Cover Page
Cover Page - USD ($) | 9 Months Ended | ||
Dec. 31, 2022 | Mar. 02, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-KT | ||
Document Annual Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | true | ||
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 | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 553,942,958 | ||
Entity Common Stock, Shares Outstanding | 28,012,406 | ||
Entity Central Index Key | 0001525221 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Period Start Date | Apr. 01, 2022 |
Audit Information
Audit Information | 9 Months Ended |
Dec. 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 | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | ||||
Revenues: | ||||||
Total revenues | $ 922,569 | $ 1,185,204 | $ 1,178,062 | |||
Costs and expenses: | ||||||
General and administrative expenses | 123,041 | 159,062 | 153,270 | |||
Merger and integration costs | 994 | 3,240 | 42,842 | |||
Restructuring costs | 0 | 3,098 | 25,773 | |||
Depreciation and amortization expense | 49,587 | 74,981 | 70,078 | |||
Total costs and expenses | 888,492 | 1,158,795 | 1,181,925 | |||
Loss on impairment | (5,187) | (24,835) | (91,260) | |||
Gain (loss) on disposal of assets | (480) | 1,347 | (8,199) | |||
Earnings (losses) from unconsolidated affiliates, net | 1,461 | (1,738) | 426 | |||
Operating income (loss) | 29,871 | 1,183 | (102,896) | |||
Interest income | 1,651 | 161 | 1,293 | |||
Interest expense, net | (30,707) | (41,521) | (51,259) | |||
Loss on extinguishment of debt | 0 | (124) | (29,359) | |||
Reorganization items, net | (99) | (621) | 1,577 | |||
Loss on sale of subsidiaries | 0 | (2,002) | 0 | |||
Change in fair value of preferred stock derivative liability | 0 | 0 | 15,416 | |||
Gain on bargain purchase | 0 | 0 | 81,093 | |||
Other, net | 20,363 | 38,505 | 27,495 | |||
Total other income (expense), net | (8,792) | (5,602) | 46,256 | |||
Income (loss) before income taxes | 21,079 | (4,419) | (56,640) | |||
Income tax benefit (expense) | (7,494) | (11,294) | 355 | |||
Net income (loss) | 13,585 | (15,713) | (56,285) | |||
Net (income) loss attributable to noncontrolling interests | (57) | (78) | 191 | |||
Net income (loss) attributable to Bristow Group Inc. | $ 13,528 | $ (15,791) | $ (56,094) | |||
Earnings (loss) per common share: | ||||||
Basic (in dollars per share) | [1] | $ 0.48 | $ (0.55) | $ 3.12 | ||
Diluted (in dollars per share) | [1] | $ 0.47 | $ (0.55) | $ 2.32 | ||
Weighted average shares of common stock outstanding: | ||||||
Basic (in shares) | [1] | 28,066 | 28,533 | 24,601 | ||
Diluted (in shares) | 28,574 | 28,533 | [1] | 31,676 | [1] | |
Operating revenues | ||||||
Revenues: | ||||||
Total revenues | $ 897,880 | $ 1,139,063 | $ 1,139,024 | |||
Costs and expenses: | ||||||
Operating expenses | 690,691 | 872,857 | 851,173 | |||
Reimbursable revenues | ||||||
Revenues: | ||||||
Total revenues | 24,689 | 46,141 | 39,038 | |||
Costs and expenses: | ||||||
Operating expenses | $ 24,179 | $ 45,557 | $ 38,789 | |||
[1]See Note 16 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 | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 13,585 | $ (15,713) | $ (56,285) |
Other comprehensive income (loss): | |||
Currency translation adjustments | (48,368) | (25,274) | 49,803 |
Pension liability adjustment | (12,441) | 5,962 | (45,071) |
Unrealized gain (loss) on cash flow hedges, net | 202 | 2,777 | (3,006) |
Total other comprehensive income (loss) | (60,607) | (16,535) | 1,726 |
Total comprehensive loss | (47,022) | (32,248) | (54,559) |
Net comprehensive loss (income) attributable to noncontrolling interests | (57) | (78) | 191 |
Total comprehensive loss attributable to Bristow Group Inc. | $ (47,079) | $ (32,326) | $ (54,368) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 160,029 | $ 263,769 |
Restricted cash | 3,654 | 2,245 |
Accounts receivables, net | 215,131 | 203,771 |
Inventories | 81,886 | 81,674 |
Prepaid expenses and other current assets | 32,425 | 28,426 |
Total current assets | 493,125 | 579,885 |
Property and equipment, net | 915,251 | 942,608 |
Investment in unconsolidated affiliates | 17,000 | 17,585 |
Right-of-use assets | 240,977 | 193,505 |
Other assets | 145,648 | 90,696 |
Total assets | 1,812,001 | 1,824,279 |
Current liabilities: | ||
Accounts payable | 89,610 | 63,497 |
Accrued wages, benefits and related taxes | 45,206 | 53,424 |
Income taxes payable and other accrued taxes | 6,651 | 13,410 |
Deferred revenue | 14,300 | 15,161 |
Accrued maintenance and repairs | 19,654 | 38,354 |
Current portion of operating lease liabilities | 76,261 | 69,866 |
Accrued interest and other accrued liabilities | 22,252 | 21,284 |
Current maturities of long-term debt | 11,656 | 12,759 |
Total current liabilities | 285,590 | 287,755 |
Long-term debt, less current maturities | 499,765 | 512,909 |
Accrued pension liabilities | 20,089 | 18,170 |
Other liabilities and deferred credits | 5,030 | 4,825 |
Deferred taxes | 48,633 | 39,811 |
Long-term operating lease liabilities | 165,955 | 125,441 |
Total liabilities | 1,025,062 | 988,911 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 110,000 authorized; 28,009 and 28,287 outstanding as of December 31, 2022 and March 31, 2022, respectively | 306 | 303 |
Additional paid-in capital | 709,319 | 699,401 |
Retained earnings | 224,748 | 211,220 |
Treasury stock, at cost; 2,456 and 1,983 shares as of December 31, 2022 and March 31, 2022, respectively | (63,009) | (51,659) |
Accumulated other comprehensive loss | (84,057) | (23,450) |
Total Bristow Group Inc. stockholders’equity | 787,307 | 835,815 |
Noncontrolling interests | (368) | (447) |
Total stockholders’ equity | 786,939 | 835,368 |
Total liabilities and stockholders’ equity | $ 1,812,001 | $ 1,824,279 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares shares in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
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 | 110,000 |
Common stock, shares outstanding (in shares) | 28,009 | 28,287 |
Treasury stock (in shares) | 2,456 | 1,983 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' 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 |
Beginning balance, Redeemable Noncontrolling Interest at Mar. 31, 2020 | $ 0 | ||||||
Beginning balance, Mezzanine equity preferred stock at Mar. 31, 2020 | 149,785 | ||||||
Redeemable Noncontrolling Interests and Mezzanine equity preferred stock | |||||||
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 Interest at Mar. 31, 2021 | 1,572 | ||||||
Ending balance, Mezzanine equity preferred stock at Mar. 31, 2021 | 0 | ||||||
Beginning balance at Mar. 31, 2020 | 426,216 | $ 1 | $ 295,897 | $ 139,228 | $ (8,641) | $ 0 | $ (269) |
Beginning balance (in shares) at Mar. 31, 2020 | 11,236 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Preferred stock share conversion | 413,296 | $ 4 | 270,678 | 142,614 | |||
Preferred stock share conversion (in shares) | 34,837 | ||||||
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 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) | (56,356) | (56,094) | (262) | ||||
Net income (loss) | (56,285) | ||||||
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 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Other comprehensive income (loss) | 1,726 | ||||||
Ending balance at Dec. 31, 2021 | 844,312 | ||||||
Beginning balance, Redeemable Noncontrolling Interest at Mar. 31, 2021 | 1,572 | ||||||
Beginning balance, Mezzanine equity preferred stock at Mar. 31, 2021 | 0 | ||||||
Redeemable Noncontrolling Interests and Mezzanine equity preferred stock | |||||||
Share repurchases | (2,151) | ||||||
Sale of noncontrolling interest | (1,572) | ||||||
Ending balance, Redeemable Noncontrolling Interest at Mar. 31, 2022 | 0 | ||||||
Beginning balance at Mar. 31, 2021 | 897,071 | $ 303 | 687,715 | 227,011 | (6,915) | (10,501) | (542) |
Beginning balance (in shares) at Mar. 31, 2021 | 29,694 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases (in shares) | (143) | ||||||
Share repurchases | 1,263 | 1,263 | |||||
Share award amortization | 11,686 | 11,686 | |||||
Share award amortization (in shares) | 110 | ||||||
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 | |||||
Ending balance, Redeemable Noncontrolling Interest at Dec. 31, 2022 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share award amortization | 9,921 | $ 3 | 9,918 | ||||
Share award amortization (in shares) | 195 | ||||||
Purchase of treasury shares (in shares) | (473) | ||||||
Purchase of treasury shares | (11,350) | (11,350) | |||||
Currency translation adjustments | 22 | 22 | |||||
Net income (loss) | 13,585 | 13,528 | 57 | ||||
Other comprehensive income (loss) | (60,607) | (60,607) | |||||
Ending balance at Dec. 31, 2022 | $ 786,939 | $ 306 | $ 709,319 | $ 224,748 | $ (84,057) | $ (63,009) | $ (368) |
Ending balance (in shares) at Dec. 31, 2022 | 28,009 | 28,009 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 13,585 | $ (15,713) | $ (56,285) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 59,817 | 87,236 | 90,464 |
Loss on impairment | 5,187 | 24,835 | 91,260 |
Loss (gain) on disposal of assets | 480 | (1,347) | 8,199 |
Equity in earnings (losses) from unconsolidated affiliates, net. | (1,461) | 1,738 | 3,549 |
Loss on extinguishment of debt | 0 | 124 | 29,359 |
Reorganization items, net | 0 | 0 | (1,577) |
Loss on sale of subsidiaries | 0 | 2,002 | 0 |
Change in fair value of preferred stock derivative liability | 0 | 0 | (15,416) |
Gain on bargain purchase | 0 | 0 | (81,093) |
Deferred income taxes | (5,322) | (1,744) | (15,468) |
Bad debt expense | 0 | 309 | 1,766 |
Share-based compensation expense | 9,921 | 11,686 | 11,518 |
Write-off of deferred financing fees | 0 | 0 | 117 |
Amortization of deferred financing fees | 1,172 | 1,323 | 0 |
Discount amortization on long-term debt | 4,972 | 7,710 | 16,146 |
Gain on insurance receivable | 0 | 0 | (2,614) |
Increase (decrease) in cash resulting from changes in: | |||
Accounts receivable | (15,348) | 10,584 | 39,857 |
Inventory, prepaid expenses and other assets | (61,604) | 15,916 | 13,502 |
Accounts payable, accrued expenses and other liabilities | (24,703) | (20,805) | (36,439) |
Net cash provided by (used in) operating activities | (13,304) | 123,854 | 96,845 |
Cash flows from investing activities: | |||
Capital expenditures | (49,574) | (31,068) | (14,844) |
Proceeds from asset dispositions | 18,032 | 14,549 | 67,882 |
Cash transferred in sale of subsidiaries, net of cash received | 0 | (851) | 0 |
Net cash provided by (used in) investing activities | (44,142) | (17,370) | 173,274 |
Cash flows from financing activities: | |||
Proceeds from borrowings | 0 | 0 | 400,000 |
Debt issuance costs | (822) | (3,112) | (6,391) |
Repayment of debt and debt redemption premiums | (8,560) | (19,213) | (618,140) |
Prepayment premium fees | 0 | 0 | (5,778) |
Purchase of treasury shares | (11,350) | (41,158) | (10,501) |
Old Bristow share repurchases | 0 | 0 | (4,807) |
Net cash used in financing activities | (20,732) | (63,483) | (245,617) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (24,153) | (8,066) | 7,456 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (102,331) | 34,935 | 31,958 |
Cash, cash equivalents and restricted cash at beginning of period | 266,014 | 231,079 | 199,121 |
Cash, cash equivalents and restricted cash at end of period | 163,683 | 266,014 | 231,079 |
Cash paid during the period for: | |||
Interest | 17,586 | 32,030 | 32,308 |
Income taxes | 16,841 | 11,953 | 15,106 |
Series of Individually Immaterial Business Acquisitions | |||
Cash flows from investing activities: | |||
Acquisition, net of cash received | (12,600) | 0 | 0 |
Era Merger | |||
Cash flows from investing activities: | |||
Increase in cash from Era merger | $ 0 | $ 0 | $ 120,236 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 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 Change in Fiscal Year End In August 2022, the Board of Directors of Bristow (the “Board”) approved a change in the fiscal year end of the Company from March 31st to December 31st. As a result of this change, the Company is filing this Transition Report on Form 10-KT for the nine-month transition period ended December 31, 2022. The change in fiscal year end is applied on a prospective basis and does not adjust operating results for prior periods. 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 Transition Report on Form 10-KT, 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 Transition Report on Form 10-KT refers to Old Bristow. The consolidated financial information for the nine months ended December 31, 2022, the twelve months ended March 31, 2022, and twelve months ended March 31, 2021 has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC on this Transition Report on Form 10-KT. 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, inventory allowances, 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. 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 — 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. The allowance for doubtful accounts for the periods reflected below were as follows (in thousands): December 31, 2022 March 31, 2022 Balance – beginning of period $ 1,887 $ 2,303 Additional allowances — 32 Write-offs and collections (40) (448) Balance – end of period $ 1,847 $ 1,887 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 December 31, 2022 and March 31, 2022, the inventory allowances for the periods reflected below were as follows (in thousands): December 31, 2022 March 31, 2022 Balance – beginning of period $ 3,151 $ 261 Additional allowances, net 216 2,898 Write-offs of inventory disposed and scrapped (551) — Foreign currency effects (280) (8) Balance – end of period $ 2,536 $ 3,151 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 December 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. 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. 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, the Company uses its incremental borrowing rate based on information available at commencement date if the rate implicit in the lease cannot be readily determined. 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 and the useful life of that asset will be reevaluated. Intangible assets by type for the periods reflected below were as follows (in thousands): SAR customer contracts (1) PBH (2) Total Gross Carrying Amount 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 Additions (3) 7,037 — 7,037 Write-offs — (5,187) (5,187) Translation (3,406) (2,614) (6,020) December 31, 2022 $ 62,871 $ 84,280 $ 147,151 Accumulated Amortization 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) Amortization expense (6,480) (7,456) (13,936) December 31, 2022 $ (25,935) $ (55,401) $ (81,336) Weighted average remaining contractual life, in years 3.9 13.2 7.9 ___________________ (1) Related to search and rescue (“SAR”) customer contracts under United Kingdom (“U.K.”) operations (includes intangible assets for U.K. SAR and the Falkland Islands customer contracts). Amortization expense of SAR customer contracts is included in depreciation and amortization expense on the consolidated statements of operations. (2) Power-by-the-hour (“PBH”). Amortization expense of PBH intangible assets is included in operating expense on the consolidated statement of operations. (3) See Note 2 to the consolidated financial statements for details on intangible asset additions. Future amortization expense of intangible assets for periods ended December 31, is as follows (in thousands): SAR customer PBH Total 2023 $ 9,854 $ 9,227 $ 19,081 2024 9,854 9,228 19,082 2025 9,192 8,080 17,272 2026 8,036 494 8,530 2027 — 242 242 Thereafter — 1,608 1,608 $ 36,936 $ 28,879 $ 65,815 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. 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 is 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. Deferred Financing Costs — Deferred financing costs incurred in connection with the issuance of debt are amortized over the life of the related debt using the effective interest rate method. Pension Benefits — See Note 14 for a discussion of the Company’s accounting for pension benefits. Derivative Financial Instruments — See Note 9 for a discussion of the Company’s accounting for foreign exchange options and forward contracts. 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 aircraft components, such as engines and transmissions, are maintained by third-party vendors under contractual agreements also referred to as 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. In the event the Company places a helicopter in a PBH program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. This buy-in charge is normally recorded as a prepaid expense and amortized as an operating expense over the remaining PBH contract period. If a helicopter is sold or otherwise removed from a program before the scheduled maintenance work is carried out, the Company may be able to recover part of its payments to the PBH provider, in which case the Company records a reduction to operating expense. 