UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 ________________________________________
FORM 10-Q
________________________________________ 
(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 20202021
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to      
Commission File Number001-35701
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
Delaware72-1455213
(State or Other Jurisdiction of
Incorporation or Organization)		(IRS Employer
Identification No.)
Delaware72-1455213
(State or Other Jurisdiction of
Incorporation or Organization)
(IRS Employer
Identification No.)
3151 Briarpark Drive, Suite 700
Houston,Texas77042
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code:
(713) (713) 267-7600
          Era Group Inc.
         945 Bunker Hill Rd., Suite 650
Houston,Texas77024
Former Fiscal Year:
December 31
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareVTOLNYSE
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑ No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
☐☑☐☐☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☑
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ☑    No  ☐
The total number of shares of common stock, par value $0.01 per share, outstanding as of August 3, 2020July 30, 2021 was 30,279,955.28,259,295. The Registrant has no other class of common stock outstanding.




BRISTOW GROUP INC.
INDEX
PART I. Financial Information
1
Item 1.
1
1
PART I. Financial Information
Item 1.
Financial Statements (Unaudited)
1
Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2020 and 2019
1
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended June 30, 2020 and 2019
2
3
4
5
6
Item 2.
3721
Item 3.
5036
Item 4.
5237
PART II. Other Information
5338
Item 1.
5438
Item 1A.
5438
Item 2.
5638
Item 3.
5738
Item 4.
5738
Item 5.
5738
Item 6.
5739
5840






PART I — FINANCIAL INFORMATION
Item 1.     Financial Statements.
BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)

  Successor  Predecessor
  
 Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
Revenue:     
Operating revenue from non-affiliates $246,549
  $304,130
Operating revenue from affiliates 14,959
  12,446
Reimbursable revenue from non-affiliates 8,685
  16,600
Total revenues 270,193
  333,176
Costs and expenses:     
Operating expense 190,436
  257,759
Reimbursable expense 8,648
  16,134
Prepetition restructuring charges —
  13,476
General and administrative 52,943
  34,770
Depreciation and amortization 16,356
  31,339
Total costs and expenses 268,383
  353,478
      
Loss on impairment (19,233)  —
Gain (loss) on asset dispositions 5,522
  (3,787)
Earnings from unconsolidated affiliates, net of losses (1,978)  2,347
Operating loss (13,879)  (21,742)
      
Interest income 262
  387
Interest expense (12,504)  (26,708)
Reorganization items —
  (76,356)
Loss on sale of subsidiaries —
  (56,303)
Change in fair value of preferred stock derivative liability 15,416
  —
Gain on bargain purchase 75,433
  —
Other income (expense), net 3,386
  (3,873)
Total other income (expense) 81,993
  (162,853)
Income (loss) before benefit (provision) for income taxes 68,114
  (184,595)
Benefit for income taxes 3,290
  15,507
Net income (loss) 71,404
  (169,088)
Net (income) loss attributable to noncontrolling interests 73
  (158)
Net income (loss) attributable to Bristow Group Inc. $71,477
  $(169,246)
      
Income (loss) per common share:     
Basic $18.41
  $(4.71)
Diluted $5.16
  $(4.71)
      
Weighted average common shares outstanding (1):
     
Basic 11,102,611
  35,918,916
Diluted 38,988,528
  35,918,916
Three Months Ended June 30,
  
20212020
Revenues:
Operating revenues$288,351 $261,508 
Reimbursable revenues12,251 8,685 
Total revenues300,602 270,193 
Costs and expenses:
Operating expenses214,503 187,555 
Reimbursable expenses12,114 8,648 
General and administrative expenses37,483 35,394 
Merger-related costs1,735 17,418 
Restructuring costs851 3,012 
Depreciation and amortization23,195 16,356 
Total costs and expenses289,881 268,383 
Loss on impairment(21,934)(19,233)
Gain on disposal of assets499 5,522 
Losses from unconsolidated affiliates, net(1,517)(1,978)
Operating loss(12,231)(13,879)
Interest income66 262 
Interest expense(10,624)(12,504)
Loss on extinguishment of debt0 (615)
Reorganization items, net(446)0 
Loss on sale of subsidiaries(2,002)0 
Change in fair value of preferred stock derivative liability0 15,416 
Gain on bargain purchase0 75,433 
Other, net6,184 4,001 
Total other income (expense), net(6,822)81,993 
Income (loss) before income taxes(19,053)68,114 
Benefit for income taxes4,842 3,290 
Net income (loss)(14,211)71,404 
Net loss attributable to noncontrolling interests14 73 
Net income (loss) attributable to Bristow Group$(14,197)$71,477 
Income (loss) per common share(1):
Basic$(0.50)$18.41 
Diluted$(0.50)$5.16 
Weighted average common shares outstanding(1):
Basic28,669,417 11,102,611 
Diluted28,669,417 38,988,528 
(1) See Note 139 to the condensed consolidated financial statements for details on Weightedprior year income (loss) per share and weighted average common shares outstanding.


The accompanying notes are an integral part of these condensed consolidated financial statements.

1

BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited, in thousands)

Three Months Ended June 30,
 20212020
Net income (loss)$(14,211)$71,404 
Other comprehensive income (loss):
Currency translation adjustments1,272 3,159 
Pension liability adjustment, net(48)0 
Unrealized gain (loss) on cash flow hedges, net942 (881)
Total comprehensive income (loss)(12,045)73,682 
Net comprehensive loss attributable to noncontrolling interests14 73 
Total comprehensive income (loss) attributable to Bristow Group Inc.$(12,031)$73,755 
  
 Successor  Predecessor
  Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
Net income (loss) $71,404
  $(169,088)
Other comprehensive income (loss):     
Currency translation adjustments 3,146
  16,899
Unrealized gain (loss) on cash flow hedges, net of tax benefit (881)  474
Currency translation adjustments attributable to noncontrolling interests 13
  (11)
Total comprehensive income (loss) 73,682
  (151,726)
      
Net (income) loss attributable to noncontrolling interests 73
  (158)
Total comprehensive income (loss) attributable to Bristow Group Inc. $73,755
  $(151,884)





































The accompanying notes are an integral part of these condensed consolidated financial statements.

