it with the fair value of an instrument with identical terms to the Old Bristow Preferred Stock without any of the bifurcated features (i.e., the preferred stock host). The fair value of the Old Bristow Preferred Stock was estimated using an option pricing method (“OPM”) allocating the total equity value to the various classes of equity. As of June 11, 2020, Old Bristow assumed an expected term of 6 years, a risk-free rate of 0.38% and volatility of 85%. Without the redemption or conversion features, the holders of the Old Bristow Preferred Stock would have had right to perpetual preferred with 10% paid-in-kind (“PIK”) dividends, or the right to any upside value from conversion into common stock if the value exceeded the minimum return provided for under the COD (as defined herein). The value of converting to common stock on the upside would be measured as the residual upon a liquidity event. Therefore, the fair value of the host was estimated as the value of the upside conversion into common shares, which was also estimated using the OPM. The valuation as of June 11, 2020 resulted in a decline in fair value of the Old Bristow Preferred Stock embedded derivative of $15.4 million from March 31, 2020. On June 11, 2020, immediately before the Merger was executed, Old Bristow exercised its call right (the “Call Right’) pursuant to section 8 of the Certificate of Designation of the Old Bristow Preferred Stock (“COD”). This provision entitled Old Bristow to repurchase the shares upon a Fundamental Transaction (which included a merger or consolidation) for a repurchase price equal to (i) the Liquidation Preference plus (ii) the present value of the dividends that would have accrued from the call date to the 5th anniversary of the issuance date (had the Call Right not been exercised) multiplied by the Make-Whole Redemption Percentage (equal to 102% because the Call Right was exercised before the 3rd anniversary of the issuance date). Upon exercise of the Call Right, Old Bristow issued 5.17956 shares of Old Bristow Common Stock to the remaining holders of the Preferred Stock for each share of Preferred Stock held. The carrying values of the Old Bristow Preferred Stock were derecognized, including the Old Bristow Preferred Stock embedded derivative, and Old Bristow recognized the Old Bristow Common Stock issued to the holders of the Old Bristow Preferred Stock at its fair value. The difference between (a) the carrying value of the Old Bristow Preferred Stock embedded derivative plus the carrying value of the Old Bristow Preferred Stock host and (b) the fair value of the Old Bristow Common Stock 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. In addition, immediately prior to the Merger, Old Bristow repurchased 98,784 shares of the Old Bristow Preferred Stock and 142,721 shares of Old Bristow Common Stock. The repurchase of the Old Bristow Preferred Stock was accounted for in the same manner as the share-settled redemption described above in connection with the Merger. 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 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 value of the Company’s debt for the periods in the table below were as follows (in thousands): Carrying Level 1 Level 2 Level 3 March 31, 2022 LIABILITIES 6.875% Senior Notes (1) $ 391,690 $ — $ 407,436 $ — Lombard Debt (2) 133,978 138,328 $ 525,668 $ — $ 545,764 $ — March 31, 2021 LIABILITIES 6.875% Senior Notes (1) $ 391,550 $ — $ 398,870 $ — Lombard Debt (2) 146,006 — 155,270 — Airnorth Debt (2) 5,631 — 5,656 — Humberside Debt 306 — 306 — $ 543,493 $ — $ 560,102 $ — _________________ (1) The carrying value is net of unamortized deferred financing fees of $8.3 million and $8.5 million for the fiscal years ended March 31, 2022 and 2021, respectively. (2) The carrying value is net of unamortized discount as follows (in thousands): Successor March 31, 2022 March 31, 2021 Lombard Debt $ 13,112 $ 21,495 Airnorth Debt — 154 Total unamortized debt discount $ 13,112 $ 21,649 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Fleet — The Company’s unfunded capital commitments as of March 31, 2022 consisted primarily of agreements to purchase helicopters and totaled $84.7 million, payable beginning in fiscal year 2023. The Company also had $1.3 million of deposits paid on options not yet exercised. 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 years 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. The Company may terminate $67.4 million of its capital commitments (inclusive of deposits paid on options not yet exercised) without further liability other than aggregate liquidated damages of approximately $1.9 million. 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 revenues. 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. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its 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. |
LEASES
LEASES | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases aircraft, land, hangars, buildings, fuel tanks and tower sites under operating lease agreements. The majority of the bases from which the Company currently operates are leased with remaining terms between one Operating leases as of March 31, 2022 and 2021 were as follows (in thousands): March 31, 2022 March 31, 2021 Operating lease right-of-use assets $ 193,505 $ 246,667 Current portion of operating lease liabilities 69,866 77,909 Operating lease liabilities 125,441 167,718 Total operating lease liabilities $ 195,307 $ 245,627 Operating leases for the periods reflected in the table below were as follows (in thousands, except years and percentages): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Cash paid for operating leases $ 100,339 $ 112,590 $ 48,967 $ 95,601 ROU assets obtained in exchange for lease obligations $ 34,185 $ 21,923 $ 338,257 $ 256,242 Weighted average remaining lease term 4 years 4 years 4 years 5 years Weighted average discount rate 6.13 % 6.23 % 6.27 % 7.14 % Our leases for aircraft range up to base terms of 180 months with renewal options of up to 60 months. In some cases, our leases for aircraft include early purchase options and purchase options upon expiration. The leases contain terms customary in transactions of this type, including provisions that allow the lessor to repossess the aircraft and require the Company to pay a stipulated amount if the Company defaults on its obligations under the agreements. The following is a summary of the terms related to aircraft leased under operating leases with original or remaining terms in excess of one year as of March 31, 2022: End of Lease Term Number of Fiscal year 2023 to fiscal year 2024 31 Fiscal year 2025 to fiscal year 2026 10 Fiscal year 2027 to fiscal year 2028 3 44 Rent expense for the periods reflected in the table below is as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Rent expense under all operating leases 106,180 120,309 $ 50,061 $ 101,543 Rent expense under operating leases for aircraft 83,788 97,919 $ 43,044 $ 88,599 As of March 31, 2022, aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 44 aircraft, are as follows (in thousands): Aircraft Other Total Fiscal year ending March 31, 2023 $ 65,593 $ 12,840 $ 78,433 2024 51,781 10,358 62,139 2025 33,014 8,307 41,321 2026 6,814 7,104 13,918 2027 1,161 5,472 6,633 Thereafter — 15,298 15,298 $ 158,363 $ 59,379 $ 217,742 |
TAXES
TAXES | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
TAXES | TAXES The components of deferred tax assets and liabilities are as follows (in thousands): Successor Predecessor March 31, 2022 March 31, 2021 Deferred tax assets: Foreign tax credits $ 29,624 $ 33,576 State net operating losses 42,526 41,929 Net operating losses 124,976 122,376 Accrued pension liability 3,720 8,408 Accrued equity compensation 3,994 2,913 Interest expense limitation 39,919 37,546 Deferred revenue 375 375 Employee award programs 792 586 Employee payroll accruals 1,386 2,470 Capitalized start-up costs 5,762 6,025 Accrued expenses not currently deductible 12,871 10,354 Lease liabilities 66,853 67,312 Other 4,431 6,599 Valuation allowance - foreign tax credits (29,624) (33,576) Valuation allowance - state (39,873) (39,276) Valuation allowance - interest expense limitation (15,276) (11,288) Valuation allowance (88,359) (91,764) Total deferred tax assets $ 164,097 $ 164,565 Deferred tax liabilities: Property and equipment $ (96,734) $ (87,252) Inventories (762) (4,160) Investment in foreign subsidiaries and unconsolidated affiliates (15,588) (21,071) ROU asset (67,433) (67,439) Intangibles (19,663) (20,363) Other (3,728) (6,710) Total deferred tax liabilities $ (203,908) $ (206,995) Net deferred tax liabilities $ (39,811) $ (42,430) Companies may use foreign tax credits to offset the U.S. income taxes due on income earned from foreign sources. The foreign tax credits claimed for a particular taxable year are limited by the total income tax on the U.S. income tax return as well as by the ratio of foreign source net income in each statutory category to total net income. The amount of creditable foreign taxes available for the taxable year that exceeds the limitation (i.e., “excess foreign tax credits”) may be carried back one year and forward ten years. As of March 31, 2022, the Company had $29.6 million of excess foreign tax credits, of which $4.0 million expired in fiscal year 2022, $0.2 million will expire in fiscal year 2023, $15.6 million will expire in fiscal year 2024, $13.2 million will expire in fiscal year 2025 and $0.6 million will expire after fiscal year 2027. As of March 31, 2022, the Company had a $47.5 million net operating loss carryforward in the U.S. In addition, the Company has net operating losses in certain states totaling $550.0 million, which began to expire in fiscal year 2022. Certain limitations on the deductibility of interest expense pursuant to the Tax Cuts and Jobs Act (the “Act”) became effective on April 1, 2018. As of March 31, 2022 and 2021, the Company had $190.1 million and $178.8 million gross disallowed U.S. interest expense carryforward, respectively. The disallowed interest expense can be carried forward indefinitely. As of March 31, 2022, a valuation allowance of $72.7 million has been recorded for a portion of the deferred tax asset related to interest expense limitations. The realization of deferred income tax assets is dependent upon the generation of sufficient taxable income during future periods in which the temporary differences are expected to reverse. The valuation allowance is adjusted if the assessment of the “more likely than not” criteria changes. The valuation allowance continues to be applied against certain deferred income tax assets where the Company has assessed that the realization of such assets does not meet the “more likely than not” criteria. As of March 31, 2022, valuation allowances were $88.3 million for foreign operating loss carryforwards, $39.9 million for state operating loss carryforwards, $15.3 million for interest expense limitation carryforwards and $29.6 million for foreign tax credits. As of March 31, 2021, valuation allowances were $91.7 million for foreign operating loss carryforwards, $39.3 million for state operating loss carryforwards, $11.3 million for interest expense limitation carryforwards and $33.6 million for foreign tax credits The following table is a rollforward of the valuation allowance against the Company’s deferred tax assets (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Balance – beginning of fiscal year $ (175,903) $ (118,561) $ (124,700) $ (128,214) Adjustment due to Merger — (52,553) — — Additional allowances (16,701) (14,360) (19,434) (5,381) Reversals and other changes 19,472 9,571 25,573 8,895 Balance – end of fiscal year $ (173,132) $ (175,903) $ (118,561) $ (124,700) The components of loss before benefit (expense) for income taxes for the periods reflected in the table below is as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Domestic $ (23,346) $ (14,314) $ 163,866 $ (568,781) Foreign 18,927 (42,326) (24,308) (318,603) Total $ (4,419) $ (56,640) $ 139,558 $ (887,384) The expense (benefit) for income taxes consisted of the following for the periods reflected in the table below is as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Current: Domestic $ 5,971 $ 719 $ (1,542) $ 2,516 Foreign 7,068 14,387 6,572 9,178 $ 13,039 $ 15,106 $ 5,030 $ 11,694 Deferred: Domestic $ (5,945) $ (11,894) $ (5,072) $ (49,634) Foreign 4,200 (3,567) 524 (13,238) $ (1,745) $ (15,461) $ (4,548) $ (62,872) Total $ 11,294 $ (355) $ 482 $ (51,178) The reconciliation of the U.S. Federal statutory tax rate to the effective income tax rate for the (expense) benefit for income taxes for the periods reflected in the table below is as follows: Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Statutory rate 21.0 % 21.0 % 21.0 % 21.0 % Effect of U.S. tax reform — % — % — % — % Net foreign tax on non-U.S. earnings (348.2) % (25.2) % (4.2) % (0.7) % Benefit of foreign tax deduction in the U.S. 25.2 % 2.3 % (0.2) % — % Foreign earnings indefinitely reinvested abroad 44.8 % 5.8 % 2.2 % (5.9) % Change in valuation allowance 16.7 % — % (0.4) % (0.6) % Foreign earnings that are currently taxed in the U.S. (40.5) % (5.6) % 0.8 % — % Bargain purchase gain — % 30.1 % — % — % Sales of subsidiaries 22.0 % — % — % (1.1) % Effect of change in foreign statutory corporate income tax rates — % 1.7 % — % — % Preferred stock embedded derivative — % 5.7 % (27.7) % — % Contingent beneficial conversion feature — % — % — % (1.0) % Impairment of foreign investments 62.4 % (26.2) % 1.4 % (0.6) % Fresh start accounting and reorganization — % — % 6.7 % (3.6) % Professional fees to be capitalized for tax — % (2.9) % 1.3 % (1.3) % Changes in tax reserves (3.8) % — % 0.1 % — % Impact of U.S. withholding tax (10.1) % (1.3) % (0.3) % (0.1) % Nondeductible employee separation payments — % (1.0) % — % — % Other, net (45.2) % (3.8) % (0.4) % (0.3) % Effective tax rate (255.7) % 0.6 % 0.3 % 5.8 % During the fiscal year ended March 31, 2022, the Company’s effective tax rate was (255.7)%. The Company’s effective income tax rate for the fiscal year ended March 31, 2022 is primarily impacted by income tax from non-US earnings in certain profitable jurisdictions, the Company’s impairment of foreign investments that do not generate an income tax benefit, adjustments to valuation allowances against future realization of deductible business interest expense and adjustments to valuation allowances against net operating losses. During the fiscal year ended March 31, 2022, the Company’s expense for income taxes was $11.3 million. For the Predecessor periods, Old Bristow prepared the provision for income taxes using a discrete effective tax rate method due to small changes in estimated annual pre-tax income or loss potentially resulting in significant changes in the estimated annual effective tax rate. For the five months ended March 31, 2020 (Successor), Old Bristow estimated the post-emergence annual effective tax rate from continuing operations and applied this rate to the two-month post-emergence losses from continuing operations. In addition, Old Bristow separately calculated the tax impact of unusual or infrequent items. The tax impacts of such unusual or infrequent items were treated discretely in the quarter in which they occurred. During the five months ended March 31, 2020 and seven months ended October 31, 2019, Old Bristow’s effective tax rates were 0.3% and 5.8% percent, respectively. The Company’s operations are subject to the jurisdiction of multiple tax authorities, which impose various types of taxes on the Company, including income, value added, sales and payroll taxes. Determination of taxes owed in any jurisdiction requires the interpretation of related tax laws, regulations, judicial decisions and administrative interpretations of the local tax authority. As a result, the Company is subject to tax assessments in such jurisdictions including the re-determination of taxable amounts by tax authorities that may not agree with its interpretations and positions taken. The following table summarizes the years open by jurisdiction as of March 31, 2022: Years Open U.S. 2019 to present U.K. 2021 to present Guyana 2013 to present Nigeria 2012 to present Trinidad 2010 to present Australia 2018 to present Norway 2018 to present Suriname 2017 to present Brazil 2017 to present The effects of a tax position are recognized in the period in which the Company determines that it is more-likely-than-not (defined as a more than 50% likelihood) that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than 50% likely of being recognized upon ultimate settlement. As of March 31, 2022 and 2021, the Company had $3.9 million and $4.3 million, of unrecognized tax benefits respectively, all of which would have an impact on its effective tax rate, if recognized. The activity associated with unrecognized tax benefit for the periods reflected in the table below is as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Unrecognized tax benefits – beginning of period $ 4,258 $ 4,252 $ 4,060 $ 4,337 Increases for tax positions taken in prior periods 147 30 213 170 Decreases for tax positions taken in prior periods (420) — (21) (442) Decrease related to statute of limitation expirations (43) (24) — (5) Unrecognized tax benefits – end of period $ 3,942 $ 4,258 $ 4,252 $ 4,060 As of March 31, 2022, the Company had aggregated approximately $125.5 million in unremitted earnings generated by foreign subsidiaries. The Company expects to indefinitely reinvest these earnings. The Company has not provided deferred taxes on these unremitted earnings. If the Company’s expectations were to change, withholding and other applicable taxes incurred upon repatriation, if any, are not expected to have a material impact on its results of operations. Income taxes paid were $12.0 million, $15.1 million, $7.6 million, and $9.5 million during the fiscal years ended March 31, 2022 and 2021, five months ended March 31, 2020, and the seven months ended October 31, 2019 (Predecessor), respectively. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Management Incentive Plan — On the Effective Date, the Compensation Committee of Old Bristow’s Board adopted the 2019 Management Incentive Plan (the “MIP”). At the time of its adoption, the MIP served as an equity-based compensation plan for directors, officers and participating employees and other service providers of Old Bristow and its affiliates, pursuant to which Old Bristow was permitted to issue awards covering shares of the Old Bristow Common Stock and Old Bristow Preferred Stock. Upon the closing of the Merger, awards granted under the MIP converted into shares of the Company. 