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, unless the credit represents a sales incentive offered to customers by the manufacturer. 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 — The reporting 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 reporting currency. Gains and losses resulting from changes in currency exchange rates between the reporting 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. During the nine months ended December 31, 2022, twelve months ended March 31, 2022 and twelve months ended March 31, 2021, the Company recognized foreign currency gains of $14.9 million, $7.0 million and 7.5 million, respectively. 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. 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. Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined as not applicable to the Company’s consolidated financial position or result of operations. In November 2021, the FASB issued ASU 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. ASU 2021-10 applies to business entities that account for a transaction with a government by applying a grant or contribution accounting model and increases the transparency of the recognition, measurement, presentation and disclosure of government assistance received. Our adoption of this ASU, effective April 1, 2022, had no material impact to the Company’s financial statements. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 provides specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in business combinations. Our adoption of this ASU, effective April 1, 2022, had no material impact to the Company’s financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Acquisition of British International Helicopter Services Limited On August 2, 2022, the acquisition of British International Helicopter Services Limited (“BIH”) was successfully completed, in an all cash transaction for $12.7 million. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The Company will integrate BIH into its U.K. operations, within the government services line of service, and BIH will adopt the Bristow name and brand throughout its operations. BIH delivers combined SAR and support helicopter services for the U.K. Ministry of Defence with operations in the Falkland Islands and delivers fleet operational sea training helicopter support for the Royal Navy in the U.K. The acquisition is expected to strengthen the Company’s global government services offering. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, August 2, 2022 (in thousands): Assets acquired: Cash and cash equivalents $ 109 Accounts receivable 2,197 Prepaid expenses and other current assets 2,464 Inventories 125 Property and equipment 4,378 Intangible assets, net 7,037 Total assets acquired $ 16,310 Liabilities assumed: Accounts payable $ 1,530 Accrued wages, benefits and related taxes 260 Other accrued liabilities 1,010 Deferred taxes 802 Total liabilities $ 3,602 Net assets acquired $ 12,708 The acquisition resulted in $7.0 million amortizable intangible assets associated with the two BIH customer contracts acquired. These intangible assets will be amortized over the life of the contracts and are included on the consolidated balance sheets in other assets. There were no material transaction related costs. The pro forma results were not included as the impact was not material to the Company’s financial statements. Consistent with the guidelines of ASC 805, if the initial accounting for the business combination has not concluded by the end of the reporting period in which the acquisition occurs, an estimate may be recorded. The Company may record any material adjustments to the initial amounts recorded based on new information obtained that would have existed as of the date of the acquisition within a year of the acquisition date. The Company is continuing to analyze and assess relevant information to determine the fair value of assets acquired and liabilities assumed. 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. 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 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 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 offshore energy prices and market volatility linked to the COVID-19 pandemic between the initial announcement 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, 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 Total revenues $ 1,213,552 Net loss $ (100,436) Net loss attributable to Bristow Group Inc. $ (100,222) _____________________ (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 | 9 Months Ended |
Dec. 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 as of (in thousands): December 31, 2022 March 31, 2022 Aircraft $ 815,375 $ 802,913 Land and buildings 170,495 180,188 Other property and equipment 109,441 109,039 Property and equipment, at cost $ 1,095,311 $ 1,092,140 Less: accumulated depreciation (180,060) (149,532) Property and equipment, net $ 915,251 $ 942,608 During the nine months ended December 31, 2022, twelve months ended March 31, 2022 and twelve months ended March 31, 2021, the Company recognized depreciation expense of $44.1 million, $66.7 million and $62.1 million, respectively. Other Asset and Inventory Considerations During the nine months ended December 31, 2022, the Company entered into and amended two existing PBH agreements with maintenance service providers for its AW139 helicopter fleet. The terms of these agreements included a buy-in payable of approximately $55 million for the hours flown on the aircraft prior to entry into the PBH agreements. The buy-in amount for the transaction has been paid in full and is reflected in other long-term assets with the amount due for amortization within a year reflected in prepaid expenses and other current assets on the consolidated balance sheets. The balance is amortized through operating expense on the consolidated statements of operations on a straight-line basis over the contract term. During the nine months ended December 31, 2022, the Company wrote off $5.2 million of intangible assets related to legacy AW139 airframe agreements in connection with the new PBH agreements. This loss is reflected on the loss on impairment line During the twelve months ended March 31, 2022 and twelve months ended March 31, 2021, the Company recognized, $11.8 million and $12.4 million, respectively, in loss on impairment related to certain aircraft, equipment and inventory. |
REVENUES
REVENUES | 9 Months Ended |
Dec. 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 offshore energy customer revenues is derived from providing services on an “ad-hoc” basis. The Company’s fixed-term contracts typically have original terms of one 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. Revenues are 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 — The Company owns a regional fixed wing operator (“Airnorth”) in Australia. 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): Nine Months Ended Twelve Months Ended Twelve Months Ended Revenues from contracts with customers $ 896,777 $ 1,151,035 $ 1,139,638 Total other revenues 25,792 34,169 38,424 Total revenues $ 922,569 $ 1,185,204 $ 1,178,062 Revenues by Service Line. Operating revenues earned by service line for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Offshore energy services $ 590,761 $ 767,720 $ 788,024 Government services 217,028 272,859 252,131 Fixed wing services 79,952 85,372 73,751 Other services 10,139 13,112 25,118 Total operating revenues $ 897,880 $ 1,139,063 $ 1,139,024 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. Nine Months Ended Twelve Months Ended Twelve Months Ended Revenues from contract liabilities $ 6,556 $ 7,325 $ 3,451 December 31, March 31, Receivables under contracts with customers $ 182,742 $ 165,234 Contract liabilities under contracts with customers 12,931 13,307 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 December 31, 2022 and March 31, 2022. Remaining Performance Obligations Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The Company has elected the practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original expected duration of one year or less. As noted above and elsewhere in this document, the Company’s contracts have fixed terms ranging from one month to ten years and generally may, depending on the contract, be cancelled without penalty and with a notice period of less than a year. Customarily, these contracts do not commit customers to acquire specific amounts of services or minimum flight hours and permit customers to decrease the number of helicopters under contract with a corresponding decrease in the fixed monthly payments without penalty. Excluding any applicable cancellation penalties, revenues from performance obligations that are unsatisfied (or partially unsatisfied) on contracts with fixed considerations that have expected duration of one year or more and therefore not subject to the practical expedient as of December 31, 2022 were $36.7 million, of which $22.0 million and $14.7 million of revenues are expected to be recognized in 2023 and 2024, respectively. These amounts exclude expected considerations 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 | 9 Months Ended |
Dec. 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 variable interest entity (“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. If not, the Company will not consolidate the VIE. As of December 31, 2022, the Company had interests in seven 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 by Bristow Helicopters Limited (“BHL”) as a 49% shareholder and 51% by a European Union national. BHL provided a loan to BNAS, 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 common stock and a significant amount of Bristow Aviation’s subordinated debt. Bristow Aviation is incorporated in England and, through its subsidiaries, holds all the outstanding shares in BHL. As of December 31, 2022, the Company and Impigra (as defined below) owned 49% and 51%, respectively, of Bristow Aviation. A number of the subsidiaries of Bristow Aviation provide aviation services to customers primarily in Australia, Nigeria, Norway, Trinidad and the U.K. Bristow Aviation’s subsidiaries include BNAS, BHNL, PAAN and YII Energy, and it eliminates all transactions among and between these VIEs. Bristow EU Holdco B.V. (“BEU”) — During the nine months ended December 31, 2022, the Company formed a new entity in the Netherlands to perform services in certain European Union jurisdictions. BEU is 49% owned by the Company and 51% owned by a European Union national. The financial information for this VIE is aggregated within the summary financial information table below. 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 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 a 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 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 Company eliminates all transactions among and between the VIEs listed above within its consolidated financial statements. The following table shows summarized financial information, in aggregate, for the Company’s VIEs and their subsidiaries (in thousands): December 31, 2022 March 31, 2022 Total assets $ 944,744 $ 933,478 Total liabilities (1) $ 4,025,440 $ 4,203,107 ____________________ (1) Includes Bristow Aviation 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 $3.2 billion as of December 31, 2022. 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 energy industry off Canada’s Atlantic coast and in the Arctic. Cougar is accounted for as an equity method investment. During the twelve months 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 offshore energy 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 the Company’s investment in Cougar, recorded during the twelve months 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”) with Cougar on an accrual basis as it expects to receive full compensation for services under the MSSA. 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 twelve months 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 twelve months ended March 31, 2022. As of December 31, 2022 and March 31, 2022, the investment in PAS totaled $17.0 million and is included on the consolidated balance sheets in investment in unconsolidated affiliates. Líder — T he Company initiated a partial dissolution process to exit its equity investment in Líder Táxi Aéreo S.A. (“Líder”), a previously unconsolidated affiliate in Brazil, upon the close of the Merger. As a result of this process, and upon evaluating its equity investment in Líder, the Company recorded an $18.7 million non-cash impairment charge to its investment in Líder during the twelve months ended March 31, 2021. The Company was no longer a shareholder of Líder as of August 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company owns a 25% voting interest and a 40% economic interest in Cougar, an aviation services provider in Canada. Due to common ownership of Cougar, the Company considers VIH Aviation Group Ltd. (“VIH”) a related party. The Company leases certain aircraft and facilities from VIH and paid lease fees of $4.4 million, $10.0 million and $13.1 million for the nine months ended December 31, 2022, twelve months ended March 31, 2022 and twelve months ended March 31, 2021, respectively. As of December 31, 2022 and March 31, 2022, $0.8 million and $1.8 million, respectively, of accounts receivables from related party affiliates were included in accounts receivables on the consolidated balance sheets. Revenues from related parties for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Revenues from contracts with related parties $ 7,463 $ 8,303 $ 12,108 Other revenues from related parties 16,175 22,565 30,339 Total revenues from related parties $ 23,638 $ 30,868 $ 42,447 |
DEBT
DEBT | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt as of December 31, 2022 and March 31, 2022 consisted of the following (in thousands): December 31, 2022 March 31, 2022 6.875% Senior Notes $ 392,763 $ 391,690 Lombard Debt 118,658 133,978 Total debt 511,421 525,668 Less current maturities of long-term debt (11,656) (12,759) Total long-term debt $ 499,765 $ 512,909 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, the Company must make an offer to repurchase all or part of each noteholder’s notes at an offer price of 101% of the aggregate principal amount, plus accrued and unpaid interest. 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. During the nine months ended December 31, 2022 and the twelve months ended March 31, 2022, the Company made interest payments of $13.8 million and $28.0 million, respectively. As of December 31, 2022 and March 31, 2022, the Company had $7.2 million and $8.3 million, respectively, of unamortized deferred financing fees associated with the 6.875% Senior Notes. Lombard Debt — In November 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 twelve months ended March 31, 2022, the Company replaced LIBOR as the benchmark for the Lombard Debt with a new reference rate, the Sterling Overnight Index Average (“SONIA”). During the nine months ended December 31, 2022, the Company made principal and interest payments of $8.6 million and $3.8 million, respectively. During the twelve months ended March 31, 2022 and twelve months ended March 31, 2021, the Company made principal and interest payments of $13.1 million and $3.8 million and $12.8 million and $4.1 million, respectively. In connection with the Company’s entry into a refinancing agreement in January 2023 for the Lombard debt and in accordance with accounting standards related to accounting for debt, the financing tranche maturing in December 2023 is reflected in long-term debt on the consolidated balance sheets as of December 31, 2022 as a result of the subsequent event. See Note 19 for further discussion of the Lombard debt refinancing. ABL Facility — The Company’s asset-backed revolving credit facility (the “ABL Facility”) was entered into in April 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 December 31, 2022, the 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 December 31, 2022 and March 31, 2022, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the nine months ended December 31, 2022. Letters of credit issued under the ABL Facility in the aggregate face amount of $0.6 million and $20.5 million were outstanding on December 31, 2022 and March 31, 2022. Prior to the Lombard debt refinancing (see Note 19), the Company’s scheduled principal long-term maturities as of December 31, 2022, which excludes unamortized discount of $7.0 million and unamortized deferred financing fees of $7.2 million, were as follows (in thousands): Total Due 2023 $ 73,812 2024 51,829 2025 — 2026 — 2027 — Thereafter 400,000 $ 525,641 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE FINANCIAL INSTRUMENTS From time to time, the Company may use derivatives to partially offset its business exposure to foreign currency risks on expected future cash flows. The Company enters into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. The Company does not offset fair value amounts recognized for derivative instruments under master netting arrangements. The derivative agreements do not contain credit-risk-related contingent features. There are no amounts of related financial collateral received or pledged. The Company does not use any of its derivative instruments for speculative or trading purposes. Cash Flow Hedges The Company may use foreign exchange options or forward contracts to hedge a portion of its forecasted foreign currency denominated transactions. These foreign exchange hedge contracts, carried at fair value, have maturities of up to 21 months. As of December 31, 2022 and March 31, 2022, total notional amounts of outstanding cash flow hedges were $134.7 million and $40.5 million, respectively. As of December 31, 2022, $0.9 million of net gains (losses) will be reclassified from accumulated other comprehensive income into earnings within the next 12 months. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The Company records changes in fair value of these cash flow hedges in accumulated other comprehensive income (loss) in its consolidated balance sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, the Company reclassifies it to earnings in the same line item as the hedged items. The Company evaluates hedge effectiveness at the inception of the hedge prospectively, and on an ongoing basis both retrospectively and prospectively. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, it will reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive income (loss) to earnings. For the nine months ended December 31, 2022, and twelve months ended March 31, 2022 and 2021, there were no net gains or losses recognized in earnings relating to hedges of forecasted transactions that did not occur. The fair value of derivative instruments on our Consolidated Balance Sheets as of December 31, 2022 and March 31, 2022 were as follows, presented on a gross basis (in thousands): December 31, 2022 March 31, 2022 Fair Value Asset Derivatives Fair Value Liability Derivatives Fair Value Asset Derivatives Fair Value Liability Derivatives Derivatives designated as hedging instruments: Foreign exchange forward contracts $ 1,590 $ (144) $ 1,178 $ (73) Total derivatives 1,590 (144) 1,178 (73) |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended |
Dec. 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. Fair Values of Debt The fair value of the Company’s debt has been estimated in accordance with the accounting standards 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 December 31, 2022 LIABILITIES 6.875% Senior Notes (1) $ 392,763 $ — $ 366,629 $ — Lombard Debt (2) 118,658 — 120,358 — $ 511,421 $ — $ 486,987 $ — March 31, 2022 LIABILITIES 6.875% Senior Notes (1) $ 391,690 $ — $ 407,436 $ — Lombard Debt (2) 133,978 — 138,328 — $ 525,668 $ — $ 545,764 $ — _________________ (1) As of December 31, 2022 and March 31, 2022, the carrying values were net of unamortized deferred financing fees of $7.2 million and $8.3 million, respectively. (2) As of December 31, 2022 and March 31, 2022, the carrying values of unamortized discounts were $7.0 million and $13.1 million, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Fleet — The Company’s unfunded capital commitments as of December 31, 2022, consisted primarily of agreements to purchase helicopters and totaled $204.3 million, payable beginning in 2023. The Company also had $1.3 million of deposits paid on options not yet exercised as of December 31, 2022. Included in these commitments are orders to purchase two AW189 heavy helicopters, six AW139 medium helicopters and five AW169 light twin helicopters. The AW189 helicopters and AW139 helicopters are scheduled to be delivered in 2024. 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 between 2024 through 2025. The Company may, from time to time, purchase aircraft, for which it has no orders. The Company may terminate $34.9 million of its capital commitments (inclusive of deposits paid on options not yet exercised) without further liability other than aggregate liquidated damages of approximately $1.1 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 and is included within other income within our consolidated statement of operations during the twelve months ended March 31, 2022. 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 | 9 Months Ended |
Dec. 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 operates are leased with remaining terms between one Operating leases as of the periods reflected in the table below were as follows (in thousands): December 31, 2022 March 31, 2022 Operating lease right-of-use assets $ 240,977 $ 193,505 Current portion of operating lease liabilities 76,261 69,866 Operating lease liabilities 165,955 125,441 Total operating lease liabilities $ 242,216 $ 195,307 Operating leases for the periods reflected in the table below were as follows (in thousands, except years and percentages): Nine Months Ended Twelve Months Ended Twelve Months Ended Cash paid for operating leases $ 69,669 $ 100,339 $ 112,590 ROU assets obtained in exchange for lease obligations $ 107,034 $ 34,185 $ 21,923 Weighted average remaining lease term 5 years 4 years 4 years Weighted average discount rate 6.09 % 6.13 % 6.23 % The Company’s leases for aircraft range up to base terms of 180 months with renewal options of up to 60 months. In some cases, the Company’s 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. Rent expense for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Rent expense under all operating leases $ 74,378 $ 106,180 $ 120,309 Rent expense under operating leases for aircraft $ 57,976 $ 83,788 $ 97,919 As of December 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 aircraft, are as follows (in thousands): Aircraft Other Total Twelve months ended December 31, 2023 $ 74,976 $ 12,790 $ 87,766 2024 59,656 9,202 68,858 2025 35,869 7,717 43,586 2026 21,230 6,125 27,355 2027 16,452 4,023 20,475 Thereafter 19,245 12,015 31,260 $ 227,428 $ 51,872 $ 279,300 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recognizes deferred tax assets or liabilities for the differences between the financial statement carrying amount and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the asset is expected to be recovered or the liability is expected to be settled. The components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 March 31 Deferred tax assets: Foreign tax credits $ 30,142 $ 29,624 Net operating losses 155,532 167,502 Pension liability 5,383 3,720 Interest expense limitation 42,995 39,919 Accrued expenses not currently deductible 14,439 12,871 Lease liabilities 36,101 66,853 Other 10,771 16,740 Gross deferred tax assets 295,363 337,229 Valuation allowance (159,648) (173,132) Total deferred tax assets $ 135,715 $ 164,097 Deferred tax liabilities: Property and equipment $ (96,121) $ (96,734) Inventories (2,152) (762) Investment in foreign subsidiaries and unconsolidated affiliates (14,059) (15,588) Right-of-use lease asset (35,135) (67,433) Intangibles (14,440) (19,663) Other (3,308) (3,728) Total deferred tax liabilities $ (165,215) $ (203,908) Net deferred tax liabilities $ (29,500) $ (39,811) As of December 31, 2022, the Company had deferred tax assets of $19.1 million recorded in other assets on the consolidated balance sheets. For U.S. income taxes, companies may use foreign tax credits to offset the income taxes due on income earned from foreign sources. The foreign tax credits claimed for a particular taxable year may be limited. Foreign tax credits may be carried back one year and forward ten years. As of December 31, 2022, the Company had $30.1 million of excess foreign tax credits, of which, $15.6 million will expire in 2023, $13.2 million will expire in 2024, and $1.3 million will expire after 2025. As of December 31, 2022, the Company had a $47.1 million net operating loss carryforward in the U.S. In addition, the Company has net operating losses in certain states totaling $542.8 million, which began to expire during the nine months ended December 31, 2022. The following table shows the expiration of such loss carryforwards (in thousands, except dates): December 31, 2022 Expiration Foreign tax credit carryforwards $30,142 2023-2031 Foreign net operating loss carryforwards $397,370 Indefinite State net operating loss carryforwards $408,321 Indefinite State net operating loss carryforwards $134,456 2023-2040 Section 163j interest expense $204,737 Indefinite The Company estimates the likelihood of the recoverability of its deferred tax assets. Any valuation allowance recorded is based on estimates and assumptions of taxable income in future periods and a determination is made of the magnitude of deferred tax assets which are more likely than not to be realized. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowance against its deferred tax assets and its effective tax rate may increase which could result in a material adverse impact on the Company’s financial position, results of operations and cash flows. 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. Valuation allowances against net deferred tax assets aggregated to $159.6 million and $173.1 million as of December 31, 2022 and March, 31, 2022, respectively. As of December 31, 2022, valuation allowances were $79.9 million for foreign operating loss carryforwards, $31.6 million for state operating loss carryforwards, $17.7 million for interest expense limitation carryforwards, $29.4 million for foreign tax credits and $1.0 million for capital loss carryforwards. 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. During the nine months ended December 31, 2022, the Company changed its estimated future realizability of taxable income in the U.K. and estimates there is sufficient taxable income to utilize available net operating losses. The previously recorded valuation allowance against the U.K. net deferred tax asset was reduced by $0.3 million in the reporting period. The Company recorded $4.4 million of deferred taxes related to the change in estimated U.K. pension liabilities. This amount is reflected in other comprehensive income. During the nine months ended December 31, 2022, the Company utilized $5.1 million of net operating losses in various foreign jurisdictions and released through continuing operations an offsetting valuation allowance previously recorded against the net operating losses. The components of income (loss) before income taxes for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Domestic $ (7,692) $ (23,346) $ (14,314) Foreign 28,771 18,927 (42,326) Income (loss) before income taxes $ 21,079 $ (4,419) $ (56,640) The components of income tax expense (benefit) for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Current: Domestic $ 3,995 $ 5,971 $ 719 Foreign 8,821 7,068 14,387 $ 12,816 $ 13,039 $ 15,106 Deferred: Domestic $ (3,419) $ (5,945) $ (11,894) Foreign (1,903) 4,200 (3,567) $ (5,322) $ (1,745) $ (15,461) Income tax expense (benefit) $ 7,494 $ 11,294 $ (355) The reconciliation of the U.S. Federal statutory tax rate to the effective income tax rate for the periods reflected in the table below is as follows: Nine Months Ended Twelve Months Ended Twelve Months Ended Statutory rate 21.0 % 21.0 % 21.0 % Net foreign tax on non-U.S. earnings 49.0 % (348.2) % (25.2) % Benefit of foreign tax deduction in the U.S. (5.0) % 25.2 % 2.3 % Foreign earnings indefinitely reinvested abroad (28.7) % 44.8 % 5.8 % Change in valuation allowance (12.9) % 16.7 % — % Foreign earnings that are currently taxed in the U.S. 5.9 % (40.5) % (5.6) % Bargain purchase gain — % — % 30.1 % Sales of subsidiaries — % 22.0 % — % Impairment of foreign investments — % 62.4 % (26.2) % Changes in tax reserves 0.9 % (3.8) % — % Impact of U.S. withholding tax 3.6 % (10.1) % (1.3) % Other, net 1.8 % (45.2) % (0.3) % Effective tax rate 35.6 % (255.7) % 0.6 % The Company’s effective income tax rate for the nine months ended December 31, 2022 is primarily impacted by income tax from non-US earnings in certain profitable jurisdictions, adjustments to valuation allowances against future realization of deductible business interest expense and adjustments to valuation allowances against net operating losses. The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company is currently undergoing multiple tax examinations in various jurisdictions in which it operates. The ultimate settlement and timing of these additional potential tax assessments is uncertain, but the Company will continue to vigorously defend its return filing positions and does not view additional assessments as probable at this time. The following table summarizes the years open by jurisdiction as of December 31, 2022: Years Open U.S. 2019 to present U.K. 2021 to present Nigeria 2012 to present Trinidad 2010 to present Australia 2018 to present Norway 2019 to present Brazil 2018 to present During the nine months ended December 31, 2022, adjustments were made to estimates for uncertain tax positions in certain tax jurisdictions based upon changes in facts and circumstances, resulting in an increase to income tax expense. As of December 31, 2022 and March 31, 2022, the Company had $4.1 million and $3.9 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 was follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Unrecognized tax benefits – beginning of period $ 3,942 $ 4,258 $ 4,252 Increases for tax positions taken in prior periods 200 147 30 Decreases for tax positions taken in prior periods (75) (420) — Decrease related to statute of limitation expirations — (43) (24) Unrecognized tax benefits – end of period $ 4,067 $ 3,942 $ 4,258 As of December 31, 2022, the Company had aggregated approximately $162.0 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. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION In August 2021, the Company adopted the 2021 Equity Incentive Plan (the “LTIP”). Upon adoption, the LTIP replaced all 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 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 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 December 31, 2022, 830,383 shares remained available to grant under the LTIP. Restricted Stock. During the nine months ended December 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, 2022: 1,161,608 $ 27.77 Granted 495,640 $ 29.33 Vested/released (202,414) $ 26.14 Cancelled/forfeited (98,455) $ 25.00 Non-vested outstanding as of December 31, 2022 1,356,379 $ 28.78 As of December 31, 2022, the Company had approximately $18.5 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 nine months ended December 31, 2022, the number of stock options transactions and the weighted average grant price of stock options were as follows: Number of Shares Weighted Average Grant Price Non-vested as of April 1, 2022: 424,951 $ 19.75 Exercised/Released (155) $ 22.89 Cancelled/Forfeited (12,173) $ 11.56 Expired (94) $ 30.16 Non-vested outstanding as of December 31, 2022 412,529 $ 19.99 Vested and exercisable 227,158 $ 25.02 As of December 31, 2022, the Company had approximately $1.0 million in total unrecognized compensation costs associated with these awards, and the weighted average period over which it is expected to be recognized is 0.7 years. The weighted average remaining contractual term on the non-vested stock options is 6.6 years and 5.9 years on the vested and exercisable stock options. As of December 31, 2022, the weighted average exercise price of the vested and exercisable stock options was $26.52 and had an aggregate intrinsic value of $1.7 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 | 9 Months Ended |