2


BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited, in thousands)thousands, except share amounts)

 Successor
 June 30, 2020 March 31, 2020June 30, 2021March 31, 2021
 (Unaudited) (Audited)
ASSETS    ASSETS
Current assets:    Current assets:
Cash and cash equivalents $259,922
 $196,662
Cash and cash equivalents$244,696 $228,010 
Restricted cash 3,493
 2,459
Restricted cash3,978 3,069 
Accounts receivable from non-affiliates 215,210
 166,038
Accounts receivable from affiliates 8,488
 14,645
Accounts receivable, net of allowance for doubtful accounts of $2,200 and $2,300 as of June 30 and March 31, 2021, respectivelyAccounts receivable, net of allowance for doubtful accounts of $2,200 and $2,300 as of June 30 and March 31, 2021, respectively198,144 215,620 
Inventories 110,086
 82,419
Inventories92,894 92,180 
Assets held for sale 33,523
 32,401
Assets held for sale7,432 14,750 
Prepaid expenses and other current assets 30,366
 29,527
Prepaid expenses and other current assets30,251 32,119 
Total current assets 661,088
 524,151
Total current assets577,395 585,748 
Property and equipmentProperty and equipment1,082,116 1,090,094 
Accumulated depreciation and amortizationAccumulated depreciation and amortization(107,459)(85,535)
Property and equipment, netProperty and equipment, net974,657 1,004,559 
Investment in unconsolidated affiliates 89,175
 110,058
Investment in unconsolidated affiliates19,416 37,530 
Property and equipment – at cost:    
Land and buildings 178,246
 160,069
Aircraft and equipment 920,861
 741,245
 1,099,107
 901,314
Less – Accumulated depreciation and amortization (39,024) (24,560)
 1,060,083
 876,754
Right-of-use assets 297,072
 305,962
Right-of-use assets226,970 246,667 
Other assets 144,373
 128,336
Other assets115,215 117,766 
Total assets $2,251,791
 $1,945,261
Total assets$1,913,653 $1,992,270 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ INVESTMENT    
LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:    Current liabilities:
Accounts payable $61,983
 $52,110
Accounts payable$63,844 $69,542 
Accrued wages, benefits and related taxes 48,252
 42,852
Accrued wages, benefits and related taxes43,052 58,595 
Income taxes payable 14,537
 1,743
Other accrued taxes 6,982
 4,583
Income taxes payable and other accrued taxesIncome taxes payable and other accrued taxes18,580 19,972 
Deferred revenue 33,329
 12,053
Deferred revenue14,436 13,598 
Accrued maintenance and repairs 25,632
 31,072
Accrued maintenance and repairs27,610 26,907 
Accrued interest 943
 832
Current portion of operating lease liabilities 81,953
 81,484
Current portion of operating lease liabilities73,755 77,909 
Other accrued liabilities 21,074
 25,510
Accrued interest and other accrued liabilitiesAccrued interest and other accrued liabilities36,606 22,632 
Short-term borrowings and current maturities of long-term debt 63,541
 45,739
Short-term borrowings and current maturities of long-term debt16,043 15,965 
Total current liabilities 358,226
 297,978
Total current liabilities293,926 305,120 
Long-term debt, less current maturities 582,264
 515,385
Long-term debt, less current maturities525,571 527,528 
Accrued pension liabilities 13,145
 17,855
Accrued pension liabilities39,302 44,150 
Preferred stock embedded derivative —
 286,182
Other liabilities and deferred credits 6,051
 4,490
Other liabilities and deferred credits6,637 6,681 
Deferred taxes 48,800
 22,775
Deferred taxes33,801 42,430 
Long-term operating lease liabilities 214,125
 224,595
Long-term operating lease liabilities152,258 167,718 
Total liabilitiesTotal liabilities$1,051,495 $1,093,627 
Commitments and contingencies (Note 10) 


 

Commitments and contingencies (Note 10)00
Mezzanine equity preferred stock: $.0001 par value, 6,824,582 issued and outstanding as of March 31, 2020 (1)
 —
 149,785
Stockholders’ investment:    
Common stock, $0.01 par value, 110,000,000 authorized; 30,288,972 and 11,235,535 outstanding as of June 30 2020 and March 31, 2020, respectively (1)
 303
 1
Redeemable noncontrolling interestsRedeemable noncontrolling interests0 1,572 
Stockholders’ equity:Stockholders’ equity:
Common stock, $0.01 par value, 110,000,000 authorized; 28,806,355 and 29,694,071 outstanding as of June 30 and March 31, 2021, respectivelyCommon stock, $0.01 par value, 110,000,000 authorized; 28,806,355 and 29,694,071 outstanding as of June 30 and March 31, 2021, respectively303 303 
Additional paid-in capital 680,987
 295,897
Additional paid-in capital690,041 687,715 
Retained earnings 354,582
 139,228
Retained earnings212,814 227,011 
Treasury shares, at cost; 1,403,267 and 466,700 shares as of June 30 and March 31, 2021, respectivelyTreasury shares, at cost; 1,403,267 and 466,700 shares as of June 30 and March 31, 2021, respectively(35,700)(10,501)
Accumulated other comprehensive loss (6,363) (8,641)Accumulated other comprehensive loss(4,749)(6,915)
Total Bristow Group Inc. stockholders’ investment 1,029,509
 426,485
Total Bristow Group Inc. stockholders’ equityTotal Bristow Group Inc. stockholders’ equity862,709 897,613 
Noncontrolling interests (329) (269)Noncontrolling interests(551)(542)
Total stockholders’ investment 1,029,180
 426,216
Total liabilities, mezzanine equity and stockholders’ investment $2,251,791
 $1,945,261
Total stockholders’ equityTotal stockholders’ equity862,158 897,071 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$1,913,653 $1,992,270 
(1) Share information displayed as of March 31, 2020 does not take into account the impact of the 3:1 reverse stock split or the Merger.




The accompanying notes are an integral part of these condensed consolidated financial statements.


3

BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
   Successor  Predecessor
  Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
      
Cash flows from operating activities:     
Net income (loss) $71,404
  $(169,088)
Adjustments to reconcile net loss to net cash used in operating activities:     
Depreciation and amortization 21,493
  31,339
Deferred income taxes (6,382)  (19,115)
Loss from extinguishment of debt 615
  —
Write-off of deferred financing fees —
  2,625
Discount amortization on long-term debt 3,619
  850
Reorganization items, net —
  60,853
(Gain) loss on disposal of assets (5,522)  3,787
Loss on impairment 19,233
  —
Loss on sale of subsidiaries —
  56,303
Deferral of lease payments —
  285
Gain on bargain purchase (75,433)  —
Change in fair value of preferred stock derivative liability (15,416)  —
Stock-based compensation 5,185
  824
Equity in earnings from unconsolidated affiliates less than
    (greater than) dividends received
 3,632
  (697)
Increase (decrease) in cash resulting from changes in:     
Accounts receivable 10,465
  (19,856)
Inventory, prepaid expenses and other assets (12,502)  (3,752)
Accounts payable, accrued expenses and other liabilities (27,257)  18,880
Net cash used in operating activities (6,866)  (36,762)
Cash flows from investing activities:     
Capital expenditures (2,849)  (7,439)
Proceeds from asset dispositions 11,665
  3,204
Deposits on assets held for sale 20,000
  —
Cash transferred in sale of subsidiaries, net of cash received —
  (22,878)
Increase in cash from Era merger 120,236
  —
Net cash provided by (used in) investing activities 149,052
  (27,113)
Cash flows from financing activities:     
Proceeds from borrowings —
  75,585
Debt issuance costs —
  (10,016)
Repayment of debt and debt redemption premiums (73,387)  (5,821)
Share repurchases (4,807)  —
Net cash provided by (used in) financing activities (78,194)  59,748
Effect of exchange rate changes on cash, cash equivalents and restricted cash 302
  1,840
Net increase (decrease) in cash, cash equivalents and restricted cash 64,294
  (2,287)
Cash, cash equivalents and restricted cash at beginning of period 199,121
  178,055
Cash, cash equivalents and restricted cash at end of period $263,415
  $175,768
Cash paid during the period for:     
Interest $8,372
  $9,939
Income taxes $2,308
  $4,413