2012 Incentive Plan — Era adopted the Era Group Inc. 2012 Incentive Plan (“2012 Incentive Plan”) under which a maximum of 4,000,000 shares of its common stock at par value of $0.01 per share were reserved for issuance. The 2012 Incentive Plan allowed awards to be granted in the form of stock options, stock appreciation rights, shares of restricted stock, other share-based awards (payable in cash or common stock) or performance awards, or any combination thereof, and may be made to outside directors, employees or consultants. 2021 Equity Incentive Plan — In August 2021, the Company adopted the 2021 Equity Incentive Plan (the “LTIP”). Upon adoption, the LTIP replaced the 2012 Incentive Plan and MIP (collectively the “ Pre-existing Plans”) . The aggregate number of shares of common stock reserved and available for issuance pursuant to awards granted under the LTIP are (a) 1,640,000 Shares minus (b) one share for each share issued under awards granted under the Pre-existing Plans on or after June 1, 2021, through the adoption date of the LTIP, and plus (c) the number of shares subject to awards under the Pre-existing Plans that are forfeited or expire and become available for issuance under the terms of the LTIP. The LTIP allows for awards to be granted in the form of stock options, stock appreciation rights, shares of restricted stock, other share-based awards (payable in cash or common stock) or performance awards, or any combination thereof, and may be made to outside directors, employees or consultants. Shares underlying awards that expire, terminate, are cancelled, or forfeited to the Company, or are settled in cash may be reused for subsequent awards. As of March 31, 2022, 1,230,296 shares remained available to grant under the 2012 Incentive Plan. Restricted Stock. During the fiscal year ended March 31, 2022, the number of shares and the weighted average grant price of restricted stock transactions were as follows: Number of Shares Weighted Average Grant Price Non-vested as of April 1, 2021: 894,505 $ 25.28 Granted 502,191 $ 28.83 Vested/released (162,032) $ 17.20 Cancelled/forfeited (73,056) $ 27.96 Non-vested outstanding as of March 31, 2022 1,161,608 $ 27.77 As of March 31, 2022, the Company had approximately $15.9 million in total unrecognized compensation costs associated with these awards, and the weighted average period over which it is expected to be recognized is 1.8 years. Stock Options. During the fiscal year ended March 31, 2022, the stock options transactions were as follows: Number of Shares Weighted Average Grant Price Non-vested as of April 1, 2021: 452,639 $ 19.95 Granted — $ — Exercised/Released (64) $ 30.16 Cancelled/Forfeited (16,246) $ 24.65 Expired (11,378) $ 20.81 Non-vested outstanding as of March 31, 2022 424,951 $ 19.75 Vested and exercisable 180,110 $ 24.77 As of March 31, 2022, the Company had approximately $2.3 million in total unrecognized compensation costs associated with these awards, and the weighted average period over which it is expected to be recognized is 1.4 years. The weighted average remaining contractual term on the non-vested stock options is 7.3 years and 6.4 years on the vested and exercisable stock options. As of March 31, 2022, the weighted average exercise price of the vested and exercisable stock options was $28.03 and had and aggregate intrinsic value of $2.6 million. The Company utilizes the Black-Scholes option valuation model for estimating the fair value of its stock options and awards granted after the Merger vest on a cliff-basis after three years. The Company grants non-performance based restricted stock units that vest over a three year period and Cash Return on Invested Capital (“ROIC”) awards at grant date fair values derived using the Company’s closing stock price on the day the awards are granted and also vest over a three year period. The grant date fair values on performance-based restricted stock units (“PSUs”) and Total Stock Return (“TSR”) awards are determined under a Monte Carlo Simulation in a risk-neutral framework using Geometric Brownian Motion and will vest on a cliff-basis, after three years, subject to certain stock price performance targets. |
DEFINED CONTRIBUTION AND PENSIO
DEFINED CONTRIBUTION AND PENSION PLANS | 12 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
DEFINED CONTRIBUTION AND PENSION PLANS | DEFINED CONTRIBUTION AND PENSION PLANS Defined Contribution Plans The Bristow Group Inc. Employee Savings and Retirement Plan (the “Bristow Plan”) covers certain of the Company’s U.S. employees. Under the Bristow Plan, the Company matches each participant’s contributions up to 3% of the employee’s compensation. In addition, under the Bristow Plan, the Company contributes an additional 3% of the employee’s compensation. BHL and Bristow International Aviation (Guernsey) Limited (“BIAGL”) each have a defined contribution plan. These defined contribution plans were put in place for new hires following the closure of the defined benefit pension plans described below. There are defined contribution sections within the closed defined benefit plans which were established for those defined benefit members who were in active service when the schemes closed to new benefit accrual. The Company’s contributions to its defined contribution plans were $21.4 million, $21.9 million, $8.5 million and $13.6 million for the fiscal years ended 2022 and 2021, five months ended March 31, 2020 and seven months ended October 31, 2019 (Predecessor), respectively. Defined Benefit Plans The defined benefit pension plans of BHL and BIAGL (the “Defined Benefit Pension Plans”) were replaced by the defined contribution plans described above and closed to future accrual as of February 1, 2004. Prior to replacement, the Defined Benefit Pension Plans covered all full-time employees of Bristow Aviation and BIAGL employed on or before December 31, 1997. The defined benefits for participants in the Defined Benefit Pension Plans were based on the employee’s annualized average last three years’ pensionable salaries up to February 1, 2004, increasing thereafter in line with retail price inflation (prior to 2011) and consumer price inflation (from 2011 onwards), and subject to maximum increases of 5% per year over the period to retirement. Any valuation deficits are funded by contributions by BHL and BIAGL. Plan assets are held in separate funds administered by the plans’ trustee (the “Plan Trustee”), which are primarily invested in equities, credit debt securities and cash. The following table provides a rollforward of the projected benefit obligation and the fair value of plan assets, sets forth the defined benefit retirement plans’ funded status and provides detail of the components of net periodic pension cost calculated for the Defined Benefit Pension Plans. The measurement date adopted is March 31 and resulting gains or losses are amortized over the average remaining life expectancy of the plan members. Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Change in benefit obligation: Projected benefit obligation (PBO) at beginning of period $ 578,918 $ 494,992 $ 528,858 $ 504,076 Service cost 732 743 594 29 Interest cost 9,757 9,449 4,109 6,705 Actuarial loss (gain) (9,592) 41,343 (5,545) 34,618 Benefit payments and expenses (23,418) (24,854) (11,394) (13,882) Effect of exchange rate changes (26,441) 57,245 (21,630) (2,688) Projected benefit obligation (PBO) at end of period $ 529,956 $ 578,918 $ 494,992 $ 528,858 Change in plan assets: Fair value of assets at beginning of period $ 534,768 $ 477,137 $ 495,343 $ 478,350 Actual return on assets 8,633 11,738 6,827 24,633 Employer contributions 16,234 16,778 7,144 9,032 Benefit payments and expenses (23,418) (24,854) (11,394) (13,882) Effect of exchange rate changes (24,431) 53,969 (20,783) (2,790) Fair value of assets at end of period $ 511,786 $ 534,768 $ 477,137 $ 495,343 Reconciliation of funded status: Accumulated benefit obligation (ABO) $ 529,956 $ 578,918 $ 494,992 $ 528,858 Projected benefit obligation (PBO) $ 529,956 $ 578,918 $ 494,992 $ 528,858 Fair value of assets (511,786) (534,768) (477,137) (495,343) Net recognized pension liability $ 18,170 $ 44,150 $ 17,855 $ 33,515 Amounts recognized in accumulated other comprehensive loss $ (5,962) $ 45,071 $ (6,389) $ — The following table provides a detail of the components of net periodic pension cost (benefit) for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Service cost for benefits earned during the period $ 732 $ 743 $ 594 $ 29 Interest cost on pension benefit obligation 9,757 9,449 4,109 6,705 Expected return on assets (12,290) (13,090) (5,735) (5,610) Net periodic pension cost (benefit) $ (1,801) $ (2,898) $ (1,032) $ 1,124 The service cost component is reported in the Company’s statement of operations in total costs and expenses. All other components of net periodic pension cost are reported in the other expenses, net. The amount in accumulated other comprehensive loss as of March 31, 2022 expected to be recognized as a component of net periodic pension cost in fiscal year 2023 is zero, net of tax, and represents amortization of the net actuarial losses. Actuarial assumptions used to develop the components of the Defined Benefit Pension Plans for the periods reflected in the table below were as follows: Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Discount rate 2.00 % 2.30 % 1.90 % 1.90 % Expected long-term rate of return on assets 2.42 % 2.62 % 2.80 % 2.80 % Pension increase rate 3.00 % 2.60 % 2.80 % 2.80 % The Company utilizes a British pound sterling denominated AA corporate bond index as a basis for determining the discount rate for its Defined Benefit Pension Plans. The expected rate of return assumptions have been determined following consultation with the Company’s actuarial advisors. In the case of bond investments, the rates assumed have been directly based on market redemption yields at the measurement date, and those on other asset classes represent forward-looking rates that have typically been based on other independent research by investment specialists. Under U.K. and Guernsey legislation, it is the Plan Trustee who is responsible for the investment strategy of the plans, although day-to-day management of the assets is delegated to a team of regulated investment fund managers. The Plan Trustee of the Bristow Staff Pension Scheme (the “Scheme”) aims to invest the assets of the Scheme prudently so that the benefits promised to members are provided. In setting the investment strategy, the Trustee first considered the lowest risk asset allocation that it could adopt in relation to the Scheme’s liabilities. The types of investments are held, and the relative allocation of assets to investments is selected, in light of the liability profile of the Scheme, its cash flow requirements, the funding level and the Plan Trustee’s stated objectives. In addition, in order to avoid an undue concentration of risk, assets are diversified within and across asset classes. The market value of the plan’s assets as of March 31, 2022 and March 31, 2021 was allocated between asset classes. Details of target allocation percentages under the Plan Trustee’s investment strategies as of the same dates are also included as follows: Target Allocation Actual Allocation Asset Category 2022 2021 2022 2021 Equity securities 14.0 % 14.1 % 16.4 % 15.1 % Debt securities 19.0 % 19.0 % 19.8 % 16.4 % Property 6.7 % 6.7 % 5.8 % 6.4 % Other assets 60.3 % 60.2 % 58.0 % 62.1 % Total 100.0 % 100.0 % 100.0 % 100.0 % The following table summarizes, by level within the fair value hierarchy, the plan assets as of March 31, 2022, which are valued at fair value (in thousands): Quoted Prices Significant Significant Balance as of March 31, 2022 Cash and cash equivalents $ 3,591 $ 18,661 $ — $ 22,252 Equity investments- UK 1,053 — — 1,053 Equity investments- non UK 2,897 — — 2,897 Insurance linked securities — 27,386 — 27,386 Liquid credit — 98,130 — 98,130 Alternatives — 51,801 — 51,801 Diversified growth (absolute return) funds 790 — — 790 Government debt securities — 99,157 — 99,157 Corporate debt securities 1,712 — — 1,712 Insurance policy — — 154,345 154,345 Total fair value investments $ 10,043 $ 295,135 $ 154,345 $ 459,523 Net asset value (1) — — — 52,263 Total investments $ 10,043 $ 295,135 $ 154,345 $ 511,786 ____________________ (1) Includes illiquid credit and property debt amounts held at net asset values. The following table summarizes, by level within the fair value hierarchy, the plan assets as of March 31, 2021, which are valued at fair value (in thousands): Quoted Prices Significant Significant Balance as of March 31, 2021 Cash and cash equivalents $ 5,933 $ 26,628 $ — $ 32,561 Equity investments - U.K. 1,518 — — 1,518 Equity investments - Non-U.K. 2,345 — — 2,345 Insurance Linked Securities — 27,870 — 27,870 Illiquid credit — — 25,938 25,938 Liquid credit — 102,373 — 102,373 Property debt — — 34,078 34,078 Alternatives — 48,013 — 48,013 Diversified growth (absolute return) funds 1,242 — — 1,242 Government debt securities 414 85,403 — 85,817 Corporate debt securities 1,656 — — 1,656 Insurance policies — — 171,357 171,357 Total investments $ 13,108 $ 290,287 $ 231,373 $ 534,768 The investments’ fair value measurement level within the fair value hierarchy is classified in its entirety based on the lowest level of input that is significant to the measurement. The fair value of assets using Level 2 inputs is determined based on the fair value of the underlying investment using quoted prices in active markets or other significant inputs that are deemed observable. Estimated future benefit payments for each of the years ending March 31 is as follows (in thousands): Fiscal Years Ending March 31, Payments 2023 $ 23,963 2024 24,358 2025 25,017 2026 25,543 2027 25,938 Thereafter 132,061 The Company expects to fund these payments with cash contributions to the plans, plan assets and earnings on plan assets. The current estimates of cash contributions for the Company’s pension plans required for fiscal year 2023 are expected to be $16.9 million. |
STOCKHOLDERS_ EQUITY, PREFERRED
STOCKHOLDERS’ EQUITY, PREFERRED STOCK AND ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY, PREFERRED STOCK AND ACCUMULATED OTHER COMPREHENSIVE INCOME | STOCKHOLDERS’ EQUITY, PREFERRED STOCK AND ACCUMULATED OTHER COMPREHENSIVE INCOME Stockholders’ Equity and 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 converted into the Combined Company Common Stock. Because the Old Bristow 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 October 31, 2019 (Successor). This amount was reduced by the fair value of the bifurcated derivative liability as of October 31, 2019 (Successor) of $470.3 million, 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. As described in Note 8 to the consolidated financial statements, 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 legacy 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. Upon the closing of the Merger, 217,899 shares of restricted stock awards and 145,263 stock options to purchase common stock for certain employees, related to Old Bristow employees, were canceled as a result of separation from the Combined Company. Upon the closing of the Merger, vesting of 145,604 shares of restricted stock awards, related to the Combined Company’s employees were also accelerated. 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 fiscal year ended March 31, 2022, 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, as of March 31, 2022, $25.0 million remained available of the authorized $75.0 million share repurchase program. During the fiscal year ended March 31, 2021, the Company repurchased 448,252 shares of common stock in open market transactions for gross consideration of $10.0 million, equal to an average purchase price per share of $22.29. 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 October 31, 2019 $ — $ — $ — $ — Net current period other comprehensive income (loss) (16,440) 6,389 1,410 (8,641) Balance as of March 31, 2020 $ (16,440) $ 6,389 $ 1,410 $ (8,641) Other comprehensive income (loss) before reclassification 49,803 — (4,677) 45,126 Reclassified from accumulated other comprehensive income — (45,071) 1,671 (43,400) Net current period other comprehensive income (loss) 49,803 (45,071) (3,006) 1,726 Foreign exchange rate impact (717) 717 — — Balance as of March 31, 2021 $ 32,646 $ (37,965) $ (1,596) $ (6,915) Other comprehensive income (loss) before reclassification (25,274) — — (25,274) Reclassified from accumulated other comprehensive income — 5,962 2,777 8,739 Net current period other comprehensive income (loss) (25,274) 5,962 2,777 (16,535) Foreign exchange rate impact (1,729) 1,729 — — Balance as of March 31, 2022 $ 5,643 $ (30,274) $ 1,181 $ (23,450) __________________________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 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): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Income (loss): Net income (loss) attributable to Bristow Group Inc. $ (15,791) $ (56,094) $ 139,228 $ (836,414) Less: PIK dividends (1) — (12,039) (25,788) — Plus: Deemed contribution from conversion of preferred stock — 144,986 — — Income (loss) available to common stockholders – basic (15,791) 76,853 113,440 (836,414) Add: PIK dividends — 12,039 25,788 — Less: Changes in fair value of preferred stock derivative liability — (15,416) (184,140) — Income (loss) available to common stockholders – diluted $ (15,791) $ 73,476 $ (44,912) $ (836,414) Shares: Weighted average number of common shares outstanding – basic (2) 28,533 24,601 5,641 35,919 Effect of dilutive stock options and restricted stock — 180 — — Preferred shares as converted basis (2) — 6,895 24,165 — Weighted average number of common shares outstanding – diluted (3)(4) 28,533 31,676 29,806 35,919 Earnings (loss) per common share - basic $ (0.55) $ 3.12 $ 20.11 $ (23.29) Earnings (loss) per common share - diluted $ (0.55) $ 2.32 $ (1.51) $ (23.29) ___________________________ (1) See Note 8 for further discussion on PIK dividends. (2) For the five months ended March 31, 2020 the weighted average number of common shares outstanding, basic and diluted, take into account the conversion ratio applied to Old Bristow shares upon close of the Merger. (3) Excludes weighted average common shares of 1,573,745 for the fiscal year ended March 31, 2022 (Successor), 135,882 for the fiscal year ended March 31, 2021 (Successor) and 3,175,849 for the seven months ended October 31, 2019 (Predecessor), respectively, for certain share awards as the effect of their inclusion would have been antidilutive. The Old Bristow Preferred Stock is not included on an if-converted basis under diluted earnings per common share as the conversion of the shares would have been anti-dilutive. (4) Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Old Bristow’s 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the 2019 period reflected, because to do so would have been anti-dilutive. |
