Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME

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STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME
 6 Months Ended
Sep. 30, 2021
Equity [Abstract]  
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME
Share Repurchases.
On September 16, 2020, the Board authorized a stock repurchase plan providing for the repurchase of up to $75.0 million of the Company's common stock. Repurchases under the program may be made in the open market, including pursuant to a Rule 10b5-1 plan, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice.
During the three months ended September 30, 2021, the Company repurchased 547,596 shares of common stock in open market transactions for gross consideration of $14.9 million, at an average cost per share of $27.24. During the six months ended September 30, 2021, the Company repurchased 1,480,804 shares of common stock for gross consideration of $40.0 million, which is an average cost per share of $27.02. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program.
Earnings per Share
Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share excludes options to purchase common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):
Three Months Ended September 30, Six Months Ended September 30,
  2021 2020 2021 2020
Income (loss):
Net income (loss) attributable to Bristow Group Inc.
 $ 2,775  $ (27,861) $ (11,422) $ 43,616 
Less: PIK dividends (1)
—  —  —  (12,039)
Plus: Deemed contribution from conversion of preferred stock
 —  —  —  144,986 
Income (loss) available to common stockholders – basic $ 2,775  $ (27,861) $ (11,422) $ 176,563 
Add: PIK dividends —  —  —  12,039 
Less: Changes in fair value of preferred stock derivative liability —  —  —  (15,416)
Income (loss) available to common stockholders – diluted $ 2,775  $ (27,861) $ (11,422) $ 173,186 
Shares:
Weighted average number of common shares outstanding – basic
 28,233,527  29,357,959  28,844,633  20,230,285 
Net effect of dilutive preferred stock —  —  —  13,801,372 
Effect of dilutive stock options and restricted stock 451,133  —  —  — 
Weighted average number of common shares outstanding – diluted(2)
28,684,660  29,357,959  28,844,633  34,031,657 
Earnings (losses) per common share - basic $ 0.10  $ (0.95) $ (0.40) $ 8.73 
Earnings (losses) per common share - diluted $ 0.10  $ (0.95) $ (0.40) $ 5.09 
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(1)See Note 6 and discussion below for further details on PIK dividends and changes in fair value of preferred stock derivative liability.
(2)Excludes weighted average common shares of 1,143,686 and 1,280,592 for the three months ended September 30, 2021 and 2020, respectively, and 1,656,651 and 1,267,315 for the six months ended September 30, 2021 and 2020, for certain share awards as the effect of their inclusion would have been antidilutive.
Stockholders’ Investment, Old Bristow Common Stock and Old Bristow Preferred Stock
In connection with the Merger, the Old Bristow preferred stock was converted into Old Bristow common stock, and then all Old Bristow common stock was subsequently converted into the Company’s common stock.
As Old Bristow’s preferred stock could be redeemed in certain circumstances outside of the sole control of Old Bristow (including at the option of the holder), but was not mandatorily redeemable, the Old Bristow preferred stock was classified as mezzanine equity and initially recognized at fair value of $618.9 million as of its Emergence from Voluntary Reorganization under Chapter 11, the “Effective Date”. This amount was reduced by the fair value of the bifurcated derivative liability of $470.3 million as of the Effective Date, resulting in an initial value of $148.6 million. The difference between (a) the carrying value of the embedded derivative of $270.8 million plus the carrying value of the Preferred Stock Host of $148.6 million and (b) the fair value of the Old Bristow Common Stock of $270.7 million paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings, because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock host and embedded derivative.
Prior to the Merger, there were 11,092,845 shares of Old Bristow Common Stock and 6,725,798 shares of Old Bristow Preferred Stock issued and outstanding. Old Bristow repurchased certain shares of Old Bristow Common Stock and shares of Old Bristow Preferred Stock immediately prior to the conversion of the Old Bristow Preferred Stock into Old Bristow Common Stock. The repurchase was accounted for in the same manner as the share conversion and included in the calculation described
above. The Old Bristow Preferred Stock was converted into Old Bristow Common Stock at a rate of 5.179562 shares of Old Bristow Common Stock for each share of Old Bristow Preferred Stock.
The Old Bristow Common Stock was then subsequently exchanged for the Combined Company Common Stock, resulting in a total of 24,195,693 shares of Combined Company Common Stock issued to Old Bristow stockholders. This resulted in a total of 30,882,471 shares of Combined Company Common Stock issued and outstanding immediately after consummation of the Merger.
Accumulated Other Comprehensive Income (Loss)
The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands):
  Currency Translation Adjustments
Pension Liability Adjustments (1)
Unrealized gain (loss) on cash flow hedges (2)
Total
Balance as of March 31, 2021 $ 32,646  $ (37,965) $ (1,596) $ (6,915)
Other comprehensive income (loss) before reclassification
 (13,537) —  2,551  (10,986)
Net current period other comprehensive income (loss)
 (13,537) —  2,551  (10,986)
Foreign exchange rate impact
 (873) 873  —  — 
Balance as of September 30, 2021 $ 18,236  $ (37,092) $ 955  $ (17,901)
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(1)Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.
(2)Reclassification of amounts related to cash flow hedges were included as direct costs.