Three Months Ended June 30,
 20212020
Cash flows from operating activities:
Net income (loss)$(14,211)$71,404 
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization26,248 21,493 
Deferred income taxes(7,754)(6,382)
Loss from extinguishment of debt0 615 
 Amortization of deferred financing fees309 0 
Discount amortization on long-term debt2,050 3,619 
Gain on disposal of assets(499)(5,522)
Loss on impairment21,934 19,233 
Loss on sale of subsidiaries2,002 0 
Gain on bargain purchase0 (75,433)
Change in fair value of preferred stock derivative liability0 (15,416)
Stock-based compensation2,326 5,185 
Equity in earnings from unconsolidated affiliates less than
    (greater than) dividends received
1,517 3,632 
Increase (decrease) in cash resulting from changes in:
Accounts receivable17,027 10,465 
Inventory, prepaid expenses and other assets(516)(12,502)
Accounts payable, accrued expenses and other liabilities(13,992)(27,257)
Net cash provided by (used in) operating activities36,441 (6,866)
Cash flows from investing activities:
Capital expenditures(2,968)(2,849)
Proceeds from asset dispositions10,621 11,665 
Deposits on assets held for sale0 20,000 
Cash transferred in sale of subsidiaries, net of cash received(851)0 
Increase in cash from Era merger0 120,236 
Net cash provided by investing activities6,802 149,052 
Cash flows from financing activities:
Debt issuance costs(1,895)0 
Repayment of debt and debt redemption premiums(4,002)(73,387)
Purchase of treasury shares(21,793)0 
Old Bristow share repurchases0 (4,807)
Net cash used in financing activities(27,690)(78,194)
Effect of exchange rate changes on cash, cash equivalents and restricted cash2,042 302 
Net increase in cash, cash equivalents and restricted cash17,595 64,294 
Cash, cash equivalents and restricted cash at beginning of period231,079 199,121 
Cash, cash equivalents and restricted cash at end of period$248,674 $263,415 
Cash paid during the period for:
Interest$1,171 $8,372 
Income taxes$3,046 $2,308 
The accompanying notes are an integral part of these condensed consolidated financial statements.

4

BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Investment and Mezzanine Equity
(Unaudited)
(In thousands, except share amounts)

 Total Bristow Group Inc. Stockholders’ Equity  
 Redeemable Noncontrolling InterestsCommon
Stock		Common
Stock
(Shares)		Additional
Paid-in
Capital		Retained
Earnings		Treasury StockAccumulated
Other
Comprehensive
Income (Loss)		Noncontrolling
Interests		Total
Stockholders’
Equity
March 31, 2021$1,572 $303 29,694,071 $687,715 $227,011 $(10,501)$(6,915)$(542)$897,071 
Share award amortization— — 48,851 2,326 — — — — 2,326 
Share repurchases— — (936,567)— — (25,199)— — (25,199)
Currency translation adjustments— — — — — — — 5 5 
Net income (loss)— — — — (14,197)— — (14)(14,211)
Sale of noncontrolling interest(1,572)— — — — — — — — 
Other comprehensive loss— — — — — — 2,166 — 2,166 
June 30, 20210 303 28,806,355 690,041 212,814 (35,700)(4,749)(551)862,158 
   Total Bristow Group Inc. Stockholders’ Investment   
 Mezzanine equity preferred stock Common
Stock		 Common
Stock
(Shares)		 Additional
Paid-in
Capital		 Retained
Earnings		 Accumulated
Other
Comprehensive
Income (Loss)		 Noncontrolling
Interests		 Total
Stockholders’
Investment
March 31, 2020 (Successor)$149,785
 $1
 11,235,566
 $295,897
 $139,228
 $(8,641) $(269) $426,216
Share repurchases(2,151) —
 (142,721) —
 1,263
 —
 —
 1,263
Preferred stock share conversion(146,448) 4
 34,836,688
 270,678
 142,614
 —
 —
 413,296
Elimination of Old Bristow stock—
 (5) (45,929,533) 5
 —
 —
 —
 —
Exchange of common stock—
 231
 23,027,010
 (231) —
 —
 —
 —
Era purchase price—
 72
 7,175,029
 108,268
 —
 —
 —
 108,340
Preferred stock compensation activity and conversion(1,186) —
 —
 6,370
 —
 —
 —
 6,370
Restricted stock awards—
 —
 129,158
 —
 —
 —
 —
 —
Purchase of Company common stock (tax withholding)—
 —
 (42,225) —
 —
 —
 —
 —
Currency translation adjustments—
 —
 —
 —
 —
 —
 13
 13
Net income (loss)—
 —
 —
 —
 71,477
 —
 (73) 71,404
Other comprehensive income—
 —
 —
 —
 —
 2,278
 —
 2,278
June 30, 2020 (Successor)$—
 $303
 30,288,972
 $680,987
 $354,582
 $(6,363) $(329) $1,029,180


 Total Bristow Group Inc. Stockholders’ Investment  
 Redeemable Noncontrolling InterestsMezzanine Equity Preferred StockCommon
Stock
Common
Stock
(Shares)(1)
Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Treasury StockNoncontrolling
Interests		Total
Stockholders’
Investment
March 31, 2020$0 $149,785 $1 11,235,566 $295,897 $139,228 $(8,641)$0 $(269)$426,216 
Share repurchases— (2,151)— (142,721)— 1,263 — — — 1,263 
Preferred stock share conversion— (146,448)4 34,836,688 270,678 142,614 — — — 413,296 
Elimination of Old Bristow stock— — (5)(45,929,533)5 — — — — 0 
Exchange of common stock— — 231 23,026,894 (231)— — — — 0 
Era purchase price— — 72 7,175,029 108,268 — — — — 108,340 
Preferred stock compensation activity and conversion— (1,186)— — 6,370 — — — — 6,370 
Purchase of Company common stock (tax withholding)— — — (42,199)— — — — — — 
Currency translation adjustments— — — — — — — — 13 13 
Net income (loss)— — — — — 71,477 — — (73)71,404 
Other comprehensive income— — — — — — 2,278 — — 2,278 
June 30, 20200 0 303 30,159,724 680,987 354,582 (6,363)0 (329)1,029,180 
_______________________
 Total Bristow Group Inc. Stockholders’ Investment    
 Common
Stock		 Common
Stock
(Shares)		 Additional
Paid-in
Capital		 Retained
Earnings		 Accumulated
Other
Comprehensive
Income (Loss)		 Treasury
Stock		 Noncontrolling
Interests		 Total
Stockholders’
Investment
March 31, 2019 (Predecessor)$386
 35,918,916
 $862,020
 $455,598
 $(327,989) $(184,796) $7,148
 $812,367
Issuance of common stock—
 —
 824
 —
 —
 —
 —
 824
Sale of subsidiaries—
 —
 —
 —
 —
 —
 (5,612) (5,612)
Currency translation adjustments—
 —
 —
 —
 —
 —
 (11) (11)
Net income (loss)—
 —
 —
 (169,246) —
 —
 158
 (169,088)
Other comprehensive income—
 —
 —
 —
 17,362
 —
 —
 17,362
June 30, 2019 (Predecessor)$386
 35,918,916
 $862,844
 $286,352
 $(310,627) $(184,796) $1,683
 $655,842