SEGMENT AND GEOGRAPHIC AREA INF
SEGMENT AND GEOGRAPHIC AREA INFORMATION | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC AREA INFORMATION | SEGMENT AND GEOGRAPHIC AREA INFORMATION The Company conducts business in one segment: aviation services. The aviation services global 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. The percentage of the Company’s operating revenues were derived from the following major customers for the periods reflected in the table below were as follows: Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Customer A 20.3 % 19.0 % 18.7 % 17.0 % Customer B 11.1 % 10.0 % 9.6 % 9.4 % Customer C 6.3 % 6.0 % 6.2 % 5.6 % Total percentage of operating revenues 37.7 % 35.0 % 34.5 % 32.0 % The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s consolidated financial statements (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Region revenues from external customers: Europe $ 662,421 $ 656,769 $ 284,844 $ 428,660 Americas 379,623 337,527 99,634 140,551 Asia Pacific 72,035 76,644 30,605 75,722 Africa 69,663 101,649 70,305 111,896 Corporate and other 1,462 5,473 375 394 Total region revenues (1) $ 1,185,204 $ 1,178,062 $ 485,763 $ 757,223 _________________________________________________ (1) The above table represents disaggregated revenues from contracts with customers except for the following (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Revenues not from contracts with customers: Europe $ 2,017 $ 1,224 $ 535 $ 726 Americas 31,052 33,919 14,971 18,627 Asia Pacific 523 329 20 191 Corporate and other 577 2,952 70 — Total region revenues not from contracts with customers $ 34,169 $ 38,424 $ 15,596 $ 19,544 Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Earnings from unconsolidated affiliates, net of losses — equity method investments: Europe $ — $ (19) $ 248 $ 168 Americas (1,738) 402 4,046 6,100 Corporate and other — — — 321 Total earnings from unconsolidated affiliates, net of losses — equity method investments $ (1,738) $ 383 $ 4,294 $ 6,589 Consolidated operating income (loss): Europe $ 62,082 $ 72,199 $ 19,334 $ 26,143 Americas 71,571 (24,204) 9,762 13,391 Asia Pacific (13,454) (1,047) (6,921) (33,653) Africa (27,848) (19,892) 10,154 17,255 Corporate and other (92,515) (121,753) (36,970) (101,559) Gain (loss) on disposal of assets 1,347 (8,199) (451) (3,768) Total consolidated operating income (loss) $ 1,183 $ (102,896) $ (5,092) $ (82,191) Depreciation and amortization: Europe $ 34,411 $ 32,241 $ 14,898 $ 28,155 Americas 17,160 16,847 4,168 16,654 Asia Pacific 7,219 7,831 3,836 7,463 Africa 6,460 4,994 2,274 10,829 Corporate and other 9,731 8,165 3,062 7,763 Total depreciation and amortization $ 74,981 $ 70,078 $ 28,238 $ 70,864 March 31, 2022 March 31, 2021 Identifiable assets: Europe $ 917,656 $ 1,026,042 Americas 500,219 579,169 Asia Pacific 50,335 102,169 Africa 92,582 179,445 Corporate and other 263,487 105,445 Total identifiable assets $ 1,824,279 $ 1,992,270 Investments in unconsolidated affiliates - equity method investments: Europe $ — $ 679 Americas 585 3,851 Total investments in unconsolidated affiliates - equity method investments $ 585 $ 4,530 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS ABL Amendment |
BASIS OF PRESENTATION, AND SUMM
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The 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 Annual Report on Form 10-K, 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 this Annual Report on Form 10-K refers to Old Bristow. As more fully described below under “Emergence from Voluntary Reorganization under Chapter 11”, in May 2019 Old Bristow and a number of its subsidiaries filed for bankruptcy protection in the US Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) and emerged from bankruptcy proceedings on October 31, 2019. Upon emergence Old Bristow adopted fresh start accounting, which resulted in Old Bristow becoming a new entity for financial reporting purposes. In this Annual Report on Form 10-K, references to: • “Predecessor” refer to Old Bristow on and prior to October 31, 2019; and • “Successor” refer to the reorganized Old Bristow on and after November 1, 2019 until completion of the Merger and after completion of the Merger refer to the Combined Company. The consolidated financial information for the fiscal year ended March 31, 2022 (Successor) (“fiscal year 2022”), the fiscal year ended March 31, 2021 (Successor) (“fiscal year 2021”), five months ended March 31, 2021 (Successor) and seven months ended October 31, 2020 (Predecessor) has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC on this Annual Report on Form 10-K. |
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 entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation. |
Accounting Estimates | Accounting Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure on contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates may include, among other items, those related to allowance for doubtful accounts, useful lives of property and equipment, inventories, income tax provisions, pensions, impairments, fair values used in purchase price allocations and certain accrued and contingent liabilities. Actual results could differ from those estimates and those differences may be material. |
Maintenance and Repairs | Maintenance and Repairs — The Company generally charges maintenance and repair costs, including major aircraft component overhaul costs, to earnings as the costs are incurred. However, certain major aircraft components, such as engines and transmissions, are maintained by third-party vendors under contractual agreements also referred to as power-by-the-hour (“PBH”) maintenance agreements. Under these agreements, the Company is charged an agreed amount per hour of flying time related to maintenance, repair and overhaul of the parts and components covered. The costs charged under these contractual agreements are recognized in the period in which the flight hours occur. To the extent that the Company has not yet been billed for costs incurred under these arrangements, these costs are included in accrued maintenance and repairs on its consolidated balance sheets. From time to time, the Company receives credits from its original equipment manufacturers. The Company records these credits as a reduction in maintenance expense when the credits are utilized in lieu of cash payments for purchases or services. |
Cash Equivalents | Cash Equivalents — The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Current Expected Credit Losses (CECL) | Current Expected Credit Losses (“CECL”) — The Company’s customers are primarily major integrated, national and independent offshore energy companies and government agencies. The Company designates trade receivables as a single pool of assets based on their short-term nature, similar customer base and risk characteristics. Customers are typically granted credit on a short-term basis, and related credit risks are considered minimal. The Company conducts periodic quantitative and qualitative analysis on historic customer payment trends, customer credit ratings and foreseeable economic conditions. Historically, losses on trade receivables have been immaterial and uncorrelated to each other. Based on these analyses, the Company decides if additional reserve amounts are needed against the trade receivables asset pool on a case by case basis. |
Inventories | Inventories — Inventories consist primarily of spare parts utilized for maintaining the Company’s global fleet of aircraft and are stated at average cost, net of allowances for excess and obsolete inventory. The Company establishes an allowance to accrue for the retirement of the cost of spare parts expected to be on hand at the end of a fleet’s life over the service lives of the related equipment, taking into account the estimated salvage value of the parts. |
Intangible Assets | Intangible Assets — Intangible assets with finite useful lives are amortized over their estimated useful lives to their estimated residual values. The residual value of an intangible asset is generally assumed to be zero, with certain limited exceptions. Finite lived intangible assets are reviewed for impairment when indicators of impairment are present. Indicators of impairment for finite lived intangible assets are the same as those for impairment of long-lived assets. For finite lived intangible assets, an impairment loss is recognized if the carrying amount of the asset exceeds the undiscounted cash flows projected to be generated by the asset. If the finite lived intangible asset is impaired, then the amount of the impairment is calculated as the excess of the asset’s carrying amount over its fair value. After an impairment loss is recognized, the adjusted carrying amount of the intangible asset will be its new accounting basis. After adjusting the carrying amount for impairment loss, the Company’s policy requires the reevaluation of the useful life of that asset. |
Property and equipment | Property and equipment — Property and equipment, is stated at cost, and depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to helicopters, the estimated useful life is typically based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life. The Company reviews the estimated useful lives and salvage values of its property and equipment on an ongoing basis for any changes in estimates. As of March 31, 2022, the estimated useful life (in years) of the Company’s categories of new property and equipment was as follows: Aircraft (estimated salvage value at 10%-25% of cost) 30 Aircraft accessories and spares 5 - 7 Buildings (estimated salvage value at 10% of cost) 30 Leasehold improvements Lease term or 10 Other property and equipment 3-15 The Company performs an impairment analysis on long-lived assets used in operations when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The Company’s long-lived assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If an impairment is indicated for the asset group classified as held and used, an impairment evaluation will be performed. Asset impairment evaluations are based on estimated undiscounted cash flows over the remaining useful life for the assets being evaluated. If the sum of the expected future cash flows is less than the carrying amount of the asset group, the Company would be required to recognize an impairment loss. For aircraft types that are still operating where management has made the decision to sell or abandon the aircraft type at a fixed date, an analysis is completed to determine whether depreciation needs to be accelerated or additional depreciation recorded for an expected reduction in residual value at the planned disposal date. |
Leases | Leases — The Company recognizes a right-of-use (“ROU”) asset and a lease liability on its consolidated balance sheets for leases under which it is the lessee, after applying the short-term lease exemption. Operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For discount rate, we use our incremental borrowing rate based on information available at commencement date if the rate implicit in the lease cannot be readily determined. |
Investments in Unconsolidated Affiliates | Investment in Unconsolidated Affiliates — Unconsolidated affiliates are measured at fair value with changes in fair value recognized in net income. The Company uses a measurement alternative approach for equity investments without readily determinable fair values. The alternative method measures equity investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions in a similar investment of the same issuer. The Company performs regular reviews of each unconsolidated affiliate investee’s financial condition, the business outlook for its products and services and its present and projected results and cash flows. When an investee has experienced consistent declines in financial performance or difficulties raising capital to continue operations, the investment is written down to fair value. |
Contingencies | Contingencies — The Company establishes reserves for estimated loss contingencies when it believes a loss is probable and the amount of the loss can be reasonably estimated. The Company’s contingent liability reserves relate primarily to potential tax assessments, litigation, personal injury claims and environmental liabilities and are adjusted as a result of changes in facts or circumstances that become known or changes in previous assumptions with respect to the likelihood or amount of loss. Such revisions are based on information that becomes known or circumstances that change after the reporting date for the previous period through the reporting date of the current period. Should the outcome differ from the Company’s assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required to be recognized. Legal costs related to contingent liabilities are expensed as incurred. |
Deferred Financing Costs | Deferred Financing Costs — Deferred financing costs incurred in connection with the issuance of debt are amortized over the life of the related debt using either the straight line method or effective interest rate method. Proceeds from casualty insurance settlements in excess of the carrying value of damaged assets are recognized as a gain on disposal of assets when the Company has received proof of loss documentation or are otherwise assured of collection of these amounts. However, if the aircraft damage does not result in a total loss and disposal of the asset, any insurance proceeds above the loss amount are recorded to other income. |
Share-Based Compensation | Share-Based Compensation — The grant date fair value of share-based awards granted to employees is recognized as an employee compensation expense over the requisite service period on a straight-line basis. The amount of compensation expense ultimately recognized is based on the number of awards that meet the vesting conditions at the vesting date. |
Foreign Currency Transactions | Foreign Currency Transactions — The functional currency for each of the Company’s foreign entities is the U.S. dollar. From time to time, the Company enters into transactions denominated in currencies other than its functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in other income (expense), net in the accompanying consolidated statements of operations in the period which the currency exchange rates change. |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share — Basic earnings (loss) per common share of the Company are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings (loss) per common share of the Company are computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities through the application of the treasury method and/or if-converted method . |
Taxes | Taxes — The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon temporary differences between the carrying amount and tax basis of the Company’s assets and liabilities and measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period in which the change occurs. The Company records a valuation allowance when it believes that it is more-likely-than-not that any deferred income tax asset created will not be realized. |
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 Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The standard 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. This ASU was effective beginning in fiscal year 2022 for the Company. Adoption of this standard did not have a material impact to the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes.” This standard eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This ASU 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 standard did not have a material impact to the Company’s financial statements. Not Yet Adopted In October 2021, the FASB issued ASU Update No. 2021-08, Business Combinations (Topic 805) : Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendment in this update provides specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in business combinations. The standard will be effective for the Company beginning in fiscal year 2023 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. 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): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). 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 the accounting for the modification or exchange based on whether the transaction was executed to issue equity, to issue or modify debt, or for other reasons. The standard will be effective for the Company beginning in fiscal year 2023 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements. |