Dec. 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 (the “Defined Benefit Pension Plans”). 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 $15.7 million, $21.4 million and $21.9 million for the nine months ended December 31, 2022 and twelve months ended March 31, 2022 and March 31, 2021, respectively. Defined Benefit Plans 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, debt securities and cash. The measurement date adopted is December 31, and resulting gains or losses are amortized over the average remaining life expectancy of the plan members. The following table shows the activity associated with the projected benefit obligation and the fair value of plan assets in addition to the defined benefit retirement plans’ funded status (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Change in benefit obligation: Projected benefit obligation (PBO) at beginning of period $ 529,956 $ 578,918 $ 494,992 Service cost 663 732 743 Interest cost 8,987 9,757 9,449 Actuarial loss (gain) (107,835) (9,592) 41,343 Benefit payments and expenses (18,481) (23,418) (24,854) Effect of exchange rate changes (45,681) (26,441) 57,245 Projected benefit obligation (PBO) at end of period $ 367,609 $ 529,956 $ 578,918 Change in plan assets: Fair value of assets at beginning of period $ 511,786 $ 534,768 $ 477,137 Actual return on assets (113,510) 8,633 11,738 Employer contributions 11,725 16,234 16,778 Benefit payments and expenses (18,481) (23,418) (24,854) Effect of exchange rate changes (44,000) (24,431) 53,969 Fair value of assets at end of period $ 347,520 $ 511,786 $ 534,768 Reconciliation of funded status: Accumulated benefit obligation (ABO) $ 367,609 $ 529,956 $ 578,918 Projected benefit obligation (PBO) $ 367,609 $ 529,956 $ 578,918 Fair value of assets (347,520) (511,786) (534,768) Net recognized pension liability $ 20,089 $ 18,170 $ 44,150 Amounts recognized in accumulated other comprehensive loss $ 12,441 $ (5,962) $ 45,071 The service cost component is reported in the Company’s consolidated statements of operations in total costs and expenses Nine Months Ended Twelve Months Ended Twelve Months Ended Service cost for benefits earned during the period $ 663 $ 732 $ 743 Interest cost on pension benefit obligation 8,987 9,757 9,449 Expected return on assets (11,347) (12,290) (13,090) Net periodic pension cost (benefit) $ (1,697) $ (1,801) $ (2,898) Actuarial assumptions used to develop the components of the Defined Benefit Pension Plans for the periods reflected in the table below were as follows: Nine Months Ended Twelve Months Ended Twelve Months Ended Discount rate 2.70 % 2.00 % 2.30 % Expected long-term rate of return on assets 3.22 % 2.42 % 2.62 % Pension increase rate 3.40 % 3.00 % 2.60 % 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 December 31, 2022 and March 31, 2022 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 Target Allocation Actual Allocation Actual Allocation Asset Category 2022 2022 2022 2022 Equity securities 14.4 % 14.0 % 20.5 % 16.4 % Debt securities 19.0 % 19.0 % 29.8 % 19.8 % Property 6.7 % 6.7 % 6.8 % 5.8 % Other assets 59.9 % 60.3 % 42.9 % 58.0 % 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 December 31, 2022, which are valued at fair value (in thousands): Quoted Prices Significant Significant Balance as of December 31, 2022 Cash and cash equivalents $ 3,729 $ 9,623 $ — $ 13,352 Equity investments - U.K. 962 — — 962 Equity investments - non-U.K. 2,165 — — 2,165 Insurance linked securities — — 25,141 25,141 Liquid credit — 7,819 — 7,819 Alternative investments — 42,222 — 42,222 Diversified growth (absolute return) funds 722 — — 722 Government debt securities 481 102,007 — 102,488 Corporate debt securities 1,203 — — 1,203 Insurance policy — — 108,863 108,863 Total fair value investments $ 9,262 $ 161,671 $ 134,004 $ 304,937 Net asset value (1) — — — 42,583 Total investments $ 9,262 $ 161,671 $ 134,004 $ 347,520 ____________________ (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, 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 - U.K. 1,053 — — 1,053 Equity investments - non-U.K. 2,897 — — 2,897 Insurance Linked Securities — 27,386 — 27,386 Liquid credit — 98,130 — 98,130 Alternative investments — 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 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. The Company expects to fund payments with cash contributions to the plans, plan assets and earnings on plan assets. Estimated future benefit payments for each of the years ended December 31 is as follows (in thousands): Year Ended December 31, Payments 2023 $ 21,532 2024 22,013 2025 22,374 2026 22,855 2027 23,336 Thereafter 119,569 |
STOCKHOLDERS_ EQUITY AND ACCUMU
STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME | STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME Share Repurchases In September 2020, the Board authorized a stock repurchase program providing for the repurchase of up to $75.0 million of the Company’s common stock. In August 2022, the Board approved a new $40.0 million stock repurchase program (“August 2022 Stock Repurchase Program”) and terminated the prior program, under which $15.0 million remained available of the original $75.0 million authorized. Purchases of the Company’s common stock under the August 2022 Stock Repurchase Program may be made in the open market, including pursuant to a Rule 10b5-1 program, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The August 2022 Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice, subject to any changes in applicable law or regulations thereunder. As of December 31, 2022, $40.0 million remained available under the August 2022 Stock Repurchase Program. During the nine months ended December 31, 2022, the Company repurchased 425,938 shares of common stock in open market transactions for gross consideration of $10.0 million, which is an average cost of $23.48. During the twelve months 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. Accumulated Other Comprehensive Income (Loss) The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands): Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 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 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) Other comprehensive loss before reclassification (48,368) — (455) (48,823) Reclassified from accumulated other comprehensive income — (12,441) 657 (11,784) Net current period other comprehensive income (loss) (48,368) (12,441) 202 (60,607) Foreign exchange rate impact (2,625) 2,625 — — Balance as of December 31, 2022 $ (45,350) $ (40,090) $ 1,383 $ (84,057) __________________________ (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 | 9 Months Ended |
Dec. 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): Nine Months Ended Twelve Months Ended Twelve Months Ended March 31, 2021 (1) Income (loss): Net income (loss) attributable to Bristow Group Inc. $ 13,528 $ (15,791) $ (56,094) Less: Paid-in-Kind (“PIK”) dividends (1) — — (12,039) Plus: Deemed contribution from conversion of preferred stock (1) — — 144,986 Income (loss) available to common stockholders – basic 13,528 (15,791) 76,853 Plus: PIK dividends — — 12,039 Less: Changes in fair value of preferred stock derivative liability — — (15,416) Income (loss) available to common stockholders – diluted $ 13,528 $ (15,791) $ 73,476 Shares: Weighted average shares of common stock outstanding – basic 28,066 28,533 24,601 Effect of dilutive stock options and restricted stock 508 — 180 Preferred shares as converted basis — — 6,895 Weighted average shares of common stock outstanding – diluted (2) 28,574 28,533 31,676 Earnings (loss) per common share - basic $ 0.48 $ (0.55) $ 3.12 Earnings (loss) per common share - diluted $ 0.47 $ (0.55) $ 2.32 ___________________________ (1) See the Company’s Annual Report on Form 10-K, filed with the SEC on May 31, 2022 for further discussion on PIK dividends and conversion of Old Bristow stock during the twelve months ended March 31, 2021. |
SEGMENT AND GEOGRAPHIC AREA INF
SEGMENT AND GEOGRAPHIC AREA INFORMATION | 9 Months Ended |
Dec. 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 the Dutch Caribbean, the Falkland Islands, the Netherlands, Norway and the U.K. 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 Africa region comprises all of the Company’s operations and affiliates on the African continent, including Nigeria. 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: Nine Months Ended Twelve Months Ended Twelve Months Ended Customer A 19.4 % 20.3 % 19.0 % Customer B 9.0 % 11.1 % 10.0 % Customer C 6.0 % 6.3 % 6.0 % Total percentage of operating revenues 34.4 % 37.7 % 35.0 % 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): Nine Months Ended Twelve Months Ended Twelve Months Ended Region revenues from external customers: Europe $ 492,981 $ 662,421 $ 656,769 Americas 287,975 379,623 337,527 Asia Pacific 64,217 72,035 76,644 Africa 77,038 69,663 101,649 Other 358 1,462 5,473 Total region revenues $ 922,569 $ 1,185,204 $ 1,178,062 Consolidated operating income (loss): Europe $ 45,020 $ 62,082 $ 72,199 Americas 46,208 71,571 (24,204) Asia Pacific 2,809 (13,454) (1,047) Africa (986) (27,848) (19,892) Other (62,700) (92,515) (121,753) Gain (loss) on disposal of assets (480) 1,347 (8,199) Total consolidated operating income (loss) $ 29,871 $ 1,183 $ (102,896) December 31, 2022 March 31, 2022 Identifiable assets: Europe $ 1,012,291 $ 917,656 Americas 484,410 500,219 Asia Pacific 37,459 50,335 Africa 84,528 92,582 Other 193,313 263,487 Total identifiable assets $ 1,812,001 $ 1,824,279 The Company attributes revenue to various countries based on the location where services are actually performed. Long-lived assets consist primarily of helicopters and fixed wing aircraft and are attributed to various countries based on the physical location of the asset at the end of the periods reflected in the table below. Information by geographic area is as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended U.K. $ 305,862 $ 406,089 $ 406,850 Norway 179,724 256,461 249,618 U.S. 149,171 196,693 176,907 Other 287,812 325,961 344,687 Total revenues $ 922,569 $ 1,185,204 $ 1,178,062 December 31, 2022 March 31, 2022 Long-lived assets: U.K. $ 649,711 $ 493,310 Norway 110,466 123,400 U.S. 292,335 357,322 Other 103,716 162,081 Total long-lived assets $ 1,156,228 $ 1,136,113 |
TRANSITION PERIOD COMPARATIVE D
TRANSITION PERIOD COMPARATIVE DATA | 9 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
TRANSITION PERIOD COMPARATIVE DATA | TRANSITION PERIOD COMPARATIVE DATA The following table shows selected financial information for the transition period ended December 31, 2022 and the comparative period ended December 31, 2021 (the “Comparative Period”). The Comparative Period information is derived from the Company’s unaudited, condensed consolidated financial statements and filed with the SEC on Quarterly Report on Form 10-Q on February 4, 2022, and can be referred to for additional details. Nine Months Ended Nine Months Ended (Unaudited) Condensed income statement Total revenues $ 922,569 $ 897,804 Total costs and expenses 888,492 867,891 Loss on impairment (5,187) (24,835) Gain (loss) on disposal of assets (480) 1,388 Earnings (losses) from unconsolidated affiliates, net 1,461 (1,413) Operating income 29,871 5,053 Total other income (expense), net (8,792) (8,357) Income tax expense (7,494) (8,034) Net income attributable to noncontrolling interests (57) (141) Net income (loss) attributable to Bristow Group Inc. 13,528 (11,479) Earnings (loss) per common share: Basic $ 0.48 $ (0.40) Diluted $ 0.47 $ (0.40) Weighted average shares of common stock outstanding: Basic 28,066 28,634 Diluted 28,574 28,634 Condensed cash flows Net cash provided by (used in) operating activities $ (13,304) $ 118,277 Net cash used in investing activities (44,142) (9,528) Net cash used in financing activities (20,732) (59,592) Effect of exchange rate changes on cash, cash equivalents and restricted cash (24,153) (2,774) Net increase (decrease) in cash, cash equivalents and restricted cash (102,331) 46,383 Cash, cash equivalents and restricted cash at beginning of period 266,014 231,079 Cash, cash equivalents and restricted cash at end of period $ 163,683 $ 277,462 Condensed balance sheets Total assets $ 1,812,001 $ 1,864,789 Total liabilities $ 1,025,062 $ 1,020,477 Total stockholders’ equity $ 786,939 $ 844,312 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In January 2023, the Company entered into two thirteen-year secured equipment financings for an aggregate amount up to £145 million with National Westminster Bank Plc (“NatWest”). The credit facilities were funded on January 27, 2023, for approximately £138 million. The net proceeds from the financings were used to refinance the indebtedness of the Lombard Debt (see Note 7) and will be used to provide additional financing to support the Company’s obligations under its SAR contracts in the U.K. The credit facilities will have thirteen-year terms with repayment due in quarterly installments commencing March 31, 2023. The credit facilities will bear interest at a rate equal to the SONIA plus 2.75% per annum. Bristow's obligations will be secured by ten SAR helicopters. |
BASIS OF PRESENTATION, AND SUMM
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Change in Fiscal Year End | Change in Fiscal Year End In August 2022, the Board of Directors of Bristow (the “Board”) approved a change in the fiscal year end of the Company from March 31st to December 31st. As a result of this change, the Company is filing this Transition Report on Form 10-KT for the nine-month transition period ended December 31, 2022. The change in fiscal year end is applied on a prospective basis and does not adjust operating results for prior periods. |
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 Transition Report on Form 10-KT, 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 Transition Report on Form 10-KT refers to Old Bristow. The consolidated financial information for the nine months ended December 31, 2022, the twelve months ended March 31, 2022, and twelve months ended March 31, 2021 has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC on this Transition Report on Form 10-KT. |
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, inventory allowances, 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. |
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 — 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. |
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. |
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. 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. |
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. |
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, the Company uses its incremental borrowing rate based on information available at commencement date if the rate implicit in the lease cannot be readily determined. |
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 and the useful life of that asset will be reevaluated. |
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 — |
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 aircraft components, such as engines and transmissions, are maintained by third-party vendors under contractual agreements also referred to as 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. In the event the Company places a helicopter in a PBH program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. This buy-in charge is normally recorded as a prepaid expense and amortized as an operating expense over the remaining PBH contract period. If a helicopter is sold or otherwise removed from a program before the scheduled maintenance work is carried out, the Company may be able to recover part of its payments to the PBH provider, in which case the Company records a reduction to operating expense. |
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 reporting 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 reporting currency. Gains and losses resulting from changes in currency exchange rates between the reporting 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. During the nine months ended December 31, 2022, twelve months ended March 31, 2022 and twelve months ended March 31, 2021, the Company recognized foreign currency gains of $14.9 million, $7.0 million and 7.5 million, respectively. |
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. |
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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined as not applicable to the Company’s consolidated financial position or result of operations. In November 2021, the FASB issued ASU 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. ASU 2021-10 applies to business entities that account for a transaction with a government by applying a grant or contribution accounting model and increases the transparency of the recognition, measurement, presentation and disclosure of government assistance received. Our adoption of this ASU, effective April 1, 2022, had no material impact to the Company’s financial statements. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 provides specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in business combinations. Our adoption of this ASU, effective April 1, 2022, had no material impact to the Company’s 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 offshore energy customer revenues is derived from providing services on an “ad-hoc” basis. The Company’s fixed-term contracts typically have original terms of one 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. Revenues are 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 — The Company owns a regional fixed wing operator (“Airnorth”) in Australia. 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. |
Fair Value Measurement | 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. |
BASIS OF PRESENTATION, AND SU_2
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of allowance for doubtful accounts | The allowance for doubtful accounts for the periods reflected below were as follows (in thousands): December 31, 2022 March 31, 2022 Balance – beginning of period $ 1,887 $ 2,303 Additional allowances — 32 Write-offs and collections (40) (448) Balance – end of period $ 1,847 $ 1,887 |
Schedule of allowance for inventory | As of December 31, 2022 and March 31, 2022, the inventory allowances for the periods reflected below were as follows (in thousands): December 31, 2022 March 31, 2022 Balance – beginning of period $ 3,151 $ 261 Additional allowances, net 216 2,898 Write-offs of inventory disposed and scrapped (551) — Foreign currency effects (280) (8) Balance – end of period $ 2,536 $ 3,151 |