(1) Certain shares were reclassified out of common stock issued and into un-issued.
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Note 1 — BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities.Onentities. 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 (the “Merger”).Era. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Quarterly Report on Form 10-Q, unless the context otherwise requires, 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;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)Combined Company) and its subsidiaries prior to consummation of the Merger.
Pursuant to the United States (“U.S.”) generally accepted accounting principles in the U.S. (“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.Combined Company. As a result, upon the closing of the Merger, Old Bristow’s historical financial statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements since June 12, 2020. Any reference to comparative period disclosures in the Quarterly Report on Form 10Q10-Q refers to Old Bristow.
Effective upon the closing of the Merger, the Company changed its fiscal year-end from December 31 to March 31, to correspond with Old Bristow’s fiscal year-end. The Company’s fiscal year ends March 31, and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 20212022 is referred to as “fiscal year 2021”2022”.
The condensed consolidated financial information for the three months ended June 30, 2020 (Successor)2021 and 2019 (Predecessor)June 30, 2020 has been prepared by the Company in accordance with GAAP and has notpursuant to the rules and regulations of the SEC for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been audited by its independent registered public accounting firm;condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2021.
The preparation of these financial statements and accompanying footnotes requires the Company to make estimates and assumptions; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the condensed consolidated balance sheet, the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of cash flows and the condensed consolidated statements of changes in stockholders’ investment and mezzaninestockholders equity.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP in the United States (“U.S.”) have been condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 8-K for the fiscal year ended March 31, 2020 (the “fiscal year 2020 Financial Statements”) filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2020, referred to hereafter as the “ Financial Statement Form 8-K”.  Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire fiscal year.
Coronavirus Update
The outbreak of the disease causedcondensed consolidated financial information found on this Quarterly Form 10-Q has not been audited by the novel coronavirus (“COVID-19”) caused a significant decrease in oil and natural gas prices resulting from demand weakness and over supply and also caused significant disruptions and volatility in the global marketplace in the first half of calendar year 2020.  These conditions are expected to continue for at least the near future. The depressed oil and natural gas price environment was initially exacerbated by decisions by large oil producing countries that have now been altered, but the resolution has not led to a meaningful increase in oil and gas prices which remain below historic averages. For additional information, see Part II Item 1A “Risk Factors” and the “Recent Developments” section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).Company’s independent registered public accounting firm.
6

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Emergence from Voluntary Reorganization under Chapter 11
On May 11, 2019 (the “Petition Date”), Old Bristow and certain of its subsidiaries (collectively the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 Cases were jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. During the pendency of the Chapter 11 Cases, the Debtors continued to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On August 1, 2019, the Debtors filed with the Bankruptcy Court their Joint Chapter 11 Plan of Reorganization and on August 20, 2019, the Debtors filed their Amended Joint Chapter 11 Plan of Reorganization (as further modified on August 22, 2019, the “Amended Plan”) and the related Disclosure Statement (as further modified on August 22, 2019, the “Amended Disclosure Statement”). On October 8, 2019, the Bankruptcy Court entered an order approving the Amended Disclosure Statement and confirming the Amended Plan. The effective date of the Amended Plan (the “Effective Date”) occurred on October 31, 2019 at which point the Debtors emerged from the Chapter 11 Cases.    
Upon Old Bristow’s emergence from bankruptcy, Old Bristow adopted fresh-start accounting in accordance with provisions of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) No. 852, “Reorganizations” (“ASC 852”), which resulted in Old Bristow becoming a new entity for financial reporting purposes on the Effective Date. Upon the adoption of fresh-start accounting, the Company’s assets and liabilities were recorded at their fair values as of the fresh-start reporting date, October 31, 2019. As a result of the adoption of fresh-start accounting, Old Bristow’s consolidated financial statements subsequent to October 31, 2019 may not be comparable to the consolidated financial statements prior to October 31, 2019. In this Quarterly Report on Form 10-Q, references to:
“Predecessor” refer to Old Bristow on and prior to October 31, 2019; and
“Successor” refer to the reorganized Old Bristow on and after November 1, 2019 until completion of the Merger and after Completion of the Merger refer to the Combined Company after completion of the Merger.
Basis of Consolidation
The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation.
Business CombinationsSummary of Significant Accounting Policies and Other Accounting Considerations
The Company recognizes and measures, with certain exceptions, the fair value of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in considerationReclassifications — Certain amounts reported for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. The operating results of entities acquired are includedprior periods in the accompanying consolidated statements of operations from the date of acquisition. For material acquisitions, the Company typically engages independent appraisers to assist with the determination of the fair value of assets acquired, liabilities assumed, noncontrolling interest, if any, and goodwill or gain on bargain purchase, based on recognized business valuation methodologies. 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 will be recorded. The Company may record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition within a year of the acquisition date.
As noted above, 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 combined Company Common Stock to Old Bristow’s stockholders. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). See Note 2 to the condensed consolidated financial statements for further details onhave been reclassified to conform with the Merger.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Restricted Cash
As of June 30, 2020 (Successor), restricted cash consisted of $0.8 million reserved for post-bankruptcy emergence related payments and $2.7 million related to Norwegian payroll withholding taxes.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands).
  Successor
  June 30, 2020 March 31, 2020
     
