Annual report pursuant to Section 13 and 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
 12 Months Ended
Mar. 31, 2021
Equity [Abstract]  
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME
Stockholders’ Investment, Common Stock and Preferred Stock
As of March 31, 2021 (Successor), there were 29,694,071 shares of Combined Company Common Stock outstanding.
In connection with the Merger, the Old Bristow Preferred Stock was converted into Old Bristow Common Stock and then all Old Bristow Common Stock was converted into the Combined Company Common Stock.
Because the Old Bristow Preferred Stock could be redeemed in certain circumstances outside of the sole control of Old Bristow (including at the option of the holder), but was not mandatorily redeemable, the Old Bristow Preferred Stock was classified as mezzanine equity and initially recognized at fair value of $618.9 million as of October 31, 2019 (Successor). This amount was reduced by the fair value of the bifurcated derivative liability as of October 31, 2019 (Successor) of $470.3 million, resulting in an initial value of $148.6 million. The difference between (a) the carrying value of the embedded derivative of $270.8 million plus the carrying value of the Preferred Stock Host of $148.6 million and (b) the fair value of the Old Bristow Common Stock of $270.7 million paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock Host and embedded derivative.
Prior to the Merger, there were 11,092,845 shares of Old Bristow Common Stock and 6,725,798 shares of Old Bristow Preferred Stock issued and outstanding. As described in Note 7 to the consolidated financial statements, Old Bristow repurchased certain shares of Old Bristow Common Stock and shares of Old Bristow Preferred Stock immediately prior to the conversion of the Old Bristow Preferred Stock into Old Bristow Common Stock. The repurchase was accounted for in the same manner as the share conversion and included in the calculation described above. The Old Bristow Preferred Stock was converted into Old Bristow Common Stock at a rate of 5.179562 shares of Old Bristow Common Stock for each share of Old Bristow Preferred Stock.
The Old Bristow Common Stock was then subsequently exchanged for the Combined Company Common Stock, resulting in a total of 24,195,693 shares of Combined Company Common Stock issued to legacy Old Bristow stockholders. This resulted in a total of 30,882,471 shares of Combined Company Common Stock issued and outstanding immediately after consummation of the Merger. Upon the closing of the Merger, 217,899 shares of restricted stock awards and 145,263 stock options to purchase common stock for certain employees, related to Old Bristow employees, were canceled as a result of separation from the Combined Company. Upon the closing of the Merger, vesting of 145,604 shares of restricted stock awards, related to the Combined Company’s employees were also accelerated.
Share Repurchases
On September 16, 2020, the Board authorized a stock repurchase plan providing for the repurchase of up to $75.0 million of the Company's common stock. Repurchases under the program may be made in the open market, including pursuant to a Rule 10b5-1 plan, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice.
During the fiscal year ended March 31, 2021, the Company repurchased 448,252 shares of common stock in open market transactions for gross consideration of $10.0 million, equal to an average purchase price per share of $22.29. After these repurchases, as of March 31, 2021, $65.0 million of the original $75.0 million authorized under share repurchase program remained.
Earnings per Share
Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share excludes options to purchase common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):

Fiscal Year Ended
March 31, 2021		 Five Months Ended
March 31, 2020		 Seven Months Ended
October 31, 2019		 Fiscal Year Ended
March 31, 2019
Successor Predecessor
Income (loss):
Net income (loss) attributable to Bristow Group Inc.
 $ (56,094) $ 139,228  $ (836,414) $ (336,847)
Less: PIK dividends (1)
(12,039) (25,788) —  — 
Plus: Deemed contribution from conversion of preferred stock 144,986  —  —  — 
Income available to common stockholders – basic
 76,853  113,440  (836,414) (336,847)
Add: PIK dividends 12,039  25,788  —  — 
Less: Changes in fair value of preferred stock derivative liability (15,416) (184,140) —  — 
Income available to common stockholders – diluted
 $ 73,476  $ (44,912) $ (836,414) $ (336,847)
Shares:
Weighted average number of common shares outstanding – basic(2)
24,601,168  5,641,320  35,918,916  35,740,933 
Effect of dilutive stock options and restricted stock 179,900  —  —  — 
Preferred shares as converted basis(2)
6,894,870  24,164,661  —  — 
Weighted average number of common shares outstanding – diluted (3)(4)
31,675,938  29,805,981  35,918,916  35,740,933 
Earnings (loss) per common share - basic $ 3.12  $ 20.11  $ (23.29) $ (9.42)
Earnings (loss) per common share - diluted $ 2.32  $ (1.51) $ (23.29) $ (9.42)
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(1)See Note 7 for further discussion on PIK dividends.
(2)For the five months ended March 31, 2020 the weighted average number of common shares outstanding, basic and diluted, take into account the conversion ratio applied to Old Bristow shares upon close of the Merger.
(3)Excludes weighted average common shares of 135,882 for the fiscal year ended March 31, 2021 (Successor), 3,175,849 for the seven months ended October 31, 2019 (Predecessor) and 2,490,483 fiscal year ended March 31, 2019, respectively, for certain share awards as the effect of their inclusion would have been antidilutive. The Old Bristow Preferred Stock is not included on an if-converted basis under diluted earnings per common share as the conversion of the shares would have been anti-dilutive.
(4)Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Old Bristow’s 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the 2019 periods reflected, because to do so would have been anti-dilutive.
Accumulated Other Comprehensive Income (Loss)
The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands):
Successor
  Currency Translation Adjustments
Pension Liability Adjustments (1)
Unrealized gain (loss) on cash flow hedges (2)
Total
Balance as of March 31, 2019 (Predecessor) (137,867) (189,734) (388) (327,989)
Other comprehensive income (loss) before reclassification 23,004  —  (1,828) 21,176 
Reclassified from accumulated other comprehensive loss —  —  1,146  1,146 
Net current period other comprehensive income (loss) before reclassification 23,004  —  (682) 22,322 
Foreign currency exchange impact (1,551) 1,551  —  — 
Balance as of October 31, 2019 (Predecessor) (116,414) (188,183) (1,070) (305,667)
Fair value fresh-start adjustment 116,414  188,183  1,070  305,667 
Balance as of October 31, 2019 (Predecessor) —  —  —  — 
Balance as of October 31, 2019 (Successor) —  —  —  — 
Net current period other comprehensive income (loss) (16,440) 6,389  1,410  (8,641)
Balance as of March 31, 2020 $ (16,440) $ 6,389  $ 1,410  $ (8,641)
Other comprehensive income (loss) before reclassification
 49,803  —  (4,677) 45,126 
Reclassified from accumulated other comprehensive income
 —  (45,071) 1,671  (43,400)
Net current period other comprehensive income (loss)
 49,803  (45,071) (3,006) 1,726 
Foreign exchange rate impact
 (717) 717  —  — 
Balance as of March 31, 2021 $ 32,646  $ (37,965) $ (1,596) $ (6,915)
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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 operating expenses