Schedule of intangible assets | Intangible assets by type for the periods reflected below were as follows (in thousands): SAR customer contracts (1) PBH (2) Total Gross Carrying Amount 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 Additions (3) 7,037 — 7,037 Write-offs — (5,187) (5,187) Translation (3,406) (2,614) (6,020) December 31, 2022 $ 62,871 $ 84,280 $ 147,151 Accumulated Amortization 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) Amortization expense (6,480) (7,456) (13,936) December 31, 2022 $ (25,935) $ (55,401) $ (81,336) Weighted average remaining contractual life, in years 3.9 13.2 7.9 ___________________ (1) Related to search and rescue (“SAR”) customer contracts under United Kingdom (“U.K.”) operations (includes intangible assets for U.K. SAR and the Falkland Islands customer contracts). Amortization expense of SAR customer contracts is included in depreciation and amortization expense on the consolidated statements of operations. (2) Power-by-the-hour (“PBH”). Amortization expense of PBH intangible assets is included in operating expense on the consolidated statement of operations. (3) See Note 2 to the consolidated financial statements for details on intangible asset additions. |
Schedule of intangible assets, future amortization expense | Future amortization expense of intangible assets for periods ended December 31, is as follows (in thousands): SAR customer PBH Total 2023 $ 9,854 $ 9,227 $ 19,081 2024 9,854 9,228 19,082 2025 9,192 8,080 17,272 2026 8,036 494 8,530 2027 — 242 242 Thereafter — 1,608 1,608 $ 36,936 $ 28,879 $ 65,815 |
Schedule of estimated useful life | As of December 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 as of (in thousands): December 31, 2022 March 31, 2022 Aircraft $ 815,375 $ 802,913 Land and buildings 170,495 180,188 Other property and equipment 109,441 109,039 Property and equipment, at cost $ 1,095,311 $ 1,092,140 Less: accumulated depreciation (180,060) (149,532) Property and equipment, net $ 915,251 $ 942,608 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, August 2, 2022 (in thousands): Assets acquired: Cash and cash equivalents $ 109 Accounts receivable 2,197 Prepaid expenses and other current assets 2,464 Inventories 125 Property and equipment 4,378 Intangible assets, net 7,037 Total assets acquired $ 16,310 Liabilities assumed: Accounts payable $ 1,530 Accrued wages, benefits and related taxes 260 Other accrued liabilities 1,010 Deferred taxes 802 Total liabilities $ 3,602 Net assets acquired $ 12,708 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. |
Schedule of Unaudited Pro Forma Financial Information | The unaudited pro forma financial information is as follows (in thousands) (1) : Fiscal Year Ended Total revenues $ 1,213,552 Net loss $ (100,436) Net loss attributable to Bristow Group Inc. $ (100,222) _____________________ (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) | 9 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | As of December 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 as of (in thousands): December 31, 2022 March 31, 2022 Aircraft $ 815,375 $ 802,913 Land and buildings 170,495 180,188 Other property and equipment 109,441 109,039 Property and equipment, at cost $ 1,095,311 $ 1,092,140 Less: accumulated depreciation (180,060) (149,532) Property and equipment, net $ 915,251 $ 942,608 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition [Abstract] | |
Schedule of Revenue | Total revenues for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Revenues from contracts with customers $ 896,777 $ 1,151,035 $ 1,139,638 Total other revenues 25,792 34,169 38,424 Total revenues $ 922,569 $ 1,185,204 $ 1,178,062 Revenues by Service Line. Operating revenues earned by service line for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Offshore energy services $ 590,761 $ 767,720 $ 788,024 Government services 217,028 272,859 252,131 Fixed wing services 79,952 85,372 73,751 Other services 10,139 13,112 25,118 Total operating revenues $ 897,880 $ 1,139,063 $ 1,139,024 Revenues from related parties for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Revenues from contracts with related parties $ 7,463 $ 8,303 $ 12,108 Other revenues from related parties 16,175 22,565 30,339 Total revenues from related parties $ 23,638 $ 30,868 $ 42,447 |
VARIABLE INTEREST ENTITIES AN_2
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table shows summarized financial information, in aggregate, for the Company’s VIEs and their subsidiaries (in thousands): December 31, 2022 March 31, 2022 Total assets $ 944,744 $ 933,478 Total liabilities (1) $ 4,025,440 $ 4,203,107 ____________________ |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Dec. 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): Nine Months Ended Twelve Months Ended Twelve Months Ended Revenues from contracts with customers $ 896,777 $ 1,151,035 $ 1,139,638 Total other revenues 25,792 34,169 38,424 Total revenues $ 922,569 $ 1,185,204 $ 1,178,062 Revenues by Service Line. Operating revenues earned by service line for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Offshore energy services $ 590,761 $ 767,720 $ 788,024 Government services 217,028 272,859 252,131 Fixed wing services 79,952 85,372 73,751 Other services 10,139 13,112 25,118 Total operating revenues $ 897,880 $ 1,139,063 $ 1,139,024 Revenues from related parties for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Revenues from contracts with related parties $ 7,463 $ 8,303 $ 12,108 Other revenues from related parties 16,175 22,565 30,339 Total revenues from related parties $ 23,638 $ 30,868 $ 42,447 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt as of December 31, 2022 and March 31, 2022 consisted of the following (in thousands): December 31, 2022 March 31, 2022 6.875% Senior Notes $ 392,763 $ 391,690 Lombard Debt 118,658 133,978 Total debt 511,421 525,668 Less current maturities of long-term debt (11,656) (12,759) Total long-term debt $ 499,765 $ 512,909 |
Schedule of long-term debt maturities | Prior to the Lombard debt refinancing (see Note 19), the Company’s scheduled principal long-term maturities as of December 31, 2022, which excludes unamortized discount of $7.0 million and unamortized deferred financing fees of $7.2 million, were as follows (in thousands): Total Due 2023 $ 73,812 2024 51,829 2025 — 2026 — 2027 — Thereafter 400,000 $ 525,641 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments on our Consolidated Balance Sheets as of December 31, 2022 and March 31, 2022 were as follows, presented on a gross basis (in thousands): December 31, 2022 March 31, 2022 Fair Value Asset Derivatives Fair Value Liability Derivatives Fair Value Asset Derivatives Fair Value Liability Derivatives Derivatives designated as hedging instruments: Foreign exchange forward contracts $ 1,590 $ (144) $ 1,178 $ (73) Total derivatives 1,590 (144) 1,178 (73) |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 9 Months Ended |
Dec. 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 December 31, 2022 LIABILITIES 6.875% Senior Notes (1) $ 392,763 $ — $ 366,629 $ — Lombard Debt (2) 118,658 — 120,358 — $ 511,421 $ — $ 486,987 $ — March 31, 2022 LIABILITIES 6.875% Senior Notes (1) $ 391,690 $ — $ 407,436 $ — Lombard Debt (2) 133,978 — 138,328 — $ 525,668 $ — $ 545,764 $ — _________________ (1) As of December 31, 2022 and March 31, 2022, the carrying values were net of unamortized deferred financing fees of $7.2 million and $8.3 million, respectively. (2) As of December 31, 2022 and March 31, 2022, the carrying values of unamortized discounts were $7.0 million and $13.1 million, respectively. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | Operating leases as of the periods reflected in the table below were as follows (in thousands): December 31, 2022 March 31, 2022 Operating lease right-of-use assets $ 240,977 $ 193,505 Current portion of operating lease liabilities 76,261 69,866 Operating lease liabilities 165,955 125,441 Total operating lease liabilities $ 242,216 $ 195,307 |
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): Nine Months Ended Twelve Months Ended Twelve Months Ended Cash paid for operating leases $ 69,669 $ 100,339 $ 112,590 ROU assets obtained in exchange for lease obligations $ 107,034 $ 34,185 $ 21,923 Weighted average remaining lease term 5 years 4 years 4 years Weighted average discount rate 6.09 % 6.13 % 6.23 % Rent expense for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Rent expense under all operating leases $ 74,378 $ 106,180 $ 120,309 Rent expense under operating leases for aircraft $ 57,976 $ 83,788 $ 97,919 |
Lessee, Operating Lease, Liability, Maturity | As of December 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 aircraft, are as follows (in thousands): Aircraft Other Total Twelve months ended December 31, 2023 $ 74,976 $ 12,790 $ 87,766 2024 59,656 9,202 68,858 2025 35,869 7,717 43,586 2026 21,230 6,125 27,355 2027 16,452 4,023 20,475 Thereafter 19,245 12,015 31,260 $ 227,428 $ 51,872 $ 279,300 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Dec. 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): December 31, 2022 March 31 Deferred tax assets: Foreign tax credits $ 30,142 $ 29,624 Net operating losses 155,532 167,502 Pension liability 5,383 3,720 Interest expense limitation 42,995 39,919 Accrued expenses not currently deductible 14,439 12,871 Lease liabilities 36,101 66,853 Other 10,771 16,740 Gross deferred tax assets 295,363 337,229 Valuation allowance (159,648) (173,132) Total deferred tax assets $ 135,715 $ 164,097 Deferred tax liabilities: Property and equipment $ (96,121) $ (96,734) Inventories (2,152) (762) Investment in foreign subsidiaries and unconsolidated affiliates (14,059) (15,588) Right-of-use lease asset (35,135) (67,433) Intangibles (14,440) (19,663) Other (3,308) (3,728) Total deferred tax liabilities $ (165,215) $ (203,908) Net deferred tax liabilities $ (29,500) $ (39,811) As of December 31, 2022, the Company had deferred tax assets of $19.1 million recorded in other assets on the consolidated balance sheets. |
Schedule of Components of Loss Before Benefit (Provision) for Income Taxes | The components of income (loss) before income taxes for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Domestic $ (7,692) $ (23,346) $ (14,314) Foreign 28,771 18,927 (42,326) Income (loss) before income taxes $ 21,079 $ (4,419) $ (56,640) |
Schedule of Provision (Benefit) for Income Taxes | The components of income tax expense (benefit) for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Current: Domestic $ 3,995 $ 5,971 $ 719 Foreign 8,821 7,068 14,387 $ 12,816 $ 13,039 $ 15,106 Deferred: Domestic $ (3,419) $ (5,945) $ (11,894) Foreign (1,903) 4,200 (3,567) $ (5,322) $ (1,745) $ (15,461) Income tax expense (benefit) $ 7,494 $ 11,294 $ (355) |
Reconciliation of Effective Income Tax Rate | The reconciliation of the U.S. Federal statutory tax rate to the effective income tax rate for the periods reflected in the table below is as follows: Nine Months Ended Twelve Months Ended Twelve Months Ended Statutory rate 21.0 % 21.0 % 21.0 % Net foreign tax on non-U.S. earnings 49.0 % (348.2) % (25.2) % Benefit of foreign tax deduction in the U.S. (5.0) % 25.2 % 2.3 % Foreign earnings indefinitely reinvested abroad (28.7) % 44.8 % 5.8 % Change in valuation allowance (12.9) % 16.7 % — % Foreign earnings that are currently taxed in the U.S. 5.9 % (40.5) % (5.6) % Bargain purchase gain — % — % 30.1 % Sales of subsidiaries — % 22.0 % — % Impairment of foreign investments — % 62.4 % (26.2) % Changes in tax reserves 0.9 % (3.8) % — % Impact of U.S. withholding tax 3.6 % (10.1) % (1.3) % Other, net 1.8 % (45.2) % (0.3) % Effective tax rate 35.6 % (255.7) % 0.6 % |
Summary of Open Tax Years and Unrecognized Tax Benefits | The following table summarizes the years open by jurisdiction as of December 31, 2022: Years Open U.S. 2019 to present U.K. 2021 to present Nigeria 2012 to present Trinidad 2010 to present Australia 2018 to present Norway 2019 to present Brazil 2018 to present The activity associated with unrecognized tax benefit for the periods reflected in the table below was follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Unrecognized tax benefits – beginning of period $ 3,942 $ 4,258 $ 4,252 Increases for tax positions taken in prior periods 200 147 30 Decreases for tax positions taken in prior periods (75) (420) — Decrease related to statute of limitation expirations — (43) (24) Unrecognized tax benefits – end of period $ 4,067 $ 3,942 $ 4,258 |
Summary of Operating Loss Carryforwards | The following table shows the expiration of such loss carryforwards (in thousands, except dates): December 31, 2022 Expiration Foreign tax credit carryforwards $30,142 2023-2031 Foreign net operating loss carryforwards $397,370 Indefinite State net operating loss carryforwards $408,321 Indefinite State net operating loss carryforwards $134,456 2023-2040 Section 163j interest expense $204,737 Indefinite |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Transactions | Restricted Stock. During the nine months ended December 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, 2022: 1,161,608 $ 27.77 Granted 495,640 $ 29.33 Vested/released (202,414) $ 26.14 Cancelled/forfeited (98,455) $ 25.00 Non-vested outstanding as of December 31, 2022 1,356,379 $ 28.78 |
Schedule of Stock Options Transactions | Stock Options. During the nine months ended December 31, 2022, the number of stock options transactions and the weighted average grant price of stock options were as follows: Number of Shares Weighted Average Grant Price Non-vested as of April 1, 2022: 424,951 $ 19.75 Exercised/Released (155) $ 22.89 Cancelled/Forfeited (12,173) $ 11.56 Expired (94) $ 30.16 Non-vested outstanding as of December 31, 2022 412,529 $ 19.99 Vested and exercisable 227,158 $ 25.02 |
DEFINED CONTRIBUTION AND PENS_2
DEFINED CONTRIBUTION AND PENSION PLANS (Tables) | 9 Months Ended |
Dec. 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 shows the activity associated with the projected benefit obligation and the fair value of plan assets in addition to the defined benefit retirement plans’ funded status (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Change in benefit obligation: Projected benefit obligation (PBO) at beginning of period $ 529,956 $ 578,918 $ 494,992 Service cost 663 732 743 Interest cost 8,987 9,757 9,449 Actuarial loss (gain) (107,835) (9,592) 41,343 Benefit payments and expenses (18,481) (23,418) (24,854) Effect of exchange rate changes (45,681) (26,441) 57,245 Projected benefit obligation (PBO) at end of period $ 367,609 $ 529,956 $ 578,918 Change in plan assets: Fair value of assets at beginning of period $ 511,786 $ 534,768 $ 477,137 Actual return on assets (113,510) 8,633 11,738 Employer contributions 11,725 16,234 16,778 Benefit payments and expenses (18,481) (23,418) (24,854) Effect of exchange rate changes (44,000) (24,431) 53,969 Fair value of assets at end of period $ 347,520 $ 511,786 $ 534,768 Reconciliation of funded status: Accumulated benefit obligation (ABO) $ 367,609 $ 529,956 $ 578,918 Projected benefit obligation (PBO) $ 367,609 $ 529,956 $ 578,918 Fair value of assets (347,520) (511,786) (534,768) Net recognized pension liability $ 20,089 $ 18,170 $ 44,150 Amounts recognized in accumulated other comprehensive loss $ 12,441 $ (5,962) $ 45,071 |
Schedule of Components of Net Periodic Pension Cost | Details of the components of net periodic pension cost (benefit) for the periods reflected in the table below were as follows (in thousands): Nine Months Ended Twelve Months Ended Twelve Months Ended Service cost for benefits earned during the period $ 663 $ 732 $ 743 Interest cost on pension benefit obligation 8,987 9,757 9,449 Expected return on assets (11,347) (12,290) (13,090) Net periodic pension cost (benefit) $ (1,697) $ (1,801) $ (2,898) |
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: Nine Months Ended Twelve Months Ended Twelve Months Ended Discount rate 2.70 % 2.00 % 2.30 % Expected long-term rate of return on assets 3.22 % 2.42 % 2.62 % Pension increase rate 3.40 % 3.00 % 2.60 % |
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 Target Allocation Actual Allocation Actual Allocation Asset Category 2022 2022 2022 2022 Equity securities 14.4 % 14.0 % 20.5 % 16.4 % Debt securities 19.0 % 19.0 % 29.8 % 19.8 % Property 6.7 % 6.7 % 6.8 % 5.8 % Other assets 59.9 % 60.3 % 42.9 % 58.0 % 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 December 31, 2022, which are valued at fair value (in thousands): Quoted Prices Significant Significant Balance as of December 31, 2022 Cash and cash equivalents $ 3,729 $ 9,623 $ — $ 13,352 Equity investments - U.K. 962 — — 962 Equity investments - non-U.K. 2,165 — — 2,165 Insurance linked securities — — 25,141 25,141 Liquid credit — 7,819 — 7,819 Alternative investments — 42,222 — 42,222 Diversified growth (absolute return) funds 722 — — 722 Government debt securities 481 102,007 — 102,488 Corporate debt securities 1,203 — — 1,203 Insurance policy — — 108,863 108,863 Total fair value investments $ 9,262 $ 161,671 $ 134,004 $ 304,937 Net asset value (1) — — — 42,583 Total investments $ 9,262 $ 161,671 $ 134,004 $ 347,520 ____________________ (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, 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 - U.K. 1,053 — — 1,053 Equity investments - non-U.K. 2,897 — — 2,897 Insurance Linked Securities — 27,386 — 27,386 Liquid credit — 98,130 — 98,130 Alternative investments — 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. |