Reconciliation of cash, cash equivalents and restricted cash as shown in the statements of cash flows:    
Cash and cash equivalents $259,922
 $196,662
Restricted cash 3,493
 2,459
Total cash, cash equivalents and restricted cash $263,415
 $199,121

current period’s presentation.
Current Expected Credit Losses (“CECL”)Sale of Subsidiary
Customers are primarily international, independent and major integrated exploration, development and production companies, third party helicopter operators 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 circumstances, the Company decides if additional reserve amounts are needed against the trade receivables asset pool on a case by case basis. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted. As of June 30, 2020 (Successor), the Company did not reserve any additional amounts for CECL.
As of June 30 and March 31, 2020 (Successor), the allowance for doubtful accounts for non-affiliates was $0.4 million and $0.4 million, respectively, and primarily related to a customer in the U.S. Gulf of Mexico. There were 0 allowances for doubtful accounts related to accounts receivable due from affiliates as of June 30 and March 31, 2020 (Successor).
Prepaid Expenses and Other Current Assets
As of March 31, 2019 (Predecessor), prepaid expenses and other current assets included the short-term portion of contract acquisition and pre-operating costs totaling $9.8 million related to the search and rescue (“SAR”) contracts in the U.K. and 2 customer contracts in Norway, which were recoverable under the contracts and will be expensed over the terms of the contracts. Old Bristow recorded expenses of $2.4 million for— During the three months ended June 30, 2019 (Predecessor) related2021, the Company sold its 75% interest in Hauser Investments Limited (“Hauser”), which owns 100% Sicher Helicopters SAS (“Sicher”), a provider of helicopter services to these contracts. In connection with Old Bristow’s emergence from bankruptcyColombia’s oil and gas market. The sale resulted in a $2.0 million loss included in loss on sale of subsidiaries on the applicationcondensed consolidated statement of ASC 852, the short-term portion of contract acquisition and pre-operating costs was adjusted by $8.8 million to its fair value of 0 at the Effective Date.operations.
Leases
Investment in Unconsolidated Affiliates — The Company determines ifhas a 25% economic interest in Petroleum Air Services (“PAS”), an arrangementEgyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry and other general aviation services in Egypt. During the three months ended June 30, 2021, upon evaluating its investment in PAS, the Company identified an indicator for impairment due to a decline in PAS’s performance. As a result, the Company performed a fair valuation of its investment in PAS using a market approach that relied on significant Level III inputs due to the nature of unobservable inputs that required significant judgment and assumptions. The market approach utilized two methods, each yielding similar valuation outcomes through the use of a multiple relevant to each method, derived from select guideline public companies, and an expected dividend rate or earnings of PAS. This resulted in a $16.0 million loss on impairment recorded during the three months ended June 30, 2021. As of June 30, 2021, the investment in PAS was $17.0 million and is a lease at inception or during modification or renewal of an existing lease. Operating leases are maintained for a number of fixed assets including aircraft, land, hangars, buildings, fuel tanks and tower sites. The right-of-use (“ROU”) assets associated with these leases are reflected under long-term assets; the current portion of the long-term payables are reflected within current liabilities; and the payables on lease agreements due after one year are recorded under long-term liabilitiesincluded on the Company’s condensed consolidated balance sheets. For those contracts with terms of twelve months or less, the lease expensesheets in investment in unconsolidated affiliates. PAS is recognized on a straight-line basis over the lease term and recorded in operating expenses on the statements of operations.  As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used to determine the present value of future payments. Most of the Company’s lease agreements allow the option of renewal or extension, which are contemplated when determining the lease term. When it is reasonably certain that a lease will be extended, this is incorporated into the calculations.
Other 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 recoverability 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

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

intangible asset is impaired, then the amount of the impairment is calculated as the excess of the asset’s carrying amount over its fair value. After an impairment loss is recognized, the adjusted carrying amount of the intangible asset will be its new accounting basis. After adjusting the carrying amount for impairment loss, the Company’s policy requires the reevaluation of the useful life of that asset.
Intangible assets by type were as follows (in thousands, except for years):
 Successor
 U.K. SAR customer contract PBH Total
      
 Gross Carrying Amount
March 31, 2020$55,706
 $74,321
 $130,027
Additions (1)
—
 13,936
 $13,936
Foreign currency translation(171) (169) $(340)
June 30, 2020$55,535
 $88,088
 $143,623
      
 Accumulated Amortization
March 31, 2020$(3,251) $(15,503) $(18,754)
Amortization expense(1,880) (5,136) (7,016)
June 30, 2020$(5,131) $(20,639) $(25,770)
      
Weighted average remaining contractual life, in years6.8
 11.9
 9.3

cost method investment.
_____________ 
(1)
In connection with the Merger, the Company recognized $13.9 million of additional intangible assets related to power-by-the-hour (“PBH”) contracts. The amortization expense for the PBH contracts is recorded as maintenance expense and is included in operating expense on the condensed consolidated financial statements.
Future amortization expense of intangible assets for each of the years ending March 31 (Successor) is as follows (in thousands):        
2021 $20,182
2022 19,446
2023 18,961
2024 17,506
2025 17,381
Thereafter 24,377
Total future amortization $117,853