Revenue Recognition | Revenue Recognition The Company derives its revenues primarily from aviation services. A majority of the Company’s revenues are generated through two types of contracts: helicopter services and fixed wing services. Revenues are 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 revenues as the performance obligations are satisfied. Helicopter services — The Company’s principal customers — international, independent and major integrated energy companies and government agencies— charter its helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Revenues from helicopter services is recognized when the performance obligation is satisfied over time based on contractual rates as the related services are performed. A performance obligation arises under contracts with customers to render services. Operating revenues is derived mainly from fixed-term contracts with the Company’s customers. A small portion of the Company’s oil and gas customer revenues is derived from providing services on an “ad-hoc” basis. The Company’s fixed-term contracts typically have original terms of one year to five years (subject to provisions permitting early termination by its customers). The Company accounts for services rendered separately if they are distinct and the service is separately identifiable from other items provided to a customer and if a customer can benefit from the services rendered on its own or with other resources that are readily available to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenues when, or as, the performance obligation is satisfied. Within this contract type for helicopter services, the Company determined that each contract has a single distinct performance obligation. These contracts include a fixed monthly rate for a particular model of aircraft plus an incremental charge based on flight hours flown, which represents the variable component of a typical contract with a customer. Rates for these services vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. The variable component of a contract is not effective until a customer-initiated flight order is received, and the actual hours flown are determined; variable consideration is recognized when the services are rendered pursuant to the variable allocation exception. Revenue is recognized as performance obligations are satisfied over time, by measuring progress towards satisfying the contracted services in a manner that best depicts the transfer of services to the customer, which is generally represented by a period of 30 days or less. The Company typically invoices customers on a monthly basis and the term between invoicing and when the payment is due is typically between 30 and 60 days. Cost reimbursements from customers are recorded as reimbursable revenues with the related reimbursed costs recorded as reimbursable expense on the Company’s consolidated statements of operations. Fixed wing services — Airnorth provides fixed wing transportation services through regular passenger transport (scheduled airline service with individual ticket sales) and charter services. A performance obligation arises under contracts with customers to render services. Within fixed wing services, the Company determined that each contract has a single distinct performance obligation. Revenue is recognized over time at the earlier of the period in which the service is provided or the period in which the right to travel expires, which is determined by the terms and conditions of the ticket. Ticket sales are recorded within deferred revenue in accordance with the above policy. Both chartered and scheduled airline service revenue is recognized net of passenger taxes and discounts. |
BASIS OF PRESENTATION, AND SU_2
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of allowance for doubtful accounts | The allowance for doubtful accounts from non-affiliates for the periods reflected below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Balance – beginning of period $ 2,303 $ 368 Additional allowances 32 1,935 Write-offs and collections (448) — Balance – end of period $ 1,887 $ 2,303 |
Schedule of allowance for inventory | As of March 31, 2022 and 2021, the inventory allowances for the periods reflected below were as follows: Fiscal Year Ended Fiscal Year Ended March 31, 2021 Balance – beginning of period $ 261 $ 62 Additional allowances, net 2,898 191 Foreign currency effects (8) 8 Balance – end of period $ 3,151 $ 261 |
Schedule of intangible assets | Intangible assets by type for the periods reflected below were as follows (in thousands): U.K. SAR customer PBH Total Gross Carrying Amount March 31, 2020 $ 55,706 $ 74,321 $ 130,027 Additions (1) — 14,423 14,423 Translation 5,542 5,689 11,231 March 31, 2021 $ 61,248 $ 94,433 $ 155,681 Additions — 233 233 Translation (2,008) (2,585) (4,593) March 31, 2022 $ 59,240 $ 92,081 $ 151,321 Accumulated Amortization March 31, 2020 $ (3,251) $ (15,503) $ (18,754) Amortization expense (7,969) (20,172) (28,141) March 31, 2021 (11,220) (35,675) (46,895) Amortization expense (8,235) (12,270) (20,505) March 31, 2022 $ (19,455) $ (47,945) $ (67,400) Weighted average remaining contractual life, in years 5.0 9.6 6.7 _____________ (1) Related to Era’s PBH contracts added as a result of the Merger. |
Schedule of intangible assets, future amortization expense | Future amortization expense of intangible assets for periods ending March 31 is as follows (in thousands): U.K. SAR customer PBH (2) Total 2023 $ 7,957 $ 12,008 $ 19,965 2024 7,957 11,022 18,979 2025 7,957 10,808 18,765 2026 7,957 7,957 15,914 2027 7,957 233 8,190 Thereafter — 2,108 2,108 $ 39,785 $ 44,136 $ 83,921 ___________________ (2) The future amortization expense for PBH will be included in maintenance expense. |
Schedule of estimated useful life | As of March 31, 2022, the estimated useful life (in years) of the Company’s categories of new property and equipment was as follows: Aircraft (estimated salvage value at 10%-25% of cost) 30 Aircraft accessories and spares 5 - 7 Buildings (estimated salvage value at 10% of cost) 30 Leasehold improvements Lease term or 10 Other property and equipment 3-15 The following table presents details on the major classes of property and equipment (in thousands): Fiscal Year Ended Fiscal Year Ended Aircraft $ 802,913 $ 805,649 Land and buildings 180,188 191,246 Other property and equipment 109,039 93,199 $ 1,092,140 $ 1,090,094 Impairment on aircraft for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Number of aircraft impaired 5 8 — 14 Impairment charges on assets held for sale $ 5,934 $ 7,792 $ — $ — Impairment charges on property and equipment (1) $ — $ — $ — $ 42,022 Fresh-start accounting adjustment (2) $ — $ — $ — $ 768,630 ___________________________ (1) Includes $42.0 million impairment related to H225s for the seven months ended October 31, 2019 (Predecessor). |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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) : Fiscal Year Ended Five Months Ended Total revenues $ 1,213,552 $ 582,803 Net income (loss) $ (100,436) $ 153,106 Net income (loss) attributable to Bristow Group Inc. $ (100,222) $ 153,415 _____________________ (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 loss and Net loss attributable to Bristow Group Inc. for the fiscal year ended March 31, 2021 due to its nonrecurring nature and has been included in pro forma combined Net loss and Net loss attributable to Bristow Group Inc. for the fiscal year ended March 31, 2021 due to its connection with the Merger. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | As of March 31, 2022, the estimated useful life (in years) of the Company’s categories of new property and equipment was as follows: Aircraft (estimated salvage value at 10%-25% of cost) 30 Aircraft accessories and spares 5 - 7 Buildings (estimated salvage value at 10% of cost) 30 Leasehold improvements Lease term or 10 Other property and equipment 3-15 The following table presents details on the major classes of property and equipment (in thousands): Fiscal Year Ended Fiscal Year Ended Aircraft $ 802,913 $ 805,649 Land and buildings 180,188 191,246 Other property and equipment 109,039 93,199 $ 1,092,140 $ 1,090,094 Impairment on aircraft for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Number of aircraft impaired 5 8 — 14 Impairment charges on assets held for sale $ 5,934 $ 7,792 $ — $ — Impairment charges on property and equipment (1) $ — $ — $ — $ 42,022 Fresh-start accounting adjustment (2) $ — $ — $ — $ 768,630 ___________________________ (1) Includes $42.0 million impairment related to H225s for the seven months ended October 31, 2019 (Predecessor). |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition [Abstract] | |
Schedule of Revenue | Total revenues for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Five Months Ended Seven Months Ended Successor Predecessor Revenues from contracts with customers $ 1,151,035 $ 1,139,638 $ 470,167 $ 737,679 Total other revenues 34,169 38,424 15,596 19,544 Total revenues $ 1,185,204 $ 1,178,062 $ 485,763 $ 757,223 Revenues by Service Line. Operating revenues earned by service line for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Five Months Ended Seven Months Ended Successor Predecessor Oil and gas services $ 767,720 $ 788,024 $ 336,073 $ 500,872 Government services (1) 272,859 252,131 91,019 129,376 Fixed wing services 85,372 73,751 35,579 70,755 Other services (2) 13,112 25,118 5,054 21,916 Total operating revenues $ 1,139,063 $ 1,139,024 $ 467,725 $ 722,919 _____________________ (1) Includes revenues of approximately $26.8 million, $0.4 million and $0.9 million related to government services that were previously included in the oil and gas and other service lines for the fiscal year ended March 31, 2021, five months ended March 31, 2020 and seven months ended October 31, 2019 (Predecessor), respectively. (2) Includes Asia Pacific and certain Europe revenues of approximately $12.7 million, $4.7 million, $21.5 million that were previously included in the oil and gas service line for the fiscal year ended March 31, 2021, five months ended March 31, 2020 and seven months ended October 31, 2019 (Predecessor), respectively. Revenues from related parties for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Five Months Ended Seven Months Ended Successor Predecessor Revenues from contracts with related parties $ 8,303 $ 12,108 $ 8,413 $ 12,015 Other revenues from related parties 22,565 30,339 14,910 18,599 Total revenues from related parties $ 30,868 $ 42,447 $ 23,323 $ 30,614 |
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 these revenues (in thousands): Remaining Performance Obligations Fiscal Year Ending March 31, Total 2023 2024 2025 2026 2027 and thereafter Helicopter contracts $ 410,036 $ 238,396 $ 183,032 $ 109,369 $ 128,029 $ 1,068,862 Fixed wing contracts 589 — — — — 589 Total remaining performance obligation revenues $ 410,625 $ 238,396 $ 183,032 $ 109,369 $ 128,029 $ 1,069,451 |
VARIABLE INTEREST ENTITIES AN_2
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table shows summarized financial information for Bristow Aviation and subsidiaries, which includes BNAS Holdings, BHNL, PAAN and YII Energy (in thousands): March 31, 2022 March 31, 2021 Total assets $ 933,478 $ 1,163,052 Total liabilities (1) $ 4,203,107 $ 4,021,334 ____________________ (1) The Company eliminates all transactions among and between the VIEs listed above within its consolidated financial statements and as presented in the summary financial information table above. Bristow Aviation has subordinated unsecured loan stock (debt) bearing interest at an annual rate of 13.5% and payable semi-annually to the Company that is not eliminated at the Bristow Aviation and subsidiaries summarized financial information level, but is eliminated at Bristow Group Inc. and subsidiaries. Payment of interest on such debt has been deferred since its incurrence in 1996 at an annual rate of 13.5% and aggregated $3.4 billion as of March 31, 2022. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Revenue from Related Parties | Total revenues for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Five Months Ended Seven Months Ended Successor Predecessor Revenues from contracts with customers $ 1,151,035 $ 1,139,638 $ 470,167 $ 737,679 Total other revenues 34,169 38,424 15,596 19,544 Total revenues $ 1,185,204 $ 1,178,062 $ 485,763 $ 757,223 Revenues by Service Line. Operating revenues earned by service line for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Five Months Ended Seven Months Ended Successor Predecessor Oil and gas services $ 767,720 $ 788,024 $ 336,073 $ 500,872 Government services (1) 272,859 252,131 91,019 129,376 Fixed wing services 85,372 73,751 35,579 70,755 Other services (2) 13,112 25,118 5,054 21,916 Total operating revenues $ 1,139,063 $ 1,139,024 $ 467,725 $ 722,919 _____________________ (1) Includes revenues of approximately $26.8 million, $0.4 million and $0.9 million related to government services that were previously included in the oil and gas and other service lines for the fiscal year ended March 31, 2021, five months ended March 31, 2020 and seven months ended October 31, 2019 (Predecessor), respectively. (2) Includes Asia Pacific and certain Europe revenues of approximately $12.7 million, $4.7 million, $21.5 million that were previously included in the oil and gas service line for the fiscal year ended March 31, 2021, five months ended March 31, 2020 and seven months ended October 31, 2019 (Predecessor), respectively. Revenues from related parties for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended March 31, 2021 Five Months Ended Seven Months Ended Successor Predecessor Revenues from contracts with related parties $ 8,303 $ 12,108 $ 8,413 $ 12,015 Other revenues from related parties 22,565 30,339 14,910 18,599 Total revenues from related parties $ 30,868 $ 42,447 $ 23,323 $ 30,614 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt as of March 31, 2022 and 2021 consisted of the following (in thousands): March 31, 2022 March 31, 2021 6.875% Senior Notes $ 391,690 $ 391,550 Lombard Debt 133,978 146,006 Airnorth Debt — 5,631 Humberside Debt — 306 Total debt 525,668 543,493 Less short-term borrowings and current maturities of long-term debt (12,759) (15,965) Total long-term debt $ 512,909 $ 527,528 |
Schedule of long-term debt maturities | The Company’s scheduled long-term maturities as of March 31, 2022, which excludes unamortized discount of $13.1 million and unamortized deferred financing fees of $8.3 million, were as follows (in thousands): Total Due 2023 $ 12,759 2024 134,332 2025 — 2026 — 2027 — Thereafter 400,000 $ 547,091 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of debt | The carrying and fair value of the Company’s debt for the periods in the table below were as follows (in thousands): Carrying Level 1 Level 2 Level 3 March 31, 2022 LIABILITIES 6.875% Senior Notes (1) $ 391,690 $ — $ 407,436 $ — Lombard Debt (2) 133,978 138,328 $ 525,668 $ — $ 545,764 $ — March 31, 2021 LIABILITIES 6.875% Senior Notes (1) $ 391,550 $ — $ 398,870 $ — Lombard Debt (2) 146,006 — 155,270 — Airnorth Debt (2) 5,631 — 5,656 — Humberside Debt 306 — 306 — $ 543,493 $ — $ 560,102 $ — _________________ (1) The carrying value is net of unamortized deferred financing fees of $8.3 million and $8.5 million for the fiscal years ended March 31, 2022 and 2021, respectively. (2) The carrying value is net of unamortized discount as follows (in thousands): Successor March 31, 2022 March 31, 2021 Lombard Debt $ 13,112 $ 21,495 Airnorth Debt — 154 Total unamortized debt discount $ 13,112 $ 21,649 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | Operating leases as of March 31, 2022 and 2021 were as follows (in thousands): March 31, 2022 March 31, 2021 Operating lease right-of-use assets $ 193,505 $ 246,667 Current portion of operating lease liabilities 69,866 77,909 Operating lease liabilities 125,441 167,718 Total operating lease liabilities $ 195,307 $ 245,627 |
Lease Cost Terms and Rent Expense | Operating leases for the periods reflected in the table below were as follows (in thousands, except years and percentages): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Cash paid for operating leases $ 100,339 $ 112,590 $ 48,967 $ 95,601 ROU assets obtained in exchange for lease obligations $ 34,185 $ 21,923 $ 338,257 $ 256,242 Weighted average remaining lease term 4 years 4 years 4 years 5 years Weighted average discount rate 6.13 % 6.23 % 6.27 % 7.14 % Rent expense for the periods reflected in the table below is as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Rent expense under all operating leases 106,180 120,309 $ 50,061 $ 101,543 Rent expense under operating leases for aircraft 83,788 97,919 $ 43,044 $ 88,599 |
Lessee, Operating Lease, Liability, Maturity | The following is a summary of the terms related to aircraft leased under operating leases with original or remaining terms in excess of one year as of March 31, 2022: End of Lease Term Number of Fiscal year 2023 to fiscal year 2024 31 Fiscal year 2025 to fiscal year 2026 10 Fiscal year 2027 to fiscal year 2028 3 44 As of March 31, 2022, aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 44 aircraft, are as follows (in thousands): Aircraft Other Total Fiscal year ending March 31, 2023 $ 65,593 $ 12,840 $ 78,433 2024 51,781 10,358 62,139 2025 33,014 8,307 41,321 2026 6,814 7,104 13,918 2027 1,161 5,472 6,633 Thereafter — 15,298 15,298 $ 158,363 $ 59,379 $ 217,742 |
TAXES (Tables)
TAXES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows (in thousands): Successor Predecessor March 31, 2022 March 31, 2021 Deferred tax assets: Foreign tax credits $ 29,624 $ 33,576 State net operating losses 42,526 41,929 Net operating losses 124,976 122,376 Accrued pension liability 3,720 8,408 Accrued equity compensation 3,994 2,913 Interest expense limitation 39,919 37,546 Deferred revenue 375 375 Employee award programs 792 586 Employee payroll accruals 1,386 2,470 Capitalized start-up costs 5,762 6,025 Accrued expenses not currently deductible 12,871 10,354 Lease liabilities 66,853 67,312 Other 4,431 6,599 Valuation allowance - foreign tax credits (29,624) (33,576) Valuation allowance - state (39,873) (39,276) Valuation allowance - interest expense limitation (15,276) (11,288) Valuation allowance (88,359) (91,764) Total deferred tax assets $ 164,097 $ 164,565 Deferred tax liabilities: Property and equipment $ (96,734) $ (87,252) Inventories (762) (4,160) Investment in foreign subsidiaries and unconsolidated affiliates (15,588) (21,071) ROU asset (67,433) (67,439) Intangibles (19,663) (20,363) Other (3,728) (6,710) Total deferred tax liabilities $ (203,908) $ (206,995) Net deferred tax liabilities $ (39,811) $ (42,430) |
Rollforward of Valuation Allowance | The following table is a rollforward of the valuation allowance against the Company’s deferred tax assets (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Balance – beginning of fiscal year $ (175,903) $ (118,561) $ (124,700) $ (128,214) Adjustment due to Merger — (52,553) — — Additional allowances (16,701) (14,360) (19,434) (5,381) Reversals and other changes 19,472 9,571 25,573 8,895 Balance – end of fiscal year $ (173,132) $ (175,903) $ (118,561) $ (124,700) |
Schedule of Components of Loss Before Benefit (Provision) for Income Taxes | The components of loss before benefit (expense) for income taxes for the periods reflected in the table below is as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Domestic $ (23,346) $ (14,314) $ 163,866 $ (568,781) Foreign 18,927 (42,326) (24,308) (318,603) Total $ (4,419) $ (56,640) $ 139,558 $ (887,384) |