Schedule of Estimated Future Benefit Payments | Estimated future benefit payments for each of the years ended December 31 is as follows (in thousands): Year Ended December 31, Payments 2023 $ 21,532 2024 22,013 2025 22,374 2026 22,855 2027 23,336 Thereafter 119,569 |
STOCKHOLDERS_ EQUITY AND ACCU_2
STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands): Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 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 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) Other comprehensive loss before reclassification (48,368) — (455) (48,823) Reclassified from accumulated other comprehensive income — (12,441) 657 (11,784) Net current period other comprehensive income (loss) (48,368) (12,441) 202 (60,607) Foreign exchange rate impact (2,625) 2,625 — — Balance as of December 31, 2022 $ (45,350) $ (40,090) $ 1,383 $ (84,057) __________________________ (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) | 9 Months Ended |
Dec. 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): Nine Months Ended Twelve Months Ended Twelve Months Ended March 31, 2021 (1) Income (loss): Net income (loss) attributable to Bristow Group Inc. $ 13,528 $ (15,791) $ (56,094) Less: Paid-in-Kind (“PIK”) dividends (1) — — (12,039) Plus: Deemed contribution from conversion of preferred stock (1) — — 144,986 Income (loss) available to common stockholders – basic 13,528 (15,791) 76,853 Plus: PIK dividends — — 12,039 Less: Changes in fair value of preferred stock derivative liability — — (15,416) Income (loss) available to common stockholders – diluted $ 13,528 $ (15,791) $ 73,476 Shares: Weighted average shares of common stock outstanding – basic 28,066 28,533 24,601 Effect of dilutive stock options and restricted stock 508 — 180 Preferred shares as converted basis — — 6,895 Weighted average shares of common stock outstanding – diluted (2) 28,574 28,533 31,676 Earnings (loss) per common share - basic $ 0.48 $ (0.55) $ 3.12 Earnings (loss) per common share - diluted $ 0.47 $ (0.55) $ 2.32 ___________________________ (1) See the Company’s Annual Report on Form 10-K, filed with the SEC on May 31, 2022 for further discussion on PIK dividends and conversion of Old Bristow stock during the twelve months ended March 31, 2021. |
SEGMENT AND GEOGRAPHIC AREA I_2
SEGMENT AND GEOGRAPHIC AREA INFORMATION (Tables) | 9 Months Ended |
Dec. 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: Nine Months Ended Twelve Months Ended Twelve Months Ended Customer A 19.4 % 20.3 % 19.0 % Customer B 9.0 % 11.1 % 10.0 % Customer C 6.0 % 6.3 % 6.0 % Total percentage of operating revenues 34.4 % 37.7 % 35.0 % |
Operating Performance and Total Assets 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): Nine Months Ended Twelve Months Ended Twelve Months Ended Region revenues from external customers: Europe $ 492,981 $ 662,421 $ 656,769 Americas 287,975 379,623 337,527 Asia Pacific 64,217 72,035 76,644 Africa 77,038 69,663 101,649 Other 358 1,462 5,473 Total region revenues $ 922,569 $ 1,185,204 $ 1,178,062 Consolidated operating income (loss): Europe $ 45,020 $ 62,082 $ 72,199 Americas 46,208 71,571 (24,204) Asia Pacific 2,809 (13,454) (1,047) Africa (986) (27,848) (19,892) Other (62,700) (92,515) (121,753) Gain (loss) on disposal of assets (480) 1,347 (8,199) Total consolidated operating income (loss) $ 29,871 $ 1,183 $ (102,896) December 31, 2022 March 31, 2022 Identifiable assets: Europe $ 1,012,291 $ 917,656 Americas 484,410 500,219 Asia Pacific 37,459 50,335 Africa 84,528 92,582 Other 193,313 263,487 Total identifiable assets $ 1,812,001 $ 1,824,279 Nine Months Ended Twelve Months Ended Twelve Months Ended U.K. $ 305,862 $ 406,089 $ 406,850 Norway 179,724 256,461 249,618 U.S. 149,171 196,693 176,907 Other 287,812 325,961 344,687 Total revenues $ 922,569 $ 1,185,204 $ 1,178,062 December 31, 2022 March 31, 2022 Long-lived assets: U.K. $ 649,711 $ 493,310 Norway 110,466 123,400 U.S. 292,335 357,322 Other 103,716 162,081 Total long-lived assets $ 1,156,228 $ 1,136,113 |
TRANSITION PERIOD COMPARATIVE_2
TRANSITION PERIOD COMPARATIVE DATA (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selective Interim Reporting Financial Information | The following table shows selected financial information for the transition period ended December 31, 2022 and the comparative period ended December 31, 2021 (the “Comparative Period”). The Comparative Period information is derived from the Company’s unaudited, condensed consolidated financial statements and filed with the SEC on Quarterly Report on Form 10-Q on February 4, 2022, and can be referred to for additional details. Nine Months Ended Nine Months Ended (Unaudited) Condensed income statement Total revenues $ 922,569 $ 897,804 Total costs and expenses 888,492 867,891 Loss on impairment (5,187) (24,835) Gain (loss) on disposal of assets (480) 1,388 Earnings (losses) from unconsolidated affiliates, net 1,461 (1,413) Operating income 29,871 5,053 Total other income (expense), net (8,792) (8,357) Income tax expense (7,494) (8,034) Net income attributable to noncontrolling interests (57) (141) Net income (loss) attributable to Bristow Group Inc. 13,528 (11,479) Earnings (loss) per common share: Basic $ 0.48 $ (0.40) Diluted $ 0.47 $ (0.40) Weighted average shares of common stock outstanding: Basic 28,066 28,634 Diluted 28,574 28,634 Condensed cash flows Net cash provided by (used in) operating activities $ (13,304) $ 118,277 Net cash used in investing activities (44,142) (9,528) Net cash used in financing activities (20,732) (59,592) Effect of exchange rate changes on cash, cash equivalents and restricted cash (24,153) (2,774) Net increase (decrease) in cash, cash equivalents and restricted cash (102,331) 46,383 Cash, cash equivalents and restricted cash at beginning of period 266,014 231,079 Cash, cash equivalents and restricted cash at end of period $ 163,683 $ 277,462 Condensed balance sheets Total assets $ 1,812,001 $ 1,864,789 Total liabilities $ 1,025,062 $ 1,020,477 Total stockholders’ equity $ 786,939 $ 844,312 |
BASIS OF PRESENTATION, AND SU_3
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance – beginning of period | $ 1,887 | $ 2,303 |
Additional allowances | 0 | 32 |
Write-offs and collections | (40) | (448) |
Balance – end of period | $ 1,847 | $ 1,887 |
BASIS OF PRESENTATION, AND SU_4
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Inventory Allowance (Details) - Inventory Valuation Reserve - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Inventory, Valuation Allowance [Roll Forward] | ||
Balance – beginning of period | $ 3,151 | $ 261 |
Additional allowances, net | 216 | 2,898 |
Write-offs of inventory disposed and scrapped | (551) | 0 |
Foreign currency effects | (280) | (8) |
Balance – end of period | $ 2,536 | $ 3,151 |
BASIS OF PRESENTATION, AND SU_5
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Life (Details) | 9 Months Ended |
Dec. 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% |
Aircraft | Maximum | |
Property, Plant and Equipment [Line Items] | |
Salvage value | 25% |
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% |
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 |
BASIS OF PRESENTATION, AND SU_6
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets by Type (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible assets - beginning balance | $ 151,321 | $ 155,681 |
Additions | 7,037 | 233 |
Write-offs | (5,187) | |
Translation | (6,020) | (4,593) |
Intangible assets - ending balance | 147,151 | 151,321 |
Accumulated amortization of intangible assets - beginning balance | (67,400) | (46,895) |
Amortization expense | (13,936) | (20,505) |
Accumulated amortization of intangible assets - ending balance | $ (81,336) | (67,400) |
Weighted average remaining contractual life, in years | 7 years 10 months 24 days | |
SAR customer contracts | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible assets - beginning balance | $ 59,240 | 61,248 |
Additions | 7,037 | 0 |
Write-offs | 0 | |
Translation | (3,406) | (2,008) |
Intangible assets - ending balance | 62,871 | 59,240 |
Accumulated amortization of intangible assets - beginning balance | (19,455) | (11,220) |
Amortization expense | (6,480) | (8,235) |
Accumulated amortization of intangible assets - ending balance | $ (25,935) | (19,455) |
Weighted average remaining contractual life, in years | 3 years 10 months 24 days | |
PBH | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible assets - beginning balance | $ 92,081 | 94,433 |
Additions | 0 | 233 |
Write-offs | (5,187) | |
Translation | (2,614) | (2,585) |
Intangible assets - ending balance | 84,280 | 92,081 |
Accumulated amortization of intangible assets - beginning balance | (47,945) | (35,675) |
Amortization expense | (7,456) | (12,270) |
Accumulated amortization of intangible assets - ending balance | $ (55,401) | $ (47,945) |
Weighted average remaining contractual life, in years | 13 years 2 months 12 days |
BASIS OF PRESENTATION, AND SU_7
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2023 | $ 19,081 |
2024 | 19,082 |
2025 | 17,272 |
2026 | 8,530 |
2027 | 242 |
Thereafter | 1,608 |
Future intangible assets amortization expense | 65,815 |
SAR customer contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 9,854 |
2024 | 9,854 |
2025 | 9,192 |
2026 | 8,036 |
2027 | 0 |
Thereafter | 0 |
Future intangible assets amortization expense | 36,936 |
PBH | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 9,227 |
2024 | 9,228 |
2025 | 8,080 |
2026 | 494 |
2027 | 242 |
Thereafter | 1,608 |
Future intangible assets amortization expense | $ 28,879 |
BASIS OF PRESENTATION, CONSOLID
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transactions (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Foreign currency transaction gains (losses) | $ 14.9 | $ 7.5 | $ 7 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Aug. 02, 2022 USD ($) customerContract | Jun. 11, 2020 USD ($) aircraft | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||
Number of directors | aircraft | 8 | ||||
Number of directors designated by Bristow | aircraft | 6 | ||||
Acquired aircraft, aggregate fair value | $ 179,900 | ||||
Gain on bargain purchase | $ 0 | $ 0 | $ 81,093 | ||
British International Helicopter Services Limited | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 12,700 | ||||
Intangible assets, net | $ 7,037 | ||||
Number of customer contracts acquired | customerContract | 2 | ||||
Era | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | 108,735 | ||||
Gain on bargain purchase | $ 81,100 | ||||
Former Bristow stockholders | Combined Company Common Stock | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 77% | ||||
Era Common Stockholders | Combined Company Common Stock | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 23% |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Fair Value of Assets and Liabilities (Details) - British International Helicopter Services Limited $ in Thousands | Aug. 02, 2022 USD ($) |
Assets acquired: | |
Cash and cash equivalents | $ 109 |
Accounts receivable | 2,197 |
Prepaid expenses and other current assets | 2,464 |
Inventories | 125 |
Property and equipment | 4,378 |
Intangible assets, net | 7,037 |
Total assets acquired | 16,310 |
Liabilities assumed: | |
Accounts payable | 1,530 |
Accrued wages, benefits and related taxes | 260 |
Other accrued liabilities | 1,010 |
Deferred taxes | 802 |
Total liabilities | 3,602 |
Net assets acquired | $ 12,708 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Acquisition Date Fair Value (Details) - Era $ in Thousands | Jun. 11, 2020 USD ($) |
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_3
BUSINESS COMBINATIONS - Schedule of Pro Forma Consolidated Financial Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | |
Era | |||
Business Acquisition [Line Items] | |||
Total revenues | $ 1,213,552 | ||
Net loss | (100,436) | ||
Net loss attributable to Bristow Group Inc. | $ (100,222) | ||
Lider | |||
Business Acquisition [Line Items] | |||
Impairment of investment in unconsolidated affiliates | $ 18,700 | $ 18,700 |
PROPERTY AND EQUIPMENT - Major
PROPERTY AND EQUIPMENT - Major Classes of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,095,311 | $ 1,092,140 |
Less: accumulated depreciation | (180,060) | (149,532) |
Property and equipment, net | 915,251 | 942,608 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 815,375 | 802,913 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 170,495 | 180,188 |
Other property and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 109,441 | $ 109,039 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) agreement | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 44,100 | $ 66,700 | $ 62,100 |
Number of agreements with maintenance service provider, entered into | agreement | 2 | ||
Buy-in payable | $ 55,000 | ||
Write-offs | $ 5,187 | ||
Impairment of equipment and inventory | $ 11,800 | $ 12,400 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss on impairment |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) contract | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Types of contracts | contract | 2 | ||
Performance obligation term | 30 days | ||
Revenue recognized | $ 6,556,000 | $ 7,325,000 | $ 3,451,000 |
Contract with customer, liability | 12,931,000 | 13,307,000 | |
Contract with customer, asset, after allowance for credit loss | $ 0 | 0 | |
Government services | |||
Disaggregation of Revenue [Line Items] | |||
Period of service | 10 years | ||
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligation term | 1 month | ||
Invoicing payment due period | 60 days | ||
Minimum | Offshore energy services | |||
Disaggregation of Revenue [Line Items] | |||
Period of service | 1 year | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligation term | 10 years | ||
Invoicing payment due period | 30 days | ||
Maximum | Offshore energy services | |||
Disaggregation of Revenue [Line Items] | |||
Period of service | 5 years | ||
Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Accounts receivable | $ 182,742,000 | $ 165,234,000 |
REVENUES - Schedule of Revenue
REVENUES - Schedule of Revenue from third party customers (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue Recognition [Abstract] | ||||
Revenues from contracts with customers | $ 896,777 | $ 1,151,035 | $ 1,139,638 | |
Total other revenues | 25,792 | 34,169 | 38,424 | |
Total revenues | $ 922,569 | $ 897,804 | $ 1,185,204 | $ 1,178,062 |
REVENUES - Schedule of Service
REVENUES - Schedule of Service Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 922,569 | $ 897,804 | $ 1,185,204 | $ 1,178,062 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 897,880 | 1,139,063 | 1,139,024 | |
Offshore energy services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 590,761 | 767,720 | 788,024 | |
Government services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 217,028 | 272,859 | 252,131 | |
Fixed wing services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 79,952 | 85,372 | 73,751 | |
Other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 10,139 | $ 13,112 | $ 25,118 |
REVENUES - Remaining Performanc
REVENUES - Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 36.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 22 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 14.7 |
Remaining performance obligation, expected timing | 1 year |
VARIABLE INTEREST ENTITIES AN_3
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Narrative (Details) | 9 Months Ended |
Dec. 31, 2022 affiliates | |
Variable Interest Entity [Line Items] | |
Number of variable interest entities | 7 |
BNAS | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 100% |
Bristow Aviation Holdings Limited | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 49% |
Bristow Helicopters Nigeria Ltd | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 48% |
Pan African Airlines Nigeria Ltd | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 50.17% |
Bristow Helicopters Limited | BNAS Holdings | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 49% |
Bristow Helicopters Limited | Bristow EU Holdco B.V. | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 49% |
European Union (“EU”) National | BNAS Holdings | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 51% |
European Union (“EU”) National | Bristow EU Holdco B.V. | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 51% |
Impigra Aviation Holdings Limited | Bristow Aviation Holdings Limited | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 51% |