The portion of future amortization expense that will be included in maintenance expense is $14.6 million for the remaining nine months ended March 31, 2021, $12.0 million for fiscal year 2022, $11.5 million for fiscal year 2023, $10.0 million for fiscal year 2024, $9.9 million for fiscal year 2025 and $9.4 million thereafter.
Property and Equipment
The Company periodically reviews useful lives and residual values for changes in circumstances that indicate a change in estimate may be required. Upon emergence from the Chapter 11 Cases, Old Bristow performed a review of useful lives and residual values. As a result of this review, certain changes were made to the useful lives and residual values of aircraft and related equipment. No material changes were made to non-aircraft property, plant and equipment useful lives and residual values. The previous policy stated that estimated useful lives of aircraft generally range from 5 to 15 years, and the residual value used in calculating depreciation of aircraft generally ranged from 30% to 50% of cost. The revised policy will generally utilize a 30 year useful life from the date of manufacture of an aircraft for used aircraft and the in-service date for new aircraft and a residual value range of 5% to 25% of cost. In certain circumstances, the useful lives of aircraft are limited by a 30,000 flight hour restriction on the airframe of an aircraft imposed by certain aircraft manufacturers. These changes in useful lives reflect the Company’s view of expected operating conditions and the economic environment, which suggest the Company will utilize its aircraft for longer than it has historically. The changes in residual values reflect the change made to useful lives and the current expectations of value to be recovered at the time of eventual disposal, based on historical sales data during the decline in the oil and gas industry.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The Company capitalizes betterments and improvements to its aircraft and depreciates such costs over the remaining useful lives of the aircraft. Betterments and improvements increase the life or utility of an aircraft.
The Company evaluates its asset groups for impairment whenever facts or circumstances indicate the carrying value of an asset group may not be recoverable.
Guarantors of Securities
In March 2020, the SEC amended Rule 3-10 and 3-16 of Regulation S-X, CFR 210.1-01 through 210.3-16, regarding financial disclosure requirements for debt securities issued in registered offerings involving subsidiaries of the registrant as either issuers or guarantors. This amended rule narrows the circumstances that require separate financial statements or summarized financial disclosures of issuers and subsidiary guarantors and simplifies the summarized disclosures required in lieu of those statements. Under the new rule, comparative period information is no longer required. As a result of this amended rule, the Company has included narrative disclosures in lieu of separate financial statements. The Company has early adopted this new rule and has elected to provide the simplified disclosure related to its 7.750% Senior Notes due 2022 within the MD&A.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations.
Adopted
In June 2016, the FASB issued ASU No. 2016-13, 2019-04, “Measurement of Credit Losses on Financial Instruments” (ASU No. 2016-13), which sets forth the current expected credit loss model, a new forward-looking impairment model for certain financial instruments based on expected losses rather than incurred losses.  The ASU is effective for interim and annual periods beginning after December 15, 2019, and early adoption of the standard was permitted.  Entities were required to adopt ASU No. 2016-13 using a modified retrospective approach, subject to certain limited exceptions.  Upon evaluating the impact of this ASU, the Company concluded that no additional reserves were necessary as historical losses were immaterial, and, based on the qualitative and quantitative analysis performed in accordance with ASC 326 requirements, the Company determined there was no reasonable expectation of credit losses associated with the Company’s trade receivables in the foreseeable future. ASU No. 2016-13 was adopted effective April 1, 2020, and such adoption did not have a material impact on the condensed consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurements” (Topic 820) modifying the disclosure requirements on fair value measurements. The amendment modifies, removes, and adds several disclosure requirements on fair value measurements in ASC 820, Fair Value Measurement. The amendment will be effective for the Company in fiscal year 2022, and early adoption is permitted. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its disclosure requirements. This disclosure requirement was adopted effective April 1, 2020 prospectively, and such adoption did not have a material impact on its condensed consolidated financial statements.    
In August 2018, the FASB modified ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans” (Subtopic 715-20), for changes to disclosure requirements for employers that sponsor defined benefit pension plans. Certain disclosure requirements were removed and certain disclosure requirements were added. The amendment also clarifies disclosure requirements for projected benefit obligations and accumulated benefit obligations in excess of respective plan assets. The amendment is effective beginning in the Company’s fiscal year 2021 financial statements, and early adoption is permitted. This disclosure requirement was adopted effective April 1, 2020 by removing the weighted-average expected long-term rate of return on assets in this Quarterly Report. Annual disclosure requirements will be reflected in the Annual Report.
In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software” (Subtopic
350-40), providing guidance that addresses the accounting for implementation costs associated with a hosted service. The guidance provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. The amendment is effective beginning in fiscal year 2021 financial statements, and early adoption is permitted. The guidance will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. This disclosure requirement was adopted effective April 1, 2020 prospectively, and such adoption did not have a material impact on its condensed consolidated financial statements.
In October 2018, the FASB amended ASU No. 2018-17, “Targeted Improvements to Related Party Guidance for Variable Interest Entities” (Topic 810), the guidance for determining whether a decision-making fee is a variable interest. The amendments

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in generally accepted accounting principles). Therefore, these amendments likely will result in more decision makers not consolidating VIEs. This amendment is effective beginning in the Company’s fiscal year 2021 financial statements, and early adoption is permitted. This disclosure requirement was adopted effective April 1, 2020, and such adoption did not have a material impact on the condensed consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-03, “Codification Improvements to Financial Instruments”, which makes improvements to financial instruments guidance. The standard is effective immediately for certain amendments and for fiscal years beginning after December 15, 2019. This accounting guidance was adopted effective April 1, 2020, and such adoption did not have a material impact on the condensed consolidated financial statements.
Not Yet Adopted
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This ASU also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard will be effective for the Company in fiscal year 2022 and early adoption is permitted. The Company is currently assessing the impact of ASU 2019-12 on its consolidated financial statements.
In January 2020, the FASB issued ASU No. 2020-01, “Investments-Equity Securities” Topic 321, “Investments-Equity Method and Joint Ventures” Topic 323 and “Derivatives and Hedging” Topic 815 (ASU No. 2020-01) as an update to ASU No. 2016-01 “Financial Instruments-Overall”, further clarifying certain interactions between the guidance to account for certain equity securities under Topic 321, 323 and 815, and improve current GAAP by reducing diversity in practice and increasing comparability of accounting. The standard will be effective for the Company in fiscal year 2022, and early adoption is permitted. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its financial statements.
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This standard also included guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.
Not Yet Adopted
In May 2021, the FASB issued ASU Update No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The purpose of this update is to clarify and reduce diversity in practice for the accounting of certain modifications or exchanges of equity written call options. Under the guidance, an issuer determines
7

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt, or for other reasons. The standard will be effective for the Company beginning in fiscal year 2022.2023 and early adoption is permitted. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its consolidated financial statements.
Note 2 — BUSINESS COMBINATIONS
Era Group Inc.
On June 11, 2020, the Mergercombination of Old Bristow with Era was completed.successfully completed in an all-stock transaction with Era having issued shares of common stock (“Combined Company Common Stock”) to Old Bristow’s stockholders in exchange for such holders shares of common stock in Old Bristow. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). In the Merger, Old Bristow merged with and into Merger Sub, a subsidiary of Era, with Old Bristow remaining as the surviving company and as a subsidiary of Era, the ultimate parent of the Combined Company. Era is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., primarily servicing offshore oil and gas production platforms, drilling rigs and otherenergy installations. The transaction was structured as an all-stock, reverse-triangular merger, whereby Era issued shares of common stock (“Combined Company Common Stock”)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 its common stockthe 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 consistsconsisted of 8 directors, including 6 Old Bristow designees. The Merger was accounted for under the acquisition method of accounting under ASC 805, Business Combinations.
Consistent with the guidelines The acquisition method 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 mayrequires, among other things, that assets acquired and liabilities assumed be recorded. The Company may record any material adjustments to the initial amounts recorded based on new information obtained that would have existedrecognized at their fair values as of the date of the acquisition within a year of the acquisition date. The Company is continuing to analyze and assess relevant information in the following areas to determinecompleted its assessment of the fair value of assets acquired and liabilities assumed aswithin 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 Merger date: certain legalsecondary 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 interest1,501 
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.
8

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

contingency-related matters and aircraft and related contract assets. Due to(3)Represents the recent timing and complexity of the Merger, these amounts are provisional and subject to change as our fair value assessments are finalized. The final fair value determination could result in material adjustments to the values presented in the preliminary purchase price allocation table below. The Company will reflect any such adjustments in subsequent filings in accordance with this accounting standard.
The acquisition date fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the consideration transferred consisted of the following (in thousands):
Fair value of Combined Company Common Stock issued (1)
 $106,440
Fair value of stock awards (2)
 1,900
Total consideration transferred $108,340
___________________ 
(1)pre-Merger vesting period.
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.
The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands):
Assets acquired:  
Cash and cash equivalents $120,236
Accounts receivable from non-affiliates 35,079
Prepaid expenses and other current assets 17,598
Inventories 8,826
Property and equipment 214,303
Right-of-use assets 8,395
Other assets 14,305
Total assets acquired $418,742
Liabilities assumed:  
Accounts payable $9,686
Accrued wages, benefits and related taxes 8,319
Income taxes payable 1,791
Deferred revenue 236
Accrued interest 5,459
Current portion of operating lease liabilities 1,711
Other accrued liabilities 12,943
Short-term borrowings and current maturities of long-term debt 17,485
Long-term debt, less current maturities 136,704
Other liabilities and deferred credits 1,404
Deferred taxes 32,407
Long-term operating lease liabilities 6,845
Total liabilities and redeemable noncontrolling interest assumed $234,990
   