Schedule of Provision (Benefit) for Income Taxes | The expense (benefit) for income taxes consisted of the following for the periods reflected in the table below is as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Current: Domestic $ 5,971 $ 719 $ (1,542) $ 2,516 Foreign 7,068 14,387 6,572 9,178 $ 13,039 $ 15,106 $ 5,030 $ 11,694 Deferred: Domestic $ (5,945) $ (11,894) $ (5,072) $ (49,634) Foreign 4,200 (3,567) 524 (13,238) $ (1,745) $ (15,461) $ (4,548) $ (62,872) Total $ 11,294 $ (355) $ 482 $ (51,178) |
Reconciliation of Effective Income Tax Rate | The reconciliation of the U.S. Federal statutory tax rate to the effective income tax rate for the (expense) benefit for income taxes for the periods reflected in the table below is as follows: Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Statutory rate 21.0 % 21.0 % 21.0 % 21.0 % Effect of U.S. tax reform — % — % — % — % Net foreign tax on non-U.S. earnings (348.2) % (25.2) % (4.2) % (0.7) % Benefit of foreign tax deduction in the U.S. 25.2 % 2.3 % (0.2) % — % Foreign earnings indefinitely reinvested abroad 44.8 % 5.8 % 2.2 % (5.9) % Change in valuation allowance 16.7 % — % (0.4) % (0.6) % Foreign earnings that are currently taxed in the U.S. (40.5) % (5.6) % 0.8 % — % Bargain purchase gain — % 30.1 % — % — % Sales of subsidiaries 22.0 % — % — % (1.1) % Effect of change in foreign statutory corporate income tax rates — % 1.7 % — % — % Preferred stock embedded derivative — % 5.7 % (27.7) % — % Contingent beneficial conversion feature — % — % — % (1.0) % Impairment of foreign investments 62.4 % (26.2) % 1.4 % (0.6) % Fresh start accounting and reorganization — % — % 6.7 % (3.6) % Professional fees to be capitalized for tax — % (2.9) % 1.3 % (1.3) % Changes in tax reserves (3.8) % — % 0.1 % — % Impact of U.S. withholding tax (10.1) % (1.3) % (0.3) % (0.1) % Nondeductible employee separation payments — % (1.0) % — % — % Other, net (45.2) % (3.8) % (0.4) % (0.3) % Effective tax rate (255.7) % 0.6 % 0.3 % 5.8 % |
Summary of Open Tax Years and Unrecognized Tax Benefits | The following table summarizes the years open by jurisdiction as of March 31, 2022: Years Open U.S. 2019 to present U.K. 2021 to present Guyana 2013 to present Nigeria 2012 to present Trinidad 2010 to present Australia 2018 to present Norway 2018 to present Suriname 2017 to present Brazil 2017 to present The activity associated with unrecognized tax benefit for the periods reflected in the table below is as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Unrecognized tax benefits – beginning of period $ 4,258 $ 4,252 $ 4,060 $ 4,337 Increases for tax positions taken in prior periods 147 30 213 170 Decreases for tax positions taken in prior periods (420) — (21) (442) Decrease related to statute of limitation expirations (43) (24) — (5) Unrecognized tax benefits – end of period $ 3,942 $ 4,258 $ 4,252 $ 4,060 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Transactions | Restricted Stock. During the fiscal year ended March 31, 2022, the number of shares and the weighted average grant price of restricted stock transactions were as follows: Number of Shares Weighted Average Grant Price Non-vested as of April 1, 2021: 894,505 $ 25.28 Granted 502,191 $ 28.83 Vested/released (162,032) $ 17.20 Cancelled/forfeited (73,056) $ 27.96 Non-vested outstanding as of March 31, 2022 1,161,608 $ 27.77 |
Schedule of Stock Options Transactions | Stock Options. During the fiscal year ended March 31, 2022, the stock options transactions were as follows: Number of Shares Weighted Average Grant Price Non-vested as of April 1, 2021: 452,639 $ 19.95 Granted — $ — Exercised/Released (64) $ 30.16 Cancelled/Forfeited (16,246) $ 24.65 Expired (11,378) $ 20.81 Non-vested outstanding as of March 31, 2022 424,951 $ 19.75 Vested and exercisable 180,110 $ 24.77 |
DEFINED CONTRIBUTION AND PENS_2
DEFINED CONTRIBUTION AND PENSION PLANS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | The following table provides a rollforward of the projected benefit obligation and the fair value of plan assets, sets forth the defined benefit retirement plans’ funded status and provides detail of the components of net periodic pension cost calculated for the Defined Benefit Pension Plans. The measurement date adopted is March 31 and resulting gains or losses are amortized over the average remaining life expectancy of the plan members. Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Change in benefit obligation: Projected benefit obligation (PBO) at beginning of period $ 578,918 $ 494,992 $ 528,858 $ 504,076 Service cost 732 743 594 29 Interest cost 9,757 9,449 4,109 6,705 Actuarial loss (gain) (9,592) 41,343 (5,545) 34,618 Benefit payments and expenses (23,418) (24,854) (11,394) (13,882) Effect of exchange rate changes (26,441) 57,245 (21,630) (2,688) Projected benefit obligation (PBO) at end of period $ 529,956 $ 578,918 $ 494,992 $ 528,858 Change in plan assets: Fair value of assets at beginning of period $ 534,768 $ 477,137 $ 495,343 $ 478,350 Actual return on assets 8,633 11,738 6,827 24,633 Employer contributions 16,234 16,778 7,144 9,032 Benefit payments and expenses (23,418) (24,854) (11,394) (13,882) Effect of exchange rate changes (24,431) 53,969 (20,783) (2,790) Fair value of assets at end of period $ 511,786 $ 534,768 $ 477,137 $ 495,343 Reconciliation of funded status: Accumulated benefit obligation (ABO) $ 529,956 $ 578,918 $ 494,992 $ 528,858 Projected benefit obligation (PBO) $ 529,956 $ 578,918 $ 494,992 $ 528,858 Fair value of assets (511,786) (534,768) (477,137) (495,343) Net recognized pension liability $ 18,170 $ 44,150 $ 17,855 $ 33,515 Amounts recognized in accumulated other comprehensive loss $ (5,962) $ 45,071 $ (6,389) $ — |
Schedule of Components of Net Periodic Pension Cost | The following table provides a detail of the components of net periodic pension cost (benefit) for the periods reflected in the table below were as follows (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Service cost for benefits earned during the period $ 732 $ 743 $ 594 $ 29 Interest cost on pension benefit obligation 9,757 9,449 4,109 6,705 Expected return on assets (12,290) (13,090) (5,735) (5,610) Net periodic pension cost (benefit) $ (1,801) $ (2,898) $ (1,032) $ 1,124 |
Schedule of Actuarial Assumptions | Actuarial assumptions used to develop the components of the Defined Benefit Pension Plans for the periods reflected in the table below were as follows: Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Discount rate 2.00 % 2.30 % 1.90 % 1.90 % Expected long-term rate of return on assets 2.42 % 2.62 % 2.80 % 2.80 % Pension increase rate 3.00 % 2.60 % 2.80 % 2.80 % |
Schedule of Target Allocation Percentages And Plan Assets By Level Within Fair Value Hierarchy | Details of target allocation percentages under the Plan Trustee’s investment strategies as of the same dates are also included as follows: Target Allocation Actual Allocation Asset Category 2022 2021 2022 2021 Equity securities 14.0 % 14.1 % 16.4 % 15.1 % Debt securities 19.0 % 19.0 % 19.8 % 16.4 % Property 6.7 % 6.7 % 5.8 % 6.4 % Other assets 60.3 % 60.2 % 58.0 % 62.1 % Total 100.0 % 100.0 % 100.0 % 100.0 % The following table summarizes, by level within the fair value hierarchy, the plan assets as of March 31, 2022, which are valued at fair value (in thousands): Quoted Prices Significant Significant Balance as of March 31, 2022 Cash and cash equivalents $ 3,591 $ 18,661 $ — $ 22,252 Equity investments- UK 1,053 — — 1,053 Equity investments- non UK 2,897 — — 2,897 Insurance linked securities — 27,386 — 27,386 Liquid credit — 98,130 — 98,130 Alternatives — 51,801 — 51,801 Diversified growth (absolute return) funds 790 — — 790 Government debt securities — 99,157 — 99,157 Corporate debt securities 1,712 — — 1,712 Insurance policy — — 154,345 154,345 Total fair value investments $ 10,043 $ 295,135 $ 154,345 $ 459,523 Net asset value (1) — — — 52,263 Total investments $ 10,043 $ 295,135 $ 154,345 $ 511,786 ____________________ (1) Includes illiquid credit and property debt amounts held at net asset values. The following table summarizes, by level within the fair value hierarchy, the plan assets as of March 31, 2021, which are valued at fair value (in thousands): Quoted Prices Significant Significant Balance as of March 31, 2021 Cash and cash equivalents $ 5,933 $ 26,628 $ — $ 32,561 Equity investments - U.K. 1,518 — — 1,518 Equity investments - Non-U.K. 2,345 — — 2,345 Insurance Linked Securities — 27,870 — 27,870 Illiquid credit — — 25,938 25,938 Liquid credit — 102,373 — 102,373 Property debt — — 34,078 34,078 Alternatives — 48,013 — 48,013 Diversified growth (absolute return) funds 1,242 — — 1,242 Government debt securities 414 85,403 — 85,817 Corporate debt securities 1,656 — — 1,656 Insurance policies — — 171,357 171,357 Total investments $ 13,108 $ 290,287 $ 231,373 $ 534,768 |
Schedule of Estimated Future Benefit Payments | Estimated future benefit payments for each of the years ending March 31 is as follows (in thousands): Fiscal Years Ending March 31, Payments 2023 $ 23,963 2024 24,358 2025 25,017 2026 25,543 2027 25,938 Thereafter 132,061 |
STOCKHOLDERS_ EQUITY, PREFERR_2
STOCKHOLDERS’ EQUITY, PREFERRED STOCK AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Income (loss): Net income (loss) attributable to Bristow Group Inc. $ (15,791) $ (56,094) $ 139,228 $ (836,414) Less: PIK dividends (1) — (12,039) (25,788) — Plus: Deemed contribution from conversion of preferred stock — 144,986 — — Income (loss) available to common stockholders – basic (15,791) 76,853 113,440 (836,414) Add: PIK dividends — 12,039 25,788 — Less: Changes in fair value of preferred stock derivative liability — (15,416) (184,140) — Income (loss) available to common stockholders – diluted $ (15,791) $ 73,476 $ (44,912) $ (836,414) Shares: Weighted average number of common shares outstanding – basic (2) 28,533 24,601 5,641 35,919 Effect of dilutive stock options and restricted stock — 180 — — Preferred shares as converted basis (2) — 6,895 24,165 — Weighted average number of common shares outstanding – diluted (3)(4) 28,533 31,676 29,806 35,919 Earnings (loss) per common share - basic $ (0.55) $ 3.12 $ 20.11 $ (23.29) Earnings (loss) per common share - diluted $ (0.55) $ 2.32 $ (1.51) $ (23.29) ___________________________ (1) See Note 8 for further discussion on PIK dividends. (2) For the five months ended March 31, 2020 the weighted average number of common shares outstanding, basic and diluted, take into account the conversion ratio applied to Old Bristow shares upon close of the Merger. (3) Excludes weighted average common shares of 1,573,745 for the fiscal year ended March 31, 2022 (Successor), 135,882 for the fiscal year ended March 31, 2021 (Successor) and 3,175,849 for the seven months ended October 31, 2019 (Predecessor), respectively, for certain share awards as the effect of their inclusion would have been antidilutive. The Old Bristow Preferred Stock is not included on an if-converted basis under diluted earnings per common share as the conversion of the shares would have been anti-dilutive. (4) Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Old Bristow’s 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the 2019 period reflected, because to do so would have been anti-dilutive. |
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 October 31, 2019 $ — $ — $ — $ — Net current period other comprehensive income (loss) (16,440) 6,389 1,410 (8,641) Balance as of March 31, 2020 $ (16,440) $ 6,389 $ 1,410 $ (8,641) Other comprehensive income (loss) before reclassification 49,803 — (4,677) 45,126 Reclassified from accumulated other comprehensive income — (45,071) 1,671 (43,400) Net current period other comprehensive income (loss) 49,803 (45,071) (3,006) 1,726 Foreign exchange rate impact (717) 717 — — Balance as of March 31, 2021 $ 32,646 $ (37,965) $ (1,596) $ (6,915) Other comprehensive income (loss) before reclassification (25,274) — — (25,274) Reclassified from accumulated other comprehensive income — 5,962 2,777 8,739 Net current period other comprehensive income (loss) (25,274) 5,962 2,777 (16,535) Foreign exchange rate impact (1,729) 1,729 — — Balance as of March 31, 2022 $ 5,643 $ (30,274) $ 1,181 $ (23,450) __________________________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [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): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Income (loss): Net income (loss) attributable to Bristow Group Inc. $ (15,791) $ (56,094) $ 139,228 $ (836,414) Less: PIK dividends (1) — (12,039) (25,788) — Plus: Deemed contribution from conversion of preferred stock — 144,986 — — Income (loss) available to common stockholders – basic (15,791) 76,853 113,440 (836,414) Add: PIK dividends — 12,039 25,788 — Less: Changes in fair value of preferred stock derivative liability — (15,416) (184,140) — Income (loss) available to common stockholders – diluted $ (15,791) $ 73,476 $ (44,912) $ (836,414) Shares: Weighted average number of common shares outstanding – basic (2) 28,533 24,601 5,641 35,919 Effect of dilutive stock options and restricted stock — 180 — — Preferred shares as converted basis (2) — 6,895 24,165 — Weighted average number of common shares outstanding – diluted (3)(4) 28,533 31,676 29,806 35,919 Earnings (loss) per common share - basic $ (0.55) $ 3.12 $ 20.11 $ (23.29) Earnings (loss) per common share - diluted $ (0.55) $ 2.32 $ (1.51) $ (23.29) ___________________________ (1) See Note 8 for further discussion on PIK dividends. (2) For the five months ended March 31, 2020 the weighted average number of common shares outstanding, basic and diluted, take into account the conversion ratio applied to Old Bristow shares upon close of the Merger. (3) Excludes weighted average common shares of 1,573,745 for the fiscal year ended March 31, 2022 (Successor), 135,882 for the fiscal year ended March 31, 2021 (Successor) and 3,175,849 for the seven months ended October 31, 2019 (Predecessor), respectively, for certain share awards as the effect of their inclusion would have been antidilutive. The Old Bristow Preferred Stock is not included on an if-converted basis under diluted earnings per common share as the conversion of the shares would have been anti-dilutive. (4) Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Old Bristow’s 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the 2019 period reflected, because to do so would have been anti-dilutive. |
SEGMENT AND GEOGRAPHIC AREA I_2
SEGMENT AND GEOGRAPHIC AREA INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of percentage of operating revenues by major customer | The percentage of the Company’s operating revenues were derived from the following major customers for the periods reflected in the table below were as follows: Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Customer A 20.3 % 19.0 % 18.7 % 17.0 % Customer B 11.1 % 10.0 % 9.6 % 9.4 % Customer C 6.3 % 6.0 % 6.2 % 5.6 % Total percentage of operating revenues 37.7 % 35.0 % 34.5 % 32.0 % |
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 consolidated financial statements (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Region revenues from external customers: Europe $ 662,421 $ 656,769 $ 284,844 $ 428,660 Americas 379,623 337,527 99,634 140,551 Asia Pacific 72,035 76,644 30,605 75,722 Africa 69,663 101,649 70,305 111,896 Corporate and other 1,462 5,473 375 394 Total region revenues (1) $ 1,185,204 $ 1,178,062 $ 485,763 $ 757,223 _________________________________________________ (1) The above table represents disaggregated revenues from contracts with customers except for the following (in thousands): Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Revenues not from contracts with customers: Europe $ 2,017 $ 1,224 $ 535 $ 726 Americas 31,052 33,919 14,971 18,627 Asia Pacific 523 329 20 191 Corporate and other 577 2,952 70 — Total region revenues not from contracts with customers $ 34,169 $ 38,424 $ 15,596 $ 19,544 |
Operating Performance and Total Assets by Segment | Fiscal Year Ended Fiscal Year Ended Five Months Ended Seven Months Ended Successor Predecessor Earnings from unconsolidated affiliates, net of losses — equity method investments: Europe $ — $ (19) $ 248 $ 168 Americas (1,738) 402 4,046 6,100 Corporate and other — — — 321 Total earnings from unconsolidated affiliates, net of losses — equity method investments $ (1,738) $ 383 $ 4,294 $ 6,589 Consolidated operating income (loss): Europe $ 62,082 $ 72,199 $ 19,334 $ 26,143 Americas 71,571 (24,204) 9,762 13,391 Asia Pacific (13,454) (1,047) (6,921) (33,653) Africa (27,848) (19,892) 10,154 17,255 Corporate and other (92,515) (121,753) (36,970) (101,559) Gain (loss) on disposal of assets 1,347 (8,199) (451) (3,768) Total consolidated operating income (loss) $ 1,183 $ (102,896) $ (5,092) $ (82,191) Depreciation and amortization: Europe $ 34,411 $ 32,241 $ 14,898 $ 28,155 Americas 17,160 16,847 4,168 16,654 Asia Pacific 7,219 7,831 3,836 7,463 Africa 6,460 4,994 2,274 10,829 Corporate and other 9,731 8,165 3,062 7,763 Total depreciation and amortization $ 74,981 $ 70,078 $ 28,238 $ 70,864 March 31, 2022 March 31, 2021 Identifiable assets: Europe $ 917,656 $ 1,026,042 Americas 500,219 579,169 Asia Pacific 50,335 102,169 Africa 92,582 179,445 Corporate and other 263,487 105,445 Total identifiable assets $ 1,824,279 $ 1,992,270 Investments in unconsolidated affiliates - equity method investments: Europe $ — $ 679 Americas 585 3,851 Total investments in unconsolidated affiliates - equity method investments $ 585 $ 4,530 |
BASIS OF PRESENTATION, AND SU_3
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Oct. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.0001 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Allowance for doubtful accounts | $ 1,887 | $ 2,303 | $ 368 |
BASIS OF PRESENTATION, AND SU_4
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance – beginning of period | $ 2,303 | $ 368 |
Additional allowances | 32 | 1,935 |
Write-offs and collections | (448) | 0 |
Balance – end of period | $ 1,887 | $ 2,303 |
BASIS OF PRESENTATION, AND SU_5
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Inventory Allowance (Details) - Inventory Valuation Reserve - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Inventory, Valuation Allowance [Roll Forward] | ||
Balance – beginning of period | $ 261 | $ 62 |
Additional allowances, net | 2,898 | 191 |
Foreign currency effects | (8) | 8 |
Balance – end of period | $ 3,151 | $ 261 |
BASIS OF PRESENTATION, AND SU_6