Impigra Aviation Holdings Limited | Bristow Aviation Holdings Limited | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 51% |
YII 5668 Energy | Bristow Helicopters Nigeria Ltd | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 50% |
Nigerian Employees | YII 5668 Energy | |
Variable Interest Entity [Line Items] | |
Noncontrolling ownership percentage | 100% |
Employee Trust Fund | Bristow Helicopters Nigeria Ltd | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 2% |
British Employees | Impigra Aviation Holdings Limited | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 100% |
VARIABLE INTEREST ENTITIES AN_4
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Balance Sheets of VIEs (Details) - USD ($) $ in Thousands | 324 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||
Total assets | $ 1,812,001 | $ 1,824,279 | $ 1,864,789 |
Total liabilities | 1,025,062 | 988,911 | $ 1,020,477 |
Aggregated deferred interest payments | $ 3,200,000 | ||
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 | $ 944,744 | 933,478 | |
Total liabilities | $ 4,025,440 | $ 4,203,107 |
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 | 12 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | |
Cougar | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Voting interest | 25% | |||
Economic interest | 40% | |||
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% | |||
Cost method investment | $ 17,000 | $ 17,000 | ||
Lider | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Impairment of investment in unconsolidated affiliates | $ 18,700 | $ 18,700 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Cougar | |||
Related Party Transaction [Line Items] | |||
Lease fees paid to related party | $ 4.4 | $ 10 | $ 13.1 |
Accounts receivable, related parties | $ 0.8 | $ 1.8 | |
Cougar | |||
Related Party Transaction [Line Items] | |||
Voting interest | 25% | ||
Economic interest | 40% |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Revenue from VHI (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |||
Revenues from contracts with related parties | $ 7,463 | $ 8,303 | $ 12,108 |
Other revenues from related parties | 16,175 | 22,565 | 30,339 |
Total revenues from related parties | $ 23,638 | $ 30,868 | $ 42,447 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | Feb. 28, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 511,421 | $ 525,668 | |
Less current maturities of long-term debt | (11,656) | (12,759) | |
Total long-term debt | 499,765 | 512,909 | |
Senior Notes | 6.875% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 392,763 | 391,690 | |
Stated interest rate | 6.875% | 6.875% | |
Secured Debt | Lombard Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 118,658 | $ 133,978 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 11, 2016 USD ($) loan | Feb. 28, 2021 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Interest | $ 17,586,000 | $ 32,030,000 | $ 32,308,000 | ||
Repayments of debt | $ 484,700,000 | 8,560,000 | 19,213,000 | 618,140,000 | |
Loss on extinguishment of debt | 0 | 124,000 | 29,359,000 | ||
Unamortized debt issuance costs | 7,200,000 | 8,300,000 | |||
Long-term debt | $ 511,421,000 | 525,668,000 | |||
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 | ||||
Redemption price | 101% | ||||
Interest expense, debt | $ 13,800,000 | 28,000,000 | |||
Unamortized debt issuance costs | 7,200,000 | 8,300,000 | |||
Long-term debt | $ 392,763,000 | 391,690,000 | |||
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 | $ 8,600,000 | 13,100,000 | 12,800,000 | ||
Interest expense, debt | 3,800,000 | 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 | 118,658,000 | 133,978,000 | |||
Line of Credit | ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 85,000,000 | ||||
Maximum borrowing capacity increase | 120,000,000 | ||||
Long-term debt | 0 | 0 | |||
Letter of Credit | Line of Credit | ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 600,000 | $ 20,500,000 |
DEBT - Long-term Debt Maturitie
DEBT - Long-term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Debt Disclosure [Abstract] | ||
Unamortized discount | $ 7,000 | |
Unamortized debt issuance costs | 7,200 | $ 8,300 |
Maturities of Long-term Debt [Abstract] | ||
2023 | 73,812 | |
2024 | 51,829 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 400,000 | |
Long-term debt | $ 525,641 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - Cash Flow Hedging - Designated as Hedging Instrument - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, maturities | 21 months | |
Notional amount | $ 134,700 | $ 40,500 |
Cash flow hedge gains (losses) to be reclassified within next 12 months | $ 900 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Fair Value of Derivative Instrument (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset Derivatives | $ 1,590 | $ 1,178 |
Fair Value Liability Derivatives | (144) | (73) |
Foreign Exchange Forward | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset Derivatives | 1,590 | 1,178 |
Fair Value Liability Derivatives | $ (144) | $ (73) |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | Feb. 28, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Unamortized debt issuance costs | $ 7,200 | $ 8,300 | |
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 | $ 7,200 | 8,300 | |
Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Unamortized discount | 7,000 | 13,100 | |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 511,421 | 525,668 | |
Carrying Amount | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 392,763 | 391,690 | |
Carrying Amount | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 118,658 | 133,978 | |
Level 1 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 2 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 486,987 | 545,764 | |
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 | 366,629 | 407,436 | |
Level 2 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 120,358 | 138,328 | |
Level 3 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Dec. 31, 2022 USD ($) helicopter | Jul. 31, 2021 USD ($) |
Other Commitments [Line Items] | ||
Gain contingency | $ 9 | |
AW189 Heavy Helicopters | ||
Other Commitments [Line Items] | ||
Number of helicopters | helicopter | 2 | |
Additional helicopters | helicopter | 10 | |
AW139 Medium Helicopters | ||
Other Commitments [Line Items] | ||
Number of helicopters | helicopter | 6 | |
AW169 Light Twin Helicopters | ||
Other Commitments [Line Items] | ||
Number of helicopters | helicopter | 5 | |
Aircraft | ||
Other Commitments [Line Items] | ||
Purchase obligations | $ 204.3 | |
Deposits paid on options not yet exercised | 1.3 | |
Purchase commitment, available to cancel | 34.9 | |
Unrecorded unconditional purchase obligation balance sheet amount related to liquidated damage | $ 1.1 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Dec. 31, 2022 |
Aircraft | |
Lessee, Lease, Description [Line Items] | |
Term of contract (up to) | 180 months |
Renewal term | 60 months |
Minimum | Base | |
Lessee, Lease, Description [Line Items] | |
Term of contract (up to) | 1 year |
Maximum | Base | |
Lessee, Lease, Description [Line Items] | |
Term of contract (up to) | 56 years |
LEASES - Operating Leases (Deta
LEASES - Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 240,977 | $ 193,505 | |
Current portion of operating lease liabilities | 76,261 | 69,866 | |
Operating lease liabilities | 165,955 | 125,441 | |
Total operating lease liabilities | 242,216 | 195,307 | |
Cash paid for operating leases | 69,669 | 100,339 | $ 112,590 |
ROU assets obtained in exchange for lease obligations | $ 107,034 | $ 34,185 | $ 21,923 |
Weighted average remaining lease term | 5 years | 4 years | 4 years |
Weighted average discount rate | 6.09% | 6.13% | 6.23% |
LEASES - Rent Expense (Details)
LEASES - Rent Expense (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
All operating leases | |||
Lessee, Lease, Description [Line Items] | |||
Rent expense | $ 74,378 | $ 106,180 | $ 120,309 |
Aircraft | |||
Lessee, Lease, Description [Line Items] | |||
Rent expense | $ 57,976 | $ 83,788 | $ 97,919 |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturity Table (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leased Assets [Line Items] | |
2023 | $ 87,766 |
2024 | 68,858 |
2025 | 43,586 |
2026 | 27,355 |
2027 | 20,475 |
Thereafter | 31,260 |
Operating lease liability payments due | 279,300 |
Aircraft | |
Operating Leased Assets [Line Items] | |
2023 | 74,976 |
2024 | 59,656 |
2025 | 35,869 |
2026 | 21,230 |
2027 | 16,452 |
Thereafter | 19,245 |
Operating lease liability payments due | 227,428 |
Other | |
Operating Leased Assets [Line Items] | |
2023 | 12,790 |
2024 | 9,202 |
2025 | 7,717 |
2026 | 6,125 |
2027 | 4,023 |
Thereafter | 12,015 |
Operating lease liability payments due | $ 51,872 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Deferred tax assets: | ||
Foreign tax credits | $ 30,142 | $ 29,624 |
Net operating losses | 155,532 | 167,502 |
Pension liability | 5,383 | 3,720 |
Interest expense limitation | 42,995 | 39,919 |
Accrued expenses not currently deductible | 14,439 | 12,871 |
Lease liabilities | 36,101 | 66,853 |
Other | 10,771 | 16,740 |
Gross deferred tax assets | 295,363 | 337,229 |
Valuation allowance | (159,648) | (173,132) |
Total deferred tax assets | 135,715 | 164,097 |
Deferred tax liabilities: | ||
Property and equipment | (96,121) | (96,734) |
Inventories | (2,152) | (762) |
Investment in foreign subsidiaries and unconsolidated affiliates | (14,059) | (15,588) |
Right-of-use lease asset | (35,135) | (67,433) |
Intangibles | (14,440) | (19,663) |
Other | (3,308) | (3,728) |
Total deferred tax liabilities | (165,215) | (203,908) |
Net deferred tax liabilities | (29,500) | $ (39,811) |
Deferred tax assets, net | $ 19,100 |
INCOME TAXES - Schedule of Oper
INCOME TAXES - Schedule of Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Foreign tax credits | $ 30,142 | $ 29,624 |
Interest expense limitation | 42,995 | $ 39,919 |
Deferred Tax Asset, Expiration 2023-2031 | ||
Operating Loss Carryforwards [Line Items] | ||
Foreign tax credits | 30,142 | |
Deferred Tax Asset, Expiration, Indefinite | ||
Operating Loss Carryforwards [Line Items] | ||
Interest expense limitation | 204,737 | |
Foreign Tax Authority | Deferred Tax Asset, Expiration, Indefinite | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 397,370 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 542,800 | |
State and Local Jurisdiction | Deferred Tax Asset, Expiration, Indefinite | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 408,321 | |
State and Local Jurisdiction | Deferred Tax Asset, Expiration, 2023-2040 | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 134,456 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Tax Credit Carryforward [Line Items] | ||||
Foreign tax credits | $ 30,142 | $ 29,624 | ||
Valuation allowance | 159,648 | 173,132 | ||
Decrease in deferred tax asset valuation allowance | 300 | |||
Additional taxes | 4,400 | |||
Unrecognized tax benefits | 4,067 | 3,942 | $ 4,258 | $ 4,252 |
Unremitted earnings generated by foreign subsidiaries | 162,000 | |||
Valuation Allowance By Deferred Tax Asset, Foreign | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | 79,900 | 88,300 | ||
Valuation Allowance By Deferred Tax Asset, State | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | 31,600 | 39,900 | ||
Valuation Allowance By Deferred Tax Asset, Interest Expense Limitation | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | 17,700 | 15,300 | ||
Valuation Allowance By Deferred Tax Asset, Foreign Tax Credits | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | 29,400 | $ 29,600 | ||
Valuation Allowance By Deferred Tax Asset, Other | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | 1,000 | |||
Domestic Tax Authority | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating losses | 47,100 | |||
State and Local Jurisdiction | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating losses | 542,800 | |||
Foreign Tax Authority | ||||
Tax Credit Carryforward [Line Items] | ||||
Net Operating Losses, Recognized | 5,100 | |||
Foreign Tax Credit Carryforward Expiring 2023 | ||||
Tax Credit Carryforward [Line Items] | ||||
Foreign tax credits | 15,600 | |||
Foreign Tax Credit Carryforward Expiring 2024 | ||||
Tax Credit Carryforward [Line Items] | ||||
Foreign tax credits | 13,200 | |||
Foreign Tax Credit Carryforward Expiring After 2025 | ||||
Tax Credit Carryforward [Line Items] | ||||
Foreign tax credits | $ 1,300 |
INCOME TAXES - Components of Lo
INCOME TAXES - Components of Loss Before Benefit (Expense) for Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (7,692) | $ (23,346) | $ (14,314) |
Foreign | 28,771 | 18,927 | (42,326) |
Income (loss) before income taxes | $ 21,079 | $ (4,419) | $ (56,640) |
INCOME TAXES - Provision (Benef
INCOME TAXES - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Current: | ||||
Domestic | $ 3,995 | $ 5,971 | $ 719 | |
Foreign | 8,821 | 7,068 | 14,387 | |
Current income tax provision (benefit) | 12,816 | 13,039 | 15,106 | |
Deferred: | ||||
Domestic | (3,419) | (5,945) | (11,894) | |
Foreign | (1,903) | 4,200 | (3,567) | |
Deferred income tax provision (benefit) | (5,322) | (1,745) | (15,461) | |
Income tax expense (benefit) | $ 7,494 | $ 8,034 | $ 11,294 | $ (355) |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Effective Income Tax Rate (Details) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | 21% | 21% | 21% |
Net foreign tax on non-U.S. earnings | 49% | (348.20%) | (25.20%) |
Benefit of foreign tax deduction in the U.S. | (5.00%) | 25.20% | 2.30% |
Foreign earnings indefinitely reinvested abroad | (28.70%) | 44.80% | 5.80% |
Change in valuation allowance | (12.90%) | 16.70% | 0% |
Foreign earnings that are currently taxed in the U.S. | 5.90% | (40.50%) | (5.60%) |
Bargain purchase gain | 0% | 0% | 30.10% |
Sales of subsidiaries | 0% | 22% | 0% |
Impairment of foreign investments | 0% | 62.40% | (26.20%) |
Changes in tax reserves | 0.90% | (3.80%) | 0% |
Impact of U.S. withholding tax | 3.60% | (10.10%) | (1.30%) |
Other, net | 1.80% | (45.20%) | (0.30%) |
Effective income tax rate | 35.60% | (255.70%) | 0.60% |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | 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 | $ 3,942 | $ 4,258 | $ 4,252 |
Increases for tax positions taken in prior periods | 200 | 147 | 30 |
Decreases for tax positions taken in prior periods | (75) | (420) | 0 |
Decrease related to statute of limitation expirations | 0 | (43) | (24) |
Unrecognized tax benefits – end of period | $ 4,067 | $ 3,942 | $ 4,258 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Aug. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 1,000 | |
Stock options, weighted average remaining contractual term, non vested | 8 months 12 days | |
Weighted average exercise price, vested and exercisable stock options (in dollars per share) | $ 26.52 | |
Intrinsic value | $ 1,700 | |
Low | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, weighted average remaining contractual term, vested and exercisable | 6 years 7 months 6 days | |
High | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, weighted average remaining contractual term, vested and exercisable | 5 years 10 months 24 days | |
Restricted stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 18,500 | |
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 | |
LTIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 830,383 | |
Common Stock | LTIP | ||
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 | 9 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 1,161,608 |
Granted (in shares) | shares | 495,640 |
Vested/release (in shares) | shares | (202,414) |
Cancelled/forfeited (in shares) | shares | (98,455) |
Ending balance (in shares) | shares | 1,356,379 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 27.77 |
Granted (in dollars per share) | $ / shares | 29.33 |
Vested/released (in dollars per share) | $ / shares | 26.14 |
Cancelled/forfeited (in dollars per share) | $ / shares | 25 |
Ending balance (in dollars per share) | $ / shares | $ 28.78 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) | 9 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 424,951 |
Exercised/Released (in shares) | shares | (155) |
Cancelled/Forfeited (in shares) | shares | (12,173) |
Expired (in shares) | shares | (94) |
Ending balance (in shares) | shares | 412,529 |
Vested and exercisable (in shares) | shares | 227,158 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 19.75 |
Exercised/Released (in dollars per share) | $ / shares | 22.89 |
Forfeited/expired (in dollars per share) | $ / shares | 11.56 |
Expired (in dollars per share) | $ / shares | 30.16 |
Ending balance (in dollars per share) | $ / shares | 19.99 |
Vested and exercisable (in dollars per share) | $ / shares | $ 25.02 |
DEFINED CONTRIBUTION AND PENS_3
DEFINED CONTRIBUTION AND PENSION PLANS - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Match, percent of employee's compensation | 3% | ||
Contribution, percent of employee compensation | 3% | ||
Contributions to defined contribution plans | $ 15.7 | $ 21.4 | $ 21.9 |