Net assets acquired $183,752

Assets acquired:
Cash and cash equivalents$120,236 
Accounts receivable from non-affiliates35,079 
Prepaid expenses and other current assets17,598 
Inventories8,826 
Property and equipment223,256 
Right-of-use assets8,395 
Other assets14,792 
Total assets acquired$428,182 
Liabilities assumed:
Accounts payable$9,686 
Accrued wages, benefits and related taxes8,319 
Income taxes payable1,791 
Deferred revenue236 
Current portion of operating lease liabilities1,711 
Other accrued liabilities18,474 
Short-term borrowings and current maturities of long-term debt17,485 
Long-term debt, less current maturities136,704 
Other liabilities and deferred credits1,404 
Deferred taxes34,198 
Long-term operating lease liabilities6,845 
Total liabilities and redeemable noncontrolling interest assumed$236,853 
Net assets acquired$191,329 
The Merger initially resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $75.4 million; after further analysis, during the second quarter of fiscal year 2021, the Company recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to aircraft, redeemable noncontrolling interest and income taxes, resulting in an increase in bargain purchase gain of $5.7 million, and isfor a total of $81.1 million shown as a gain on bargain purchase on the condensed consolidated statements of operations,. for the fiscal year ended March 31, 2021. The bargain purchase was a result of a combination of factors including depressed oil and gas prices and market volatility linked to the COVID-19 pandemic between the initial announcement and consummation of the Merger.
Specifically, the Era share price declined from $8.59 to $5.16 between the last trading day prior to the announcement of the Merger announcement and the date the Merger closed. The aggregate Merger consideration was based on an exchange ratio that was fixed and did not fluctuate in the event that the value of Old Bristow’s common stock increasesincreased or Era’s common stock decreases,decreased, between the date of entry into the Merger agreement and consummation of the Merger.
9

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The amounts of revenue and earnings of Era included in the Company’s condensed consolidated statement of operations from the acquisition date of June 11, 2020 to June 30, 2020 (Successor) are as follows (in thousands):
Total revenues $8,861
Net loss $(4,304)

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended June 30, 2020,2021, 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):
  Successor
  Three Months Ended
  June 30, 2020
Total revenues $305,390
Net income $18,547
Net income attributable to Bristow Group Inc.

 $18,642
_____________________
(1)
The Company did not have any material, nonrecurring pro forma adjustments directlyThree Months Ended June 30, 2020
Total revenues$305,390 
Net income$18,547 
Net income attributable to the business combination included in the reported pro forma revenue and net income.Bristow Group Inc.$18,642 
____________________
(1)As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred in August 2020. The Company recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from the pro forma combined Net income and Net income attributable to Bristow Group Inc. for the three months ended June 30, 2020, due to its nonrecurring nature.
Note 3 — PROPERTY AND EQUIPMENT
Property and Equipment Acquisitions
The Company made capital expenditures as follows (in thousands):
  Successor  Predecessor
  Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
Capital expenditures:     
Aircraft and equipment $2,757
  $6,688
Land and buildings 92
  751
Total capital expenditures $2,849
  $7,439

Three Months Ended June 30,
 20212020
Capital expenditures:
Aircraft and equipment$2,250 $2,757 
Land and buildings718 92 
Total capital expenditures$2,968 $2,849 
Property and Equipment Dispositions
The following table presents details on the aircraft sold or disposed of and impairments on assets held for sale (in thousands, except for number of aircraft):
Three Months Ended June 30,
20212020
Number of aircraft sold or disposed of3 1 
Proceeds from sale or disposal of assets$10,621 $11,665 
Deposits on assets held for sale$0 $20,000 
Gain on disposal of assets$499 $5,522 
During the three months ended June 30, 2021, the Company recognized a $5.9 million loss on impairment in connection with certain aircraft held for sale to reflect the aircraft at expected sales values.
10
  Successor  Predecessor
  Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
Number of aircraft sold or disposed of 1
  2
Deposits on assets held for sale $20,000
  $—
Proceeds from sale or disposal of assets (1)
 $11,665
  $3,204
Gain (loss) from sale or disposal of assets (2)
 $5,522
  $(3,787)
_________________ 
(1)
Includes proceeds received for sale of property and equipment (including aircraft) during each period.
(2)
Included in gain (loss) on disposal of assets on the condensed consolidated statements of operations. Includes gain (loss), net of sale or disposal of property and equipment (including aircraft) during each period. During the three months ended June 30, 2020 (Successor), 1 aircraft was sold that was not in assets held for sale resulting in the gain of $5.5 million.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