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets by Type (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible assets - beginning balance | $ 155,681 | $ 130,027 |
Additions | 233 | 14,423 |
Translation | (4,593) | 11,231 |
Intangible assets - ending balance | 151,321 | 155,681 |
Accumulated amortization of intangible assets - beginning balance | (46,895) | (18,754) |
Amortization expense | (20,505) | (28,141) |
Accumulated amortization of intangible assets - ending balance | $ (67,400) | (46,895) |
Weighted average remaining contractual life, in years | 6 years 8 months 12 days | |
U.K. SAR customer contract | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible assets - beginning balance | $ 61,248 | 55,706 |
Additions | 0 | 0 |
Translation | (2,008) | 5,542 |
Intangible assets - ending balance | 59,240 | 61,248 |
Accumulated amortization of intangible assets - beginning balance | (11,220) | (3,251) |
Amortization expense | (8,235) | (7,969) |
Accumulated amortization of intangible assets - ending balance | $ (19,455) | (11,220) |
Weighted average remaining contractual life, in years | 5 years | |
PBH | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible assets - beginning balance | $ 94,433 | 74,321 |
Additions | 233 | 14,423 |
Translation | (2,585) | 5,689 |
Intangible assets - ending balance | 92,081 | 94,433 |
Accumulated amortization of intangible assets - beginning balance | (35,675) | (15,503) |
Amortization expense | (12,270) | (20,172) |
Accumulated amortization of intangible assets - ending balance | $ (47,945) | $ (35,675) |
Weighted average remaining contractual life, in years | 9 years 7 months 6 days |
BASIS OF PRESENTATION, AND SU_7
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2023 | $ 19,965 |
2024 | 18,979 |
2025 | 18,765 |
2026 | 15,914 |
2027 | 8,190 |
Thereafter | 2,108 |
Future intangible assets amortization expense | 83,921 |
U.K. SAR customer contract | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 7,957 |
2024 | 7,957 |
2025 | 7,957 |
2026 | 7,957 |
2027 | 7,957 |
Thereafter | 0 |
Future intangible assets amortization expense | 39,785 |
PBH | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 12,008 |
2024 | 11,022 |
2025 | 10,808 |
2026 | 7,957 |
2027 | 233 |
Thereafter | 2,108 |
Future intangible assets amortization expense | $ 44,136 |
BASIS OF PRESENTATION, AND SU_8
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Life (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Aircraft | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Aircraft | Minimum | |
Property, Plant and Equipment [Line Items] | |
Salvage value | 10.00% |
Aircraft | Maximum | |
Property, Plant and Equipment [Line Items] | |
Salvage value | 25.00% |
Aircraft accessories and spares | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Aircraft accessories and spares | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Building | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Salvage value | 10.00% |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Other property and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Other property and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2020USD ($)director$ / shares | Mar. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Jan. 24, 2020$ / shares |
Business Acquisition [Line Items] | ||||||
Number of directors | director | 8 | |||||
Number of directors designated by Bristow | director | 6 | |||||
Acquired aircraft, aggregate fair value | $ 179,900 | |||||
Gain on bargain purchase | $ 0 | $ 0 | $ 0 | $ 81,093 | ||
Era | ||||||
Business Acquisition [Line Items] | ||||||
Gain on bargain purchase | $ 81,100 | |||||
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 |
Exchanged 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 | 5 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Era | ||||
Business Acquisition [Line Items] | ||||
Total revenues | $ 582,803 | $ 1,213,552 | ||
Net income (loss) | 153,106 | (100,436) | ||
Net income (loss) attributable to Bristow Group Inc. | 153,415 | $ (100,222) | ||
Lider | ||||
Business Acquisition [Line Items] | ||||
Impairment of investment in unconsolidated affiliates | $ 18,700 | $ 9,600 | $ 18,700 |
PROPERTY AND EQUIPMENT - Major
PROPERTY AND EQUIPMENT - Major Classes of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,092,140 | $ 1,090,094 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 802,913 | 805,649 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 180,188 | 191,246 |
Other property and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 109,039 | $ 93,199 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 25 | $ 112.8 | $ 66.7 | $ 62.1 |
Impairment of equipment and inventory | $ 11.8 | $ 12.4 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment Disposals (Details) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)aircraft | Oct. 31, 2019USD ($)aircraft | Mar. 31, 2022USD ($)aircraft | Mar. 31, 2021USD ($)aircraft | |
Property, Plant and Equipment [Line Items] | ||||
Number of aircraft impaired | aircraft | 0 | 14 | 5 | 8 |
Impairment charges on assets held for sale | $ 0 | $ 0 | $ 5,934 | $ 7,792 |
Impairment charges on property and equipment | $ 0 | 42,022 | 0 | 0 |
Property and equipment, net | 931,700 | $ 942,608 | $ 1,004,559 | |
H225 Aircraft | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment charges on property and equipment | 42,000 | |||
Reorganization Chapter 11 Fresh Start Adjustment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, net | $ 768,630 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Mar. 31, 2022USD ($)contract | Mar. 31, 2021USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Types of contracts | contract | 2 | |||
Performance obligation term | 30 days | |||
Revenue recognized | $ 4,900,000 | $ 8,500,000 | $ 7,300,000 | $ 3,500,000 |
Contract with customer, liability | 13,300,000 | 13,300,000 | ||
Contract with customer, asset, after allowance for credit loss | $ 0 | 0 | ||
Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Period of service | 1 year | |||
Invoicing payment due period | 60 days | |||
Contract termination notice period | 30 days | |||
Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Period of service | 5 years | |||
Invoicing payment due period | 30 days | |||
Contract termination notice period | 365 days | |||
Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Accounts receivable | $ 165,200,000 | $ 167,300,000 |
REVENUES - Schedule of Revenue
REVENUES - Schedule of Revenue from third party customers (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue Recognition [Abstract] | ||||
Revenues from contracts with customers | $ 470,167 | $ 737,679 | $ 1,151,035 | $ 1,139,638 |
Total other revenues | 15,596 | 19,544 | 34,169 | 38,424 |
Total revenues | $ 485,763 | $ 757,223 | $ 1,185,204 | $ 1,178,062 |
REVENUES - Schedule of Service
REVENUES - Schedule of Service Revenue (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 485,763 | $ 757,223 | $ 1,185,204 | $ 1,178,062 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 467,725 | 722,919 | 1,139,063 | 1,139,024 |
Oil and Gas Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 336,073 | 500,872 | 767,720 | 788,024 |
Oil and Gas Service | Revision of Prior Period, Reclassification, Adjustment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | (4,700) | (21,500) | (12,700) | |
Government services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 91,019 | 129,376 | 272,859 | 252,131 |
Government services | Revision of Prior Period, Reclassification, Adjustment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 400 | 900 | 26,800 | |
Fixed wing services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 35,579 | 70,755 | 85,372 | 73,751 |
Other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5,054 | 21,916 | $ 13,112 | 25,118 |
Other services | Revision of Prior Period, Reclassification, Adjustment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,700 | 21,500 | 12,700 | |
Oil And Gas And Other Services | Revision of Prior Period, Reclassification, Adjustment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ (400) | $ (900) | $ (26,800) |
REVENUES - Remaining Performanc
REVENUES - Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 1,069,451 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 410,625 |
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] | |
Total remaining performance obligation, amount | $ 238,396 |
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] | |
Total remaining performance obligation, amount | $ 183,032 |
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] | |
Total remaining performance obligation, amount | $ 109,369 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 128,029 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 1,068,862 |
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] | |
Total remaining performance obligation, amount | $ 410,036 |
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] | |
Total remaining performance obligation, amount | $ 238,396 |
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] | |
Total remaining performance obligation, amount | $ 183,032 |
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] | |
Total remaining performance obligation, amount | $ 109,369 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 128,029 |
Remaining performance obligation, expected timing | 1 year |
Fixed wing contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 589 |
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] | |
Total remaining performance obligation, amount | $ 589 |
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] | |
Total 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] | |
Total 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] | |
Total 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]: 2026-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
VARIABLE INTEREST ENTITIES AN_3
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Narrative (Details) $ in Thousands, £ in Millions | May 10, 2019GBP (£) | Jun. 30, 2019USD ($) | Apr. 30, 2019USD ($) | Mar. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Mar. 31, 2022USD ($)affiliates | Mar. 31, 2021USD ($)affiliates |
Variable Interest Entity [Line Items] | |||||||
Number of variable interest entities | affiliates | 6 | 6 | |||||
Loss on sale of subsidiaries | $ 0 | $ 55,883 | $ 2,002 | $ 0 | |||
Sale of subsidiaries | 5,612 | $ 1,572 | |||||
BNAS | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 100.00% | ||||||
Bristow Aviation Holdings Limited | VIE, primary beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 49.00% | ||||||
Bristow Helicopters Nigeria Ltd | VIE, primary beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 48.00% | ||||||
Pan African Airlines Nigeria Ltd | VIE, primary beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 50.17% | ||||||
Eastern Airways | |||||||
Variable Interest Entity [Line Items] | |||||||
Contributions to noncontrolling interest | £ | £ 17.1 | ||||||
Loss on sale of subsidiaries | 46,900 | ||||||
Write off of net assets | 35,000 | ||||||
Write off of cumulative translation adjustment | 11,900 | ||||||
Hauser Investments Limited | |||||||
Variable Interest Entity [Line Items] | |||||||
Noncontrolling ownership percentage | 75.00% | ||||||
Bristow Helicopters Limited | BNAS Holdings | VIE, primary beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 49.00% | ||||||
European Union (“EU”) National | BNAS Holdings | VIE, primary beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 51.00% | ||||||
Impigra Aviation Holdings Limited | Bristow Aviation Holdings Limited | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 51.00% | ||||||
Impigra Aviation Holdings Limited | Bristow Aviation Holdings Limited | VIE, primary beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 51.00% | ||||||
YII 5668 Energy | Bristow Helicopters Nigeria Ltd | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 50.00% | ||||||
Nigerian Employees | YII 5668 Energy | |||||||
Variable Interest Entity [Line Items] | |||||||
Noncontrolling ownership percentage | 100.00% | ||||||
British Employees | Impigra Aviation Holdings Limited | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 100.00% | ||||||
Employee Trust Fund | Bristow Helicopters Nigeria Ltd | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 2.00% | ||||||
Old Bristow | BHLL | |||||||
Variable Interest Entity [Line Items] | |||||||
Sale of noncontrolling interest, percentage | 60.00% | ||||||
Sale of subsidiaries | $ 1,400 | ||||||
Old Bristow | Aviashelf Aviation Co. | |||||||
Variable Interest Entity [Line Items] | |||||||
Loss on sale of subsidiaries | $ 9,000 | ||||||
Sale of noncontrolling interest, percentage | 48.50% | ||||||
Sale of subsidiaries | $ 2,600 | ||||||
Hauser Investments Limited | Sicher Helicopters SAS | |||||||
Variable Interest Entity [Line Items] | |||||||
Noncontrolling ownership percentage | 100.00% | ||||||
Republic Of Ireland | BNAS Holdings | VIE, primary beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership percentage in Variable Interest Entity | 49.00% |
VARIABLE INTEREST ENTITIES AN_4
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Balance Sheets of VIEs (Details) - USD ($) $ in Thousands | 314 Months Ended | ||
Mar. 03, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Variable Interest Entity [Line Items] | |||
Total assets | $ 1,824,279 | $ 1,992,270 | |
Total liabilities | $ 988,911 | 1,093,627 | |
Aggregated deferred interest payments | $ 3,400,000 | ||
VIE Debt | Unsecured Debt | |||
Variable Interest Entity [Line Items] | |||
Stated interest rate | 13.50% | ||
VIE, primary beneficiary | Bristow Aviation Holdings Limited | |||
Variable Interest Entity [Line Items] | |||
Total assets | $ 933,478 | 1,163,052 | |
Total liabilities | $ 4,203,107 | $ 4,021,334 |
VARIABLE INTEREST ENTITIES AN_5
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Other Significant Affiliates - Unconsolidated (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated affiliates | $ 585 | $ 4,530 | ||
Cougar | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Voting interest | 25.00% | |||
Economic interest | 40.00% | |||
Impairment of investment in unconsolidated affiliates | $ 51,900 | |||
Cougar | Fair Value | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated affiliates | 4,700 | |||
Cougar | Carrying Amount | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated affiliates | 56,600 | |||
Petroleum Air Services | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Impairment of investment in unconsolidated affiliates | $ 16,000 | |||
Economic interest | 25.00% | |||
Cost method investment | $ 17,000 | $ 33,000 | ||
Lider | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Impairment of investment in unconsolidated affiliates | $ 18,700 | $ 9,600 | $ 18,700 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Mar. 31, 2022USD ($)aircraft | Mar. 31, 2021USD ($) | |
Related Party Transaction [Line Items] | ||||
Number of leased aircraft | aircraft | 6 | |||
Accounts receivable, related parties | $ 1.8 | $ 2.6 | ||
Accounts receivable, related parties, allowance for doubtful accounts | 1.3 | 1.3 | ||
Aircraft Leases | Affiliates | ||||
Related Party Transaction [Line Items] | ||||
Lease fees paid to related party | $ 5.5 | $ 8.6 | 9.8 | 12.9 |
Facility Lease | Affiliates | ||||
Related Party Transaction [Line Items] | ||||
Lease fees paid to related party | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Revenue from VHI (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transactions [Abstract] | ||||
Revenues from contracts with related parties | $ 8,413 | $ 12,015 | $ 8,303 | $ 12,108 |
Other revenues from related parties | 14,910 | 18,599 | 22,565 | 30,339 |
Total revenues from related parties | $ 23,323 | $ 30,614 | $ 30,868 | $ 42,447 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 28, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 525,668 | $ 543,493 | |
Less short-term borrowings and current maturities of long-term debt | (12,759) | (15,965) | |
Total long-term debt | 512,909 | 527,528 | |
Senior Notes | 6.875% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 391,690 | 391,550 | |
Stated interest rate | 6.875% | 6.875% | |
Secured Debt | Lombard Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 133,978 | 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 | $ 0 | $ 306 |
DEBT - Long-term Debt Maturitie
DEBT - Long-term Debt Maturities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
Unamortized discount | $ 13,100 |
Maturities of Long-term Debt [Abstract] | |
2023 | 12,759 |
2024 | 134,332 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 400,000 |
Long-term debt | $ 547,091 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Nov. 11, 2016USD ($)loan | Feb. 28, 2021USD ($) | Mar. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | ||||||
Cash paid for interest expense | $ 32,000,000 | $ 32,300,000 | ||||
Repayments of debt | $ 484,700,000 | $ 25,132,000 | $ 366,750,000 | 19,213,000 | 618,140,000 | |
Loss on extinguishment of debt | $ 0 | $ 0 | 124,000 | 29,359,000 | ||
Long-term debt | $ 525,668,000 | 543,493,000 | ||||
Senior Notes | 6.875% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 6.875% | 6.875% | ||||
Face amount | $ 400,000,000 | |||||
Proceeds from issuance of long-term debt | 395,000,000 | |||||
Interest expense, debt | $ 28,000,000 | |||||
Unamortized debt issuance costs | 8,300,000 | 8,500,000 | ||||
Long-term debt | $ 391,690,000 | 391,550,000 | ||||
Senior Notes | 7.750% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 7.75% | |||||
Loss on extinguishment of debt | $ 28,500,000 | |||||
Secured Debt | Lombard Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 200,000,000 | |||||
Repayments of debt | $ 13,100,000 | 12,800,000 | ||||
Interest expense, debt | 3,800,000 | 4,100,000 | ||||
Debt instruments, number of agreements | loan | 2 | |||||
Debt instrument term | 7 years | |||||
Basis spread on variable rate | 2.25% | |||||
Long-term debt | 133,978,000 | 146,006,000 | ||||
Line of Credit | ABL Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 0 | $ 0 | ||||
Maximum borrowing capacity | 85,000,000 | |||||
Maximum borrowing capacity increase | 120,000,000 | |||||
Letter of Credit | Line of Credit | ABL Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 20,500,000 |
FAIR VALUE DISCLOSURES - Narrat