Defined benefit plan, assumptions, term of salaries average | 3 years | ||
Defined benefit plan, assumptions, average salaries annual increase | 5% |
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 | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Change in benefit obligation: | |||
Projected benefit obligation (PBO) at beginning of period | $ 529,956 | $ 578,918 | $ 494,992 |
Service cost | 663 | 732 | 743 |
Interest cost | 8,987 | 9,757 | 9,449 |
Actuarial loss (gain) | (107,835) | (9,592) | 41,343 |
Benefit payments and expenses | (18,481) | (23,418) | (24,854) |
Effect of exchange rate changes | (45,681) | (26,441) | 57,245 |
Projected benefit obligation (PBO) at end of period | 367,609 | 529,956 | 578,918 |
Change in plan assets: | |||
Fair value of assets at beginning of period | 511,786 | 534,768 | 477,137 |
Actual return on assets | (113,510) | 8,633 | 11,738 |
Employer contributions | 11,725 | 16,234 | 16,778 |
Benefit payments and expenses | (18,481) | (23,418) | (24,854) |
Effect of exchange rate changes | (44,000) | (24,431) | 53,969 |
Fair value of assets at end of period | 347,520 | 511,786 | 534,768 |
Reconciliation of funded status: | |||
Accumulated benefit obligation (ABO) | 367,609 | 529,956 | 578,918 |
Projected benefit obligation (PBO) | 367,609 | 529,956 | 578,918 |
Fair value of assets | (347,520) | (511,786) | (534,768) |
Net recognized pension liability | 20,089 | 18,170 | 44,150 |
Amounts recognized in accumulated other comprehensive loss | $ 12,441 | $ (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 | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Service cost for benefits earned during the period | $ 663 | $ 732 | $ 743 |
Interest cost on pension benefit obligation | 8,987 | 9,757 | 9,449 |
Expected return on assets | (11,347) | (12,290) | (13,090) |
Net periodic pension cost (benefit) | $ (1,697) | $ (1,801) | $ (2,898) |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total costs and expenses | Total costs and expenses | Total costs and expenses |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Total costs and expenses | Total costs and expenses | Total costs and expenses |
DEFINED CONTRIBUTION AND PENS_6
DEFINED CONTRIBUTION AND PENSION PLANS - Actuarial Assumptions (Details) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Discount rate | 2.70% | 2% | 2.30% |
Expected long-term rate of return on assets | 3.22% | 2.42% | 2.62% |
Pension increase rate | 3.40% | 3% | 2.60% |
DEFINED CONTRIBUTION AND PENS_7
DEFINED CONTRIBUTION AND PENSION PLANS - Actuarial Assumptions (Details) | Dec. 31, 2022 | Mar. 31, 2022 |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 100% | 100% |
Actual allocation | 100% | 100% |
Equity securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 14.40% | 14% |
Actual allocation | 20.50% | 16.40% |
Debt securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 19% | 19% |
Actual allocation | 29.80% | 19.80% |
Property | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 6.70% | 6.70% |
Actual allocation | 6.80% | 5.80% |
Other assets | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 59.90% | 60.30% |
Actual allocation | 42.90% | 58% |
DEFINED CONTRIBUTION AND PENS_8
DEFINED CONTRIBUTION AND PENSION PLANS - Allocation of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | $ 347,520 | $ 511,786 | $ 534,768 | $ 477,137 |
Fair Value, Inputs, Level 1, 2 and 3 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 304,937 | 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 | 13,352 | 22,252 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Equity investments - U.K. | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 962 | 1,053 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Equity investments - non-U.K. | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 2,165 | 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 | 25,141 | 27,386 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Liquid credit | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 7,819 | 98,130 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Alternative investments | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 42,222 | 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 | 722 | 790 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Government debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 102,488 | 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 | 1,203 | 1,712 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Insurance policy | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 108,863 | 154,345 | ||
Level 1 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 9,262 | 10,043 | ||
Level 1 | Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 3,729 | 3,591 | ||
Level 1 | Equity investments - U.K. | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 962 | 1,053 | ||
Level 1 | Equity investments - non-U.K. | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 2,165 | 2,897 | ||
Level 1 | Insurance linked securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 1 | Liquid credit | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 1 | Alternative investments | ||||
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 | 722 | 790 | ||
Level 1 | Government debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 481 | 0 | ||
Level 1 | Corporate debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 1,203 | 1,712 | ||
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 | 161,671 | 295,135 | ||
Level 2 | Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 9,623 | 18,661 | ||
Level 2 | Equity investments - U.K. | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 2 | Equity investments - non-U.K. | ||||
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 | 0 | 27,386 | ||
Level 2 | Liquid credit | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 7,819 | 98,130 | ||
Level 2 | Alternative investments | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 42,222 | 51,801 | ||
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 | 102,007 | 99,157 | ||
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 | 134,004 | 154,345 | ||
Level 3 | Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Equity investments - U.K. | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Equity investments - non-U.K. | ||||
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 | 25,141 | 0 | ||
Level 3 | Liquid credit | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Alternative investments | ||||
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 | 108,863 | 154,345 | ||
Net asset value | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | $ 42,583 | $ 52,263 |
DEFINED CONTRIBUTION AND PENS_9
DEFINED CONTRIBUTION AND PENSION PLANS - Estimated Future Benefit Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Payments | |
2023 | $ 21,532 |
2024 | 22,013 |
2025 | 22,374 |
2026 | 22,855 |
2027 | 23,336 |
Thereafter | $ 119,569 |
STOCKHOLDERS_ EQUITY AND ACCU_3
STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2022 | Aug. 31, 2022 | Sep. 30, 2020 | |
Equity [Abstract] | ||||
Stock repurchase program, authorized amount | $ 40,000,000 | $ 75,000,000 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 40,000,000 | $ 15,000,000 | ||
Stock repurchased (in shares) | 425,938 | 1,480,804 | ||
Stock repurchased during period | $ 10,000,000 | $ 40,000,000 | ||
Stock repurchased during period (in dollars per share) | $ 23.48 | $ 27.02 |
STOCKHOLDERS_ EQUITY AND ACCU_4
STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Beginning balance | $ 835,368 | $ 897,071 | $ 897,071 | $ 426,216 |
Net current period other comprehensive income (loss) | (60,607) | (16,535) | 1,726 | |
Foreign exchange rate impact | (48,368) | (25,274) | 49,803 | |
Ending balance | 786,939 | 844,312 | 835,368 | 897,071 |
Currency Translation Adjustments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Beginning balance | 5,643 | 32,646 | 32,646 | (16,440) |
Other comprehensive income (loss) before reclassification | (48,368) | 49,803 | (25,274) | |
Reclassified from accumulated other comprehensive income | 0 | 0 | 0 | |
Net current period other comprehensive income (loss) | (48,368) | 49,803 | (25,274) | |
Foreign exchange rate impact | (2,625) | (717) | (1,729) | |
Ending balance | (45,350) | 5,643 | 32,646 | |
Pension Liability Adjustments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Beginning balance | (30,274) | (37,965) | (37,965) | 6,389 |
Other comprehensive income (loss) before reclassification | 0 | 0 | 0 | |
Reclassified from accumulated other comprehensive income | (12,441) | (45,071) | 5,962 | |
Net current period other comprehensive income (loss) | (12,441) | (45,071) | 5,962 | |
Foreign exchange rate impact | 2,625 | 717 | 1,729 | |
Ending balance | (40,090) | (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 | 1,181 | (1,596) | (1,596) | 1,410 |
Other comprehensive income (loss) before reclassification | (455) | (4,677) | 0 | |
Reclassified from accumulated other comprehensive income | 657 | 1,671 | 2,777 | |
Net current period other comprehensive income (loss) | 202 | (3,006) | 2,777 | |
Ending balance | 1,383 | 1,181 | (1,596) | |
Total | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Beginning balance | (23,450) | (6,915) | (6,915) | (8,641) |
Other comprehensive income (loss) before reclassification | (48,823) | 45,126 | (25,274) | |
Reclassified from accumulated other comprehensive income | (11,784) | (43,400) | 8,739 | |
Net current period other comprehensive income (loss) | (60,607) | $ 1,726 | (16,535) | 1,726 |
Ending balance | $ (84,057) | $ (23,450) | $ (6,915) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||||
Income (loss): | ||||||||
Net income (loss) attributable to Bristow Group Inc. | $ 13,528 | $ (11,479) | $ (15,791) | $ (56,094) | ||||
Less: PIK dividends | 0 | 0 | (12,039) | |||||
Plus: Deemed contribution from conversion of preferred stock | 0 | 0 | 144,986 | |||||
Income (loss) available to common stockholders – basic | 13,528 | (15,791) | 76,853 | |||||
Plus: PIK dividends | 0 | 0 | 12,039 | |||||
Less: Changes in fair value of preferred stock derivative liability | 0 | 0 | (15,416) | |||||
Income (loss) available to common stockholders – diluted | $ 13,528 | $ (15,791) | $ 73,476 | |||||
Shares: | ||||||||
Basic (in shares) | 28,066,000 | [1] | 28,634,000 | 28,533,000 | [1] | 24,601,000 | [1] | |
Effect of dilutive stock options and restricted stock (in shares) | 508,000 | 0 | 180,000 | |||||
Preferred shares as converted basis (in shares) | 0 | 0 | 6,895,000 | |||||
Weighted average number of common shares outstanding – diluted (in shares) | 28,574,000 | 28,634,000 | 28,533,000 | [1] | 31,676,000 | [1] | ||
Basic (in dollars per share) | $ 0.48 | [1] | $ (0.40) | $ (0.55) | [1] | $ 3.12 | [1] | |
Diluted (in dollars per share) | $ 0.47 | [1] | $ (0.40) | $ (0.55) | [1] | $ 2.32 | [1] | |
Outstanding shares (in shares) | 1,276,783 | 1,573,745 | 135,882 | |||||
[1]See Note 16 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) | 9 Months Ended |
Dec. 31, 2022 segment region | |
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 | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Top 3 Customers | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 34.40% | 37.70% | 35% |
Customer A | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 19.40% | 20.30% | 19% |
Customer B | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 9% | 11.10% | 10% |
Customer C | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 6% | 6.30% | 6% |
SEGMENT AND GEOGRAPHIC AREA I_5
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Revenue by Segment (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues by region | $ 922,569 | $ 897,804 | $ 1,185,204 | $ 1,178,062 |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by region | 358 | 1,462 | 5,473 | |
Europe | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by region | 492,981 | 662,421 | 656,769 | |
Americas | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by region | 287,975 | 379,623 | 337,527 | |
Asia Pacific | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by region | 64,217 | 72,035 | 76,644 | |
Africa | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues by region | $ 77,038 | $ 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 | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Gain (loss) on disposal of assets | $ (480) | $ 1,388 | $ 1,347 | $ (8,199) |
Operating income (loss) | 29,871 | 5,053 | 1,183 | (102,896) |
Assets | 1,812,001 | $ 1,864,789 | 1,824,279 | |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (62,700) | (92,515) | (121,753) | |
Assets | 193,313 | 263,487 | ||
Europe | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 45,020 | 62,082 | 72,199 | |
Assets | 1,012,291 | 917,656 | ||
Americas | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 46,208 | 71,571 | (24,204) | |
Assets | 484,410 | 500,219 | ||
Asia Pacific | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 2,809 | (13,454) | (1,047) | |
Assets | 37,459 | 50,335 | ||
Africa | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (986) | (27,848) | $ (19,892) | |
Assets | $ 84,528 | $ 92,582 |
SEGMENT AND GEOGRAPHIC AREA I_7
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Revenues and Long-Lived Assets by Geographic Location (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 922,569 | $ 897,804 | $ 1,185,204 | $ 1,178,062 |
Total long-lived assets | 1,156,228 | 1,136,113 | ||
U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 305,862 | 406,089 | 406,850 | |
Total long-lived assets | 649,711 | 493,310 | ||
Norway | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 179,724 | 256,461 | 249,618 | |
Total long-lived assets | 110,466 | 123,400 | ||
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 149,171 | 196,693 | 176,907 | |
Total long-lived assets | 292,335 | 357,322 | ||
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 287,812 | 325,961 | $ 344,687 | |
Total long-lived assets | $ 103,716 | $ 162,081 |
TRANSITION PERIOD COMPARATIVE_3
TRANSITION PERIOD COMPARATIVE DATA - Schedule of Selected Interim Reporting Financial Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | ||||
Condensed income statement | ||||||||
Total revenues | $ 922,569 | $ 897,804 | $ 1,185,204 | $ 1,178,062 | ||||
Total costs and expenses | 888,492 | 867,891 | 1,158,795 | 1,181,925 | ||||
Loss on impairment | (5,187) | (24,835) | (24,835) | (91,260) | ||||
Gain (loss) on disposal of assets | (480) | 1,388 | 1,347 | (8,199) | ||||
Earnings (losses) from unconsolidated affiliates, net | 1,461 | (1,413) | (1,738) | 426 | ||||
Operating income (loss) | 29,871 | 5,053 | 1,183 | (102,896) | ||||
Total other income (expense), net | (8,792) | (8,357) | (5,602) | 46,256 | ||||
Income tax expense | (7,494) | (8,034) | (11,294) | 355 | ||||
Net loss (income) attributable to noncontrolling interests | (57) | (141) | (78) | 191 | ||||
Net income (loss) attributable to Bristow Group Inc. | $ 13,528 | $ (11,479) | $ (15,791) | $ (56,094) | ||||
Earnings (loss) per common share: | ||||||||
Basic (in dollars per share) | $ 0.48 | [1] | $ (0.40) | $ (0.55) | [1] | $ 3.12 | [1] | |
Diluted (in dollars per share) | $ 0.47 | [1] | $ (0.40) | $ (0.55) | [1] | $ 2.32 | [1] | |
Weighted average shares of common stock outstanding: | ||||||||
Basic (in shares) | 28,066 | [1] | 28,634 | 28,533 | [1] | 24,601 | [1] | |
Diluted (in shares) | 28,574 | 28,634 | 28,533 | [1] | 31,676 | [1] | ||
Condensed cash flows | ||||||||
Net cash provided by (used in) operating activities | $ (13,304) | $ 118,277 | $ 123,854 | $ 96,845 | ||||
Net cash used in investing activities | (44,142) | (9,528) | (17,370) | 173,274 | ||||
Net cash used in financing activities | (20,732) | (59,592) | (63,483) | (245,617) | ||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (24,153) | (2,774) | (8,066) | 7,456 | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (102,331) | 46,383 | 34,935 | 31,958 | ||||
Cash, cash equivalents and restricted cash at beginning of period | 266,014 | 231,079 | 231,079 | 199,121 | ||||
Cash, cash equivalents and restricted cash at end of period | 163,683 | 277,462 | 266,014 | 231,079 | ||||
Condensed balance sheets | ||||||||
Total assets | 1,812,001 | 1,864,789 | 1,824,279 | |||||
Total liabilities | 1,025,062 | 1,020,477 | 988,911 | |||||
Total stockholders’ equity | $ 786,939 | $ 844,312 | $ 835,368 | $ 897,071 | $ 426,216 | |||
[1]See Note 16 to the consolidated financial statements for details on income (loss) per share and weighted average common shares outstanding. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - Line of Credit - Foreign Line of Credit £ in Millions | 1 Months Ended |
Jan. 31, 2023 GBP (£) debt_instrument aircraft | |
Subsequent Event [Line Items] | |
Number of credit facilities | debt_instrument | 2 |
Debt instrument term | 13 years |
Maximum borrowing capacity | £ 145 |
Proceeds from lines of credit | £ 138 |
Secured number of helicopters | aircraft | 10 |
Sterling Overnight Index Average | |
Subsequent Event [Line Items] | |
Stated interest rate | 2.75% |