FAIR VALUE DISCLOSURES - Narrative (Details) $ in Thousands | Jun. 11, 2020shares | Jun. 11, 2020USD ($) | Mar. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($)shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of preferred stock derivative liability | $ | $ 15,400 | $ 184,140 | $ 0 | $ 0 | $ 15,416 | |
Settlement premium, internal rate of return | 17.00% | |||||
Multiple of invested capital | 2.1 | |||||
Paid-in-kind dividends, perpetual preferred | 10.00% | |||||
Make whole redemption percentage | 102.00% | |||||
Call right, conversion of preferred stock ratio (in shares) | 5.17956 | |||||
Stock repurchased (in shares) | 1,480,804 | 448,252 | ||||
New Preferred Stock | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Stock repurchased (in shares) | 98,784 | |||||
Common stock | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Stock repurchased (in shares) | 142,721 | |||||
Risk Free Rate | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 0.0038 | 0.0038 | ||||
Price Volatility | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 0.85 | 0.85 | ||||
Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Settlement premium, internal rate of return | 14.00% | |||||
Exit term | 6 years | 3 years | ||||
Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Settlement premium, internal rate of return | 17.00% | |||||
Exit term | 5 years |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | 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% | |
Unamortized debt issuance costs | $ 8,300 | $ 8,500 | |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 525,668 | 543,493 | |
Carrying Amount | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 391,690 | 391,550 | |
Carrying Amount | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 133,978 | 146,006 | |
Carrying Amount | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 5,631 | ||
Carrying Amount | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 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 | ||
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 | ||
Level 2 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 545,764 | 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 | 407,436 | 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 | 138,328 | 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 | 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 | ||
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 |
FAIR VALUE DISCLOSURES - Schedu
FAIR VALUE DISCLOSURES - Schedule of Unamortized Debt Discount (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unamortized discount | $ 13,112 | $ 21,649 |
Lombard Debt | Secured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unamortized discount | 13,112 | 21,495 |
Airnorth Debt | Secured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unamortized discount | $ 0 | $ 154 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Mar. 31, 2022USD ($)helicopter | Jul. 31, 2021USD ($) |
Other Commitments [Line Items] | ||
Additional helicopters | helicopter | 10 | |
Gain contingency | $ 9 | |
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 | |
Aircraft | ||
Other Commitments [Line Items] | ||
Purchase obligations | $ 84.7 | |
Deposits paid on options not yet exercised | 1.3 | |
Purchase commitment, available to cancel | 67.4 | |
Unrecorded unconditional purchase obligation balance sheet amount related to liquidated damage | $ 1.9 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Mar. 31, 2022aircraft |
Lessee, Lease, Description [Line Items] | |
Term of contract (up to) | 180 months |
Renewal term | 60 months |
Number of aircraft | 44 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 57 years |
LEASES - Operating Leases (Deta
LEASES - Operating Leases (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||||
Operating lease right-of-use assets | $ 193,505 | $ 246,667 | ||
Current portion of operating lease liabilities | 69,866 | 77,909 | ||
Operating lease liabilities | 125,441 | 167,718 | ||
Total operating lease liabilities | 195,307 | 245,627 | ||
Cash paid for operating leases | $ 48,967 | $ 95,601 | 100,339 | 112,590 |
ROU assets obtained in exchange for lease obligations | $ 338,257 | $ 256,242 | $ 34,185 | $ 21,923 |
Weighted average remaining lease term | 4 years | 5 years | 4 years | 4 years |
Weighted average discount rate | 6.27% | 7.14% | 6.13% | 6.23% |
LEASES - Operating Lease Terms
LEASES - Operating Lease Terms (Details) | Mar. 31, 2022aircraft |
Operating Leased Assets [Line Items] | |
Number of Aircraft | 44 |
Fiscal year 2023 to fiscal year 2024 | |
Operating Leased Assets [Line Items] | |
Number of Aircraft | 31 |
Fiscal year 2025 to fiscal year 2026 | |
Operating Leased Assets [Line Items] | |
Number of Aircraft | 10 |
Fiscal year 2027 to fiscal year 2028 | |
Operating Leased Assets [Line Items] | |
Number of Aircraft | 3 |
LEASES - Rent Expense (Details)
LEASES - Rent Expense (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
All operating leases | ||||
Lessee, Lease, Description [Line Items] | ||||
Rent expense | $ 50,061 | $ 101,543 | $ 106,180 | $ 120,309 |
Aircraft | ||||
Lessee, Lease, Description [Line Items] | ||||
Rent expense | $ 43,044 | $ 88,599 | $ 83,788 | $ 97,919 |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturity Table (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating Leased Assets [Line Items] | |
2023 | $ 78,433 |
2024 | 62,139 |
2025 | 41,321 |
2026 | 13,918 |
2027 | 6,633 |
Thereafter | 15,298 |
Operating lease liability payments due | 217,742 |
Aircraft | |
Operating Leased Assets [Line Items] | |
2023 | 65,593 |
2024 | 51,781 |
2025 | 33,014 |
2026 | 6,814 |
2027 | 1,161 |
Thereafter | 0 |
Operating lease liability payments due | 158,363 |
Other | |
Operating Leased Assets [Line Items] | |
2023 | 12,840 |
2024 | 10,358 |
2025 | 8,307 |
2026 | 7,104 |
2027 | 5,472 |
Thereafter | 15,298 |
Operating lease liability payments due | $ 59,379 |
TAXES - Deferred Tax Assets and
TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2019 |
Deferred tax assets: | |||||
Foreign tax credits | $ 29,624 | $ 33,576 | |||
State net operating losses | 42,526 | 41,929 | |||
Net operating losses | 124,976 | 122,376 | |||
Accrued pension liability | 3,720 | 8,408 | |||
Accrued equity compensation | 3,994 | 2,913 | |||
Interest expense limitation | 39,919 | 37,546 | |||
Deferred revenue | 375 | 375 | |||
Employee award programs | 792 | 586 | |||
Employee payroll accruals | 1,386 | 2,470 | |||
Capitalized start-up costs | 5,762 | 6,025 | |||
Accrued expenses not currently deductible | 12,871 | 10,354 | |||
Lease liabilities | 66,853 | 67,312 | |||
Other | 4,431 | 6,599 | |||
Valuation allowance | (173,132) | (175,903) | $ (118,561) | $ (124,700) | $ (128,214) |
Total deferred tax assets | 164,097 | 164,565 | |||
Deferred tax liabilities: | |||||
Property and equipment | (96,734) | (87,252) | |||
Inventories | (762) | (4,160) | |||
Investment in foreign subsidiaries and unconsolidated affiliates | (15,588) | (21,071) | |||
ROU asset | (67,433) | (67,439) | |||
Intangibles | (19,663) | (20,363) | |||
Other | (3,728) | (6,710) | |||
Total deferred tax liabilities | (203,908) | (206,995) | |||
Net deferred tax liabilities | (39,811) | (42,430) | |||
Valuation allowance - foreign tax credits | |||||
Deferred tax assets: | |||||
Valuation allowance | (29,624) | (33,576) | |||
Valuation allowance - state | |||||
Deferred tax assets: | |||||
Valuation allowance | (39,873) | (39,276) | |||
Valuation allowance - interest expense limitation | |||||
Deferred tax assets: | |||||
Valuation allowance | (15,276) | (11,288) | |||
Valuation allowance | |||||
Deferred tax assets: | |||||
Valuation allowance | $ (88,359) | $ (91,764) |
TAXES - Narrative (Details)
TAXES - Narrative (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2019 | |
Tax Credit Carryforward [Line Items] | |||||
Foreign tax credits | $ 29,624 | $ 33,576 | |||
Disallowed interest expense carryforward | 190,100 | 178,800 | |||
Valuation allowance | $ 118,561 | $ 124,700 | $ 173,132 | $ 175,903 | $ 128,214 |
Effective income tax rate | 0.30% | 5.80% | (255.70%) | 0.60% | |
Income tax expense | $ 482 | $ (51,178) | $ 11,294 | $ (355) | |
Unrecognized tax benefits | 4,252 | 4,060 | 3,942 | 4,258 | $ 4,337 |
Unremitted earnings generated by foreign subsidiaries | 125,500 | ||||
Income taxes paid | $ 7,600 | $ 9,500 | 12,000 | 15,100 | |
Valuation allowance - foreign | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance | 88,300 | 91,700 | |||
Valuation allowance - state | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance | 39,873 | 39,276 | |||
Valuation allowance - interest expense limitation | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance | 15,276 | 11,288 | |||
Valuation allowance - foreign tax credits | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance | 29,624 | 33,576 | |||
Valuation allowance - interest expense limitation | |||||
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance | 72,700 | ||||
Domestic Tax Authority | |||||
Tax Credit Carryforward [Line Items] | |||||
Net operating losses | 47,500 | ||||
State and Local Jurisdiction | |||||
Tax Credit Carryforward [Line Items] | |||||
Net operating losses | $ 550,000 | ||||
Foreign Tax Credit Carryforward Expiring 2022 | |||||
Tax Credit Carryforward [Line Items] | |||||
Foreign tax credits | 4,000 | ||||
Foreign Tax Credit Carryforward Expiring 2023 | |||||
Tax Credit Carryforward [Line Items] | |||||
Foreign tax credits | 200 | ||||
Foreign Tax Credit Carryforward Expiring 2024 | |||||
Tax Credit Carryforward [Line Items] | |||||
Foreign tax credits | 15,600 | ||||
Foreign Tax Credit Carryforward Expiring 2025 | |||||
Tax Credit Carryforward [Line Items] | |||||
Foreign tax credits | 13,200 | ||||
Foreign Tax Credit Carryforward Expiring After 2027 | |||||
Tax Credit Carryforward [Line Items] | |||||
Foreign tax credits | $ 600 |
TAXES - Deferred Tax Assets Val
TAXES - Deferred Tax Assets Valuation Allowance (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | ||||
Balance – beginning of fiscal year | $ (124,700) | $ (128,214) | $ (175,903) | $ (118,561) |
Adjustment due to Merger | 0 | 0 | 0 | (52,553) |
Additional allowances | (19,434) | (5,381) | (16,701) | (14,360) |
Reversals and other changes | 25,573 | 8,895 | 19,472 | 9,571 |
Balance – end of fiscal year | $ (118,561) | $ (124,700) | $ (173,132) | $ (175,903) |
TAXES - Components of Loss Befo
TAXES - Components of Loss Before Benefit (Expense) for Income Taxes (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Domestic | $ 163,866 | $ (568,781) | $ (23,346) | $ (14,314) |
Foreign | (24,308) | (318,603) | 18,927 | (42,326) |
Income (loss) before income taxes | $ 139,558 | $ (887,384) | $ (4,419) | $ (56,640) |
TAXES - Provision (Benefit) for
TAXES - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Current: | ||||
Domestic | $ (1,542) | $ 2,516 | $ 5,971 | $ 719 |
Foreign | 6,572 | 9,178 | 7,068 | 14,387 |
Current income tax provision (benefit) | 5,030 | 11,694 | 13,039 | 15,106 |
Deferred: | ||||
Domestic | (5,072) | (49,634) | (5,945) | (11,894) |
Foreign | 524 | (13,238) | 4,200 | (3,567) |
Deferred income tax provision (benefit) | (4,548) | (62,872) | (1,745) | (15,461) |
Total | $ 482 | $ (51,178) | $ 11,294 | $ (355) |
TAXES - Reconciliation of Effec
TAXES - Reconciliation of Effective Income Tax Rate (Details) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
Effect of U.S. tax reform | 0.00% | 0.00% | 0.00% | 0.00% |
Net foreign tax on non-U.S. earnings | (4.20%) | (0.70%) | (348.20%) | (25.20%) |
Benefit of foreign tax deduction in the U.S. | (0.20%) | 0.00% | 25.20% | 2.30% |
Foreign earnings indefinitely reinvested abroad | 2.20% | (5.90%) | 44.80% | 5.80% |
Change in valuation allowance | (0.40%) | (0.60%) | 16.70% | 0.00% |
Foreign earnings that are currently taxed in the U.S. | 0.80% | 0.00% | (40.50%) | (5.60%) |
Bargain purchase gain | 0.00% | 0.00% | 0.00% | 30.10% |
Sales of subsidiaries | 0.00% | (1.10%) | 22.00% | 0.00% |
Effect of change in foreign statutory corporate income tax rates | 0.00% | 0.00% | 0.00% | 1.70% |
Preferred stock embedded derivative | (27.70%) | 0.00% | 0.00% | 5.70% |
Contingent beneficial conversion feature | 0.00% | (1.00%) | 0.00% | 0.00% |
Impairment of foreign investments | 1.40% | (0.60%) | 62.40% | (26.20%) |
Fresh start accounting and reorganization | 6.70% | (3.60%) | 0.00% | 0.00% |
Professional fees to be capitalized for tax | 1.30% | (1.30%) | 0.00% | (2.90%) |
Changes in tax reserves | 0.10% | 0.00% | (3.80%) | 0.00% |
Impact of U.S. withholding tax | (0.30%) | (0.10%) | (10.10%) | (1.30%) |
Nondeductible employee separation payments | 0.00% | 0.00% | 0.00% | (1.00%) |
Other, net | (0.40%) | (0.30%) | (45.20%) | (3.80%) |
Effective income tax rate | 0.30% | 5.80% | (255.70%) | 0.60% |
TAXES - Unrecognized Tax Benefi
TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Unrecognized tax benefits – beginning of period | $ 4,060 | $ 4,337 | $ 4,258 | $ 4,252 |
Increases for tax positions taken in prior periods | 213 | 170 | 147 | 30 |
Decreases for tax positions taken in prior periods | (21) | (442) | (420) | 0 |
Decrease related to statute of limitation expirations | 0 | (5) | (43) | (24) |
Unrecognized tax benefits – end of period | $ 4,252 | $ 4,060 | $ 3,942 | $ 4,258 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Mar. 31, 2022 | Aug. 31, 2021 | Mar. 31, 2021 | Oct. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.0001 | |
Intrinsic value | $ 2.6 | |||
Restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation costs | $ 15.9 | |||
Cost not yet recognized, weighted average period | 1 year 9 months 18 days | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Non-performance Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Cash Return On Invested Capital award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Performance restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
2012 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant (in shares) | 1,230,296 | |||
Unrecognized compensation costs | $ 2.3 | |||
Stock options, weighted average remaining contractual term, non vested | 7 years 3 months 18 days | |||
Stock options, weighted average remaining contractual term, vested and exercisable | 6 years 4 months 24 days | |||
Weighted average exercise price, vested and exercisable stock options (in dollars per share) | $ 28.03 | |||
2012 Incentive Plan | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost not yet recognized, weighted average period | 1 year 4 months 24 days | |||
Common Stock | 2012 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 4,000,000 | |||
Common Stock | 2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 1,640,000 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Restricted Stock Activity (Details) - Restricted stock awards | 12 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 894,505 |
Granted (in shares) | shares | 502,191 |
Vested/release (in shares) | shares | (162,032) |
Cancelled/forfeited (in shares) | shares | (73,056) |
Ending balance (in shares) | shares | 1,161,608 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 25.28 |
Granted (in dollars per share) | $ / shares | 28.83 |
Vested/released (in dollars per share) | $ / shares | 17.20 |
Cancelled/forfeited (in dollars per share) | $ / shares | 27.96 |
Ending balance (in dollars per share) | $ / shares | $ 27.77 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - Stock options - $ / shares | Jun. 11, 2020 | Mar. 31, 2022 | Mar. 31, 2021 |
Number of Shares | |||
Beginning balance (in shares) | 452,639 | ||
Shares granted (in shares) | 0 | ||
Exercised/Released (in shares) | (64) | ||
Cancelled/Forfeited (in shares) | (145,263) | (16,246) | |
Expired (in shares) | (11,378) | ||
Ending balance (in shares) | 424,951 | 452,639 | |
Vested and exercisable (in shares) | 180,110 | ||
Weighted Average Grant Price | |||
Beginning balance (in dollars per share) | $ 19.95 | ||
Granted (in dollars per share) | $ 0 | ||
Exercised/Released (in dollars per share) | 30.16 | ||
Forfeited/expired (in dollars per share) | 24.65 | ||
Expired (in dollars per share) | 20.81 | ||
Ending balance (in dollars per share) | $ 19.75 | 19.95 | |
Vested and exercisable (in dollars per share) | $ 24.77 |
DEFINED CONTRIBUTION AND PENS_3
DEFINED CONTRIBUTION AND PENSION PLANS - Narrative (Details) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||||
Match, percent of employee's compensation | 3.00% | |||
Contribution, percent of employee compensation | 3.00% | |||
Contributions to defined contribution plans | $ 8,500,000 | $ 13,600,000 | $ 21,400,000 | $ 21,900,000 |
Defined benefit plan, assumptions, term of salaries average | 3 years | |||
Defined benefit plan, assumptions, average salaries annual increase | 5.00% | |||
Expected amortization of net actuarial losses next fiscal year | $ 0 | |||
Estimated cash contributions, next fiscal year | $ 16,900,000 |
DEFINED CONTRIBUTION AND PENS_4
DEFINED CONTRIBUTION AND PENSION PLANS - Change in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Change in benefit obligation: | ||||
Projected benefit obligation (PBO) at beginning of period | $ 528,858 | $ 504,076 | $ 578,918 | $ 494,992 |
Service cost | 594 | 29 | 732 | 743 |
Interest cost | 4,109 | 6,705 | 9,757 | 9,449 |
Actuarial loss (gain) | (5,545) | 34,618 | (9,592) | 41,343 |
Benefit payments and expenses | (11,394) | (13,882) | (23,418) | (24,854) |
Effect of exchange rate changes | (21,630) | (2,688) | (26,441) | 57,245 |
Projected benefit obligation (PBO) at end of period | 494,992 | 528,858 | 529,956 | 578,918 |
Change in plan assets: | ||||
Fair value of assets at beginning of period | 495,343 | 478,350 | 534,768 | 477,137 |
Actual return on assets | 6,827 | 24,633 | 8,633 | 11,738 |
Employer contributions | 7,144 | 9,032 | 16,234 | 16,778 |
Benefit payments and expenses | (11,394) | (13,882) | (23,418) | (24,854) |
Effect of exchange rate changes | (20,783) | (2,790) | (24,431) | 53,969 |
Fair value of assets at end of period | 477,137 | 495,343 | 511,786 | 534,768 |
Reconciliation of funded status: | ||||
Accumulated benefit obligation (ABO) | 494,992 | 528,858 | 529,956 | 578,918 |
Projected benefit obligation (PBO) | 494,992 | 528,858 | 529,956 | 578,918 |
Fair value of assets | (477,137) | (495,343) | (511,786) | (534,768) |
Net recognized pension liability | 17,855 | 33,515 | 18,170 | 44,150 |
Amounts recognized in accumulated other comprehensive loss | $ (6,389) | $ 0 | $ (5,962) | $ 45,071 |
DEFINED CONTRIBUTION AND PENS_5
DEFINED CONTRIBUTION AND PENSION PLANS - Components of Net Periodic Pension Cost (Benefit) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||||
Service cost for benefits earned during the period | $ 594 | $ 29 | $ 732 | $ 743 |
Interest cost on pension benefit obligation | 4,109 | 6,705 | 9,757 | 9,449 |
Expected return on assets | (5,735) | (5,610) | (12,290) | (13,090) |
Net periodic pension cost (benefit) | $ (1,032) | $ 1,124 | $ (1,801) | $ (2,898) |
DEFINED CONTRIBUTION AND PENS_6
DEFINED CONTRIBUTION AND PENSION PLANS - Actuarial Assumptions (Details) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||||
Discount rate | 1.90% | 1.90% | 2.00% | 2.30% |
Expected long-term rate of return on assets | 2.80% | 2.80% | 2.42% | 2.62% |
Pension increase rate | 2.80% | 2.80% | 3.00% | 2.60% |
DEFINED CONTRIBUTION AND PENS_7
DEFINED CONTRIBUTION AND PENSION PLANS - Actuarial Assumptions (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 100.00% | 100.00% |
Actual allocation | 100.00% | 100.00% |
Equity securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 14.00% | 14.10% |
Actual allocation | 16.40% | 15.10% |
Debt securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 19.00% | 19.00% |
Actual allocation | 19.80% | 16.40% |
Property | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 6.70% | 6.70% |
Actual allocation | 5.80% | 6.40% |
Other assets | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 60.30% | 60.20% |
Actual allocation | 58.00% | 62.10% |
DEFINED CONTRIBUTION AND PENS_8
DEFINED CONTRIBUTION AND PENSION PLANS - Allocation of Plan Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2019 |
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | $ 511,786 | $ 534,768 | $ 477,137 | $ 495,343 | $ 478,350 |
Cash and cash equivalents | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 32,561 | ||||
Equity investments- UK | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 1,518 | ||||
Equity investments- non UK | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 2,345 | ||||
Insurance linked securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 27,870 | ||||
Illiquid credit | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 25,938 | ||||
Liquid credit | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 102,373 | ||||
Property debt | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 34,078 | ||||
Alternatives | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 48,013 | ||||
Diversified growth (absolute return) funds | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 1,242 | ||||
Government debt securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 85,817 | ||||
Corporate debt securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 1,656 | ||||
Insurance policy | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 171,357 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 459,523 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | Cash and cash equivalents | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 22,252 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | Equity investments- UK | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 1,053 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | Equity investments- non UK | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 2,897 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | Insurance linked securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 27,386 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | Liquid credit | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 98,130 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | Alternatives | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 51,801 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | Diversified growth (absolute return) funds | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 790 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | Government debt securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 99,157 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | Corporate debt securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 1,712 | ||||
Fair Value, Inputs, Level 1, 2 and 3 | Insurance policy | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 154,345 | ||||
Level 1 | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 10,043 | 13,108 | |||
Level 1 | Cash and cash equivalents | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 3,591 | 5,933 | |||
Level 1 | Equity investments- UK | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 1,053 | 1,518 | |||
Level 1 | Equity investments- non UK | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 2,897 | 2,345 | |||
Level 1 | Insurance linked securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 1 | Illiquid credit | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | ||||
Level 1 | Liquid credit | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 1 | Property debt | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | ||||
Level 1 | Alternatives | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 1 | Diversified growth (absolute return) funds | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 790 | 1,242 | |||
Level 1 | Government debt securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 414 | |||
Level 1 | Corporate debt securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 1,712 | 1,656 | |||
Level 1 | Insurance policy | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 2 | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 295,135 | 290,287 | |||
Level 2 | Cash and cash equivalents | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 18,661 | 26,628 | |||
Level 2 | Equity investments- UK | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 2 | Equity investments- non UK | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 2 | Insurance linked securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 27,386 | 27,870 | |||
Level 2 | Illiquid credit | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | ||||
Level 2 | Liquid credit | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 98,130 | 102,373 | |||
Level 2 | Property debt | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | ||||
Level 2 | Alternatives | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 51,801 | 48,013 | |||
Level 2 | Diversified growth (absolute return) funds | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 2 | Government debt securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 99,157 | 85,403 | |||
Level 2 | Corporate debt securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 2 | Insurance policy | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 3 | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 154,345 | 231,373 | |||
Level 3 | Cash and cash equivalents | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 3 | Equity investments- UK | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 3 | Equity investments- non UK | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 3 | Insurance linked securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 3 | Illiquid credit | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 25,938 | ||||
Level 3 | Liquid credit | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 3 | Property debt | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 34,078 | ||||
Level 3 | Alternatives | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 3 | Diversified growth (absolute return) funds | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 3 | Government debt securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 3 | Corporate debt securities | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 0 | 0 | |||
Level 3 | Insurance policy | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | 154,345 | $ 171,357 | |||
Net asset value | |||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||||
Total fair value investments | $ 52,263 |
DEFINED CONTRIBUTION AND PENS_9
DEFINED CONTRIBUTION AND PENSION PLANS - Estimated Future Benefit Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Payments | |
2023 | $ 23,963 |
2024 | 24,358 |
2025 | 25,017 |
2026 | 25,543 |
2027 | 25,938 |
Thereafter | $ 132,061 |
STOCKHOLDERS_ EQUITY, PREFERR_3
STOCKHOLDERS’ EQUITY, PREFERRED STOCK AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Narrative (Details) - USD ($) | Jun. 11, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 16, 2020 | Jun. 10, 2020 | Oct. 31, 2019 |
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 28,287,000 | 29,694,000 | 11,092,845 | |||
Mezzanine equity, initial fair value | $ 618,900,000 | |||||
Derivative liability | 470,300,000 | |||||
Mezzanine equity, fair value | 148,600,000 | |||||
Common stock | $ 303,000 | $ 303,000 | ||||
Preferred stock, shares issued (in shares) | 6,725,798 | |||||
Common stock, shares issued (in shares) | 30,882,471 | 11,092,845 | ||||
Preferred stock, shares outstanding (in shares) | 6,725,798 | |||||
Conversion rate of stock (in shares) | 5.179562 | |||||
Stock repurchase program, authorized amount | $ 75,000,000 | $ 75,000,000 | ||||
Stock repurchased (in shares) | 1,480,804 | 448,252 | ||||
Stock repurchased during period | $ 40,000,000 | $ 10,000,000 | ||||
Stock repurchased during period (in dollars per share) | $ 27.02 | $ 22.29 | ||||
Stock repurchase program, remaining authorized repurchase amount | $ 25,000,000 | |||||
Restricted Stock Awards | ||||||
Class of Stock [Line Items] | ||||||
Shares canceled (in shares) | 217,899 | |||||
Shares vested, accelerated (in shares) | 145,604 | |||||
Stock options | ||||||
Class of Stock [Line Items] | ||||||
Options canceled (in shares) | 145,263 | 16,246 | ||||
Legacy Bristow stockholders | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued (in shares) | 24,195,693 | |||||
Carrying amount | ||||||
Class of Stock [Line Items] | ||||||
Derivative liability | 270,800,000 | |||||
Common stock | $ 270,700,000 |
STOCKHOLDERS_ EQUITY, PREFERR_4
STOCKHOLDERS’ EQUITY, PREFERRED STOCK AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Beginning balance | $ 473 | $ 812,367 | $ 897,071 | $ 426,216 |
Net current period other comprehensive income (loss) | (8,641) | 22,322 | (16,535) | 1,726 |
Foreign exchange rate impact | (16,440) | 23,004 | (25,274) | 49,803 |
Ending balance | 426,216 | 473 | 835,368 | 897,071 |
Currency Translation Adjustments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Beginning balance | 0 | 32,646 | (16,440) | |
Other comprehensive income (loss) before reclassification | (25,274) | 49,803 | ||
Reclassified from accumulated other comprehensive income | 0 | 0 | ||
Net current period other comprehensive income (loss) | (16,440) | (25,274) | 49,803 | |
Foreign exchange rate impact | (1,729) | (717) | ||
Ending balance | (16,440) | 0 | 5,643 | 32,646 |
Pension Liability Adjustments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Beginning balance | 0 | (37,965) | 6,389 | |
Other comprehensive income (loss) before reclassification | 0 | 0 | ||
Reclassified from accumulated other comprehensive income | 5,962 | (45,071) | ||
Net current period other comprehensive income (loss) | 6,389 | 5,962 | (45,071) | |
Foreign exchange rate impact | 1,729 | 717 | ||
Ending balance | 6,389 | 0 | (30,274) | (37,965) |
Unrealized gain (loss) on cash flow hedges | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Beginning balance | 0 | (1,596) | 1,410 | |
Other comprehensive income (loss) before reclassification | 0 | (4,677) | ||
Reclassified from accumulated other comprehensive income | 2,777 | 1,671 | ||
Net current period other comprehensive income (loss) | 1,410 | 2,777 | (3,006) | |
Ending balance | 1,410 | 0 | 1,181 | (1,596) |
Total | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Beginning balance | 0 | (327,989) | (6,915) | (8,641) |
Other comprehensive income (loss) before reclassification | (25,274) | 45,126 | ||
Reclassified from accumulated other comprehensive income | 8,739 | (43,400) | ||
Net current period other comprehensive income (loss) | (8,641) | 22,322 | (16,535) | 1,726 |
Ending balance | $ (8,641) | $ 0 | $ (23,450) | $ (6,915) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |||||
Income (loss): | ||||||||
Net income (loss) attributable to Bristow Group Inc. | $ 139,228 | $ (836,414) | $ (15,791) | $ (56,094) | ||||
Less: PIK dividends | (25,788) | 0 | 0 | (12,039) | ||||
Plus: Deemed contribution from conversion of preferred stock | 0 | 0 | 0 | 144,986 | ||||
Income (loss) available to common stockholders – basic | 113,440 | (836,414) | (15,791) | 76,853 | ||||
Add: PIK dividends | 25,788 | 0 | 0 | 12,039 | ||||
Less: Changes in fair value of preferred stock derivative liability | (184,140) | 0 | 0 | (15,416) | ||||
Income (loss) available to common stockholders – diluted | $ (44,912) | $ (836,414) | $ (15,791) | $ 73,476 | ||||
Shares: | ||||||||
Weighted average number of common shares outstanding – basic (in shares) | [1] | 5,641,000 | 35,919,000 | 28,533,000 | 24,601,000 | |||
Effect of dilutive stock options and restricted stock (in shares) | 0 | 0 | 0 | 180,000 | ||||
Preferred shares as converted basis (in shares) | 24,165,000 | 0 | 0 | 6,895,000 | ||||
Weighted average number of common shares outstanding – diluted (in shares) | 29,806,000 | [1] | 35,919,000 | [1] | 28,533,000 | 31,676,000 | [1] | |
Income (loss) per common share - basic (in dollars per share) | [1] | $ 20.11 | $ (23.29) | $ (0.55) | $ 3.12 | |||
Income (loss) per common share - diluted (in dollars per share) | [1] | $ (1.51) | $ (23.29) | $ (0.55) | $ 2.32 | |||
Outstanding shares (in shares) | 3,175,849 | 1,573,745 | 135,882 | |||||
Convertible Debt | 4½% Convertible Senior Notes due 2023 | ||||||||
Shares: | ||||||||
Stated interest rate | 4.50% | |||||||
[1] | See Note 15 to the consolidated financial statements for details on income (loss) per share and weighted average common shares outstanding. |
SEGMENT AND GEOGRAPHIC AREA I_3
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Narrative (Details) | 12 Months Ended |
Mar. 31, 2022segmentregion | |
Segment Reporting [Abstract] | |
Number of operating segments | segment | 1 |
Number of regions | region | 4 |
SEGMENT AND GEOGRAPHIC AREA I_4
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Schedule of Percentages Of Operating Revenues By Major Customers (Details) - Customer Concentration Risk - Revenue Benchmark | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Top 3 Customers | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 34.50% | 32.00% | 37.70% | 35.00% |
Customer A | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 18.70% | 17.00% | 20.30% | 19.00% |
Customer B | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 9.60% | 9.40% | 11.10% | 10.00% |
Customer C | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 6.20% | 5.60% | 6.30% | 6.00% |
SEGMENT AND GEOGRAPHIC AREA I_5
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Revenue by Segment (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues by region | $ 485,763 | $ 757,223 | $ 1,185,204 | $ 1,178,062 |
Revenue by region not from contracts with customers | 15,596 | 19,544 | 34,169 | 38,424 |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by region | 375 | 394 | 1,462 | 5,473 |
Revenue by region not from contracts with customers | 70 | 0 | 577 | 2,952 |
Europe | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by region | 284,844 | 428,660 | 662,421 | 656,769 |
Revenue by region not from contracts with customers | 535 | 726 | 2,017 | 1,224 |
Americas | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by region | 99,634 | 140,551 | 379,623 | 337,527 |
Revenue by region not from contracts with customers | 14,971 | 18,627 | 31,052 | 33,919 |
Asia Pacific | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by region | 30,605 | 75,722 | 72,035 | 76,644 |
Revenue by region not from contracts with customers | 20 | 191 | 523 | 329 |
Africa | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by region | $ 70,305 | $ 111,896 | $ 69,663 | $ 101,649 |
SEGMENT AND GEOGRAPHIC AREA I_6
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Operating Performance and Total Assets by Segment (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Earnings from unconsolidated affiliates, net of losses — equity method investments: | $ 4,294 | $ 6,589 | $ (1,738) | $ 383 |
Gain (loss) on disposal of assets | (451) | (3,768) | 1,347 | (8,199) |
Operating income (loss) | (5,092) | (82,191) | 1,183 | (102,896) |
Depreciation and amortization | 28,238 | 70,864 | 74,981 | 70,078 |
Assets | 1,824,279 | 1,992,270 | ||
Investments in unconsolidated affiliates - equity method investments: | 585 | 4,530 | ||
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from unconsolidated affiliates, net of losses — equity method investments: | 0 | 321 | 0 | 0 |
Operating income (loss) | (36,970) | (101,559) | (92,515) | (121,753) |
Depreciation and amortization | 3,062 | 7,763 | 9,731 | 8,165 |
Assets | 263,487 | 105,445 | ||
Europe | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from unconsolidated affiliates, net of losses — equity method investments: | 248 | 168 | 0 | (19) |
Operating income (loss) | 19,334 | 26,143 | 62,082 | 72,199 |
Depreciation and amortization | 14,898 | 28,155 | 34,411 | 32,241 |
Assets | 917,656 | 1,026,042 | ||
Investments in unconsolidated affiliates - equity method investments: | 0 | 679 | ||
Americas | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from unconsolidated affiliates, net of losses — equity method investments: | 4,046 | 6,100 | (1,738) | 402 |
Operating income (loss) | 9,762 | 13,391 | 71,571 | (24,204) |
Depreciation and amortization | 4,168 | 16,654 | 17,160 | 16,847 |
Assets | 500,219 | 579,169 | ||
Investments in unconsolidated affiliates - equity method investments: | 585 | 3,851 | ||
Asia Pacific | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (6,921) | (33,653) | (13,454) | (1,047) |
Depreciation and amortization | 3,836 | 7,463 | 7,219 | 7,831 |
Assets | 50,335 | 102,169 | ||
Africa | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 10,154 | 17,255 | (27,848) | (19,892) |
Depreciation and amortization | $ 2,274 | $ 10,829 | 6,460 | 4,994 |
Assets | $ 92,582 | $ 179,445 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - ABL Facility - Line of Credit - USD ($) $ in Millions | May 20, 2022 | Mar. 31, 2022 |
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 85 | |
Aggregate amount, borrowing capacity | $ 120 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 85 | |
Increase in borrowing capacity | 35 | |
Aggregate amount, borrowing capacity | $ 120 |