As of December 31, 2018 (Predecessor), Old Bristow revised the salvage values of certain aircraft to reflect its expectation of future sales values given the disposal plans for those aircraft. Old Bristow recorded an additional depreciation expense of $1.4 million during the three months ended June 30, 2019 (Predecessor). NaN additional depreciation was recorded for the three months ended June 30, 2020 (Successor) due to fresh-start accounting.
Note 4 — REVENUE RECOGNTIONREVENUES
Revenue Recognition
The Company derives its revenues primarily from oil and gas flight services, government services and search and rescuefixed wing services. A majority of the Company’s revenue is generated through 2 types of contracts: helicopter services, which includes oil and gas, government and other services, and fixed wing services. Revenue is recognized when control of the identified distinct goods or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance obligations and the Company has determined that collection has occurred or is probable of occurring. Each contract type has a single distinct performance obligation described further below.
The Company determines revenue recognition by applying the following steps:
1.Identify the contract with a customer;
2.Identify the performance obligations in the contract;
3.Determine the transaction price;
4.Allocate the transaction price to the performance obligations; and
5.Recognize revenue as the performance obligations are satisfied.
Helicopter services1.Identify the contract with a customer;
2.— The Company’s customers, which includemajor integrated, national and independent offshore energy companies,charter its helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, the Company’s customers also charter their helicopters to transport time-sensitive equipment to these offshore locations. The customers for SAR services include both the oil and gas industry and governmental agencies. Revenue from helicopter services is recognized whenIdentify the performance obligation is satisfied over time based on contractual ratesobligations in the contract;
3.Determine the transaction price;
4.Allocate the transaction price to the performance obligations; and
5.Recognize revenue as the related servicesperformance obligations are performed. Each contract has a single distinct performance obligation for helicopter services. satisfied.
Operating revenue from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers, a substantial portion of which is competitively bid. A small portion of oil and gas customer revenue is derived from providing services on an “ad-hoc” basis.customers. Fixed-term contracts typically have original terms of one to five years, (subjectsubject to provisions permitting early termination by its customers).customers. Customers are typically invoiced on a monthly basis with payment terms of 30-60 days.
Cost reimbursementsThe following table shows the total revenues (in thousands):
Three Months Ended June 30,
 20212020
Revenues from contracts with customers$292,598 $259,405 
Total other revenues8,004 10,788 
Total revenues300,602 270,193 
Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a Government services line of service which includes revenues from customers are recorded as reimbursable revenue withU.K. SAR, the related reimbursed costs recorded as reimbursable expense on the condensed consolidated statementsU.S. Bureau of operations.
Fixed wingSafety and Environmental Enforcement (“BSEE”), and other government contracts. In addition, our Other activities and services— Airnorth provides fixed wing transportation services through regular passenger transport (scheduled airline service with individual ticket sales) (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and charter services. A performance obligation arises undergas contracts with customers to render services and is the unit of account under the new accounting guidance for revenue. Within fixed wing services, the Company determined that each contract has a single distinct performance obligation. Revenue is recognized over time at the earlierdo not materially fit into one of the period in whichthree major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the service is provided or the period in which the right to travel expires, which is determined by the terms and conditionsexit of the ticket. Ticket sales are recorded within deferred revenue in accordance with the above policy. Both chartered and scheduled airlinethat line of service revenue is recognized net of passenger taxes and discounts.
Taxes collected from customers and remitted to governmental authorities are reported on a net basis in the Asia Pacific region in the Current Quarter. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s condensed consolidated financial statements. Thus,current lines of service.
11

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Revenues by Service Line. The following table sets forth the Company excludes taxes imposed onoperating revenues earned by service line for the customer and collected on behalfapplicable periods (in thousands):
Three Months Ended June 30,
20212020
Oil and gas services$189,596 $191,937 
Government services(1)
70,436 54,611 
Fixed wing services24,654 11,559 
Other services(2)
3,665 3,401 
Total operating revenues$288,351 $261,508 
____________________ 
(1)Includes revenues of governmental agencies to be remitted to these agencies from the transaction price in determining the revenueapproximately $2.0 million related to contracts with a customer.government services that were previously included in the oil and gas and other service lines for the three months ended June 30, 2020.
(2)Includes Asia Pacific and certain Europe revenues of approximately $3.5 million that were previously included in the oil and gas service line for the three months ended June 30, 2020.
Contract Assets, Liabilities and Receivables
The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenuerevenues in which advance consideration is

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

received from customers for contracts where revenue isrevenues are recognized based on future performance of services.
As of June 30 and March 31, 2020 (Successor),2021, receivables related to services performed under contracts with customers were $150.9$160.5 million and $148.3$167.3 million, respectively. All receivables from non-affiliates and affiliates are broken out further in the condensed consolidated balance sheets. During the three months ended June 30, 2020 (Successor),2021, the Company recognized $2.5$4.4 million of revenuerevenues from outstanding contract liabilities. Contract liabilities related to services performed under contracts with customers were $7.3$14.4 million and $4.9$13.3 million as of June 30, 2020 (Successor)2021 and March 31, 2020 (Predecessor),2021, respectively. Contract liabilities are primarily generated by fixed wing services where customers pay for tickets in advance of receiving the Company’s services and advanced payments from helicopter services customers. There were 0 contract assets as of June 30 and March 31, 2020 (Successor).
There was $0.8 million in revenues recognized from satisfied performance obligations related to prior periods (for example, due to changes in transaction price) for the three months ended June 30, 2020 (Successor).
Revenue from third party customers
Total revenue related to third party customers is as follows (in thousands):
  Successor  Predecessor
  Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
Revenue:     
Operating revenue from non-affiliates $246,126
  $303,733
Operating revenue from affiliates 4,594
  4,475
Reimbursable revenue from non-affiliates 8,685
  16,600
Revenue from Contracts with Customers 259,405
  324,808
Other revenue from non-affiliates 423
  397
Other revenue from affiliates 10,365
  7,971
Total Revenue $270,193
  $333,176

2021.
Remaining Performance Obligations
Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands):
  Remaining Performance Obligations (Successor)
  Nine Months Ending March 31, 2021 Fiscal Year Ending March 31, Total
   2022 2023 2024 2025 and thereafter 
             
Outstanding Service Revenue:            
Helicopter contracts $295,698
 $215,506
 $184,646
 $133,505
 136,797
 $966,152
Fixed-wing contracts 978
 —
 —
 —
 —
 978
Total remaining performance obligation revenue $296,676
 $215,506
 $184,646
 $133,505
 136,797
 $967,130

 Remaining Performance Obligations
Nine Months Ending March 31, 2022Fiscal Year Ending March 31,Total
 2023202420252026 and thereafter
Outstanding Service Revenue:
Helicopter contracts$305,307 $232,564 $192,086 $159,288 130,461 $1,019,706 
Fixed wing contracts752 0 0 0 0 752 
Total remaining performance obligation revenue$306,059 $232,564 $192,086 $159,288 $130,461 $1,020,458 
Although substantially all of the Company’s revenue is derived under contract, due to the nature of the business, the Company does not have significant remaining performance obligations as its contracts typically include unilateral termination clauses that allow its customers to terminate existing contracts with a notice period of 30 to 365 days. The table above includes
12

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties have been excluded. As such, the Company’s actual remaining performance obligation revenue is expected to be greater than what is reflected in the table above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Other Considerations and Practical Expedients
The Company was awarded a government contract to provide SAR services for all of the U.K., which commenced in April 2015. The Company previously incurred costs related to this contract that generate or enhance the resources used to fulfill the performance obligation within the contract and the costs are expected to be recoverable. These contract acquisition and pre-operating costs qualified for capitalization. The capitalized contract acquisition and pre-operating costs related to the U.K. SAR contract and 2 customer contracts in Norway were capitalized and amortized by the Predecessor Company prior to implementation of fresh-start accounting. See Notes 1 and 3 of the condensed consolidated financial statements for further details.
The Company incurs incremental direct costs for obtaining contracts through sales commissions paid to ticket agents to sell seats on regular public transportation flights for its fixed-wing services only. The Company will utilize the practical expedient allowed by the FASB that permits expensing the incremental costs of obtaining a contract when incurred, if the amortization period of the contract asset that would otherwise have been recognized is one year or less.
In addition, the Company applied the invoice practical expedient that allows the recognition of revenue in the amount to which the Company has the right to invoice the customer and corresponds directly with the value to the customer of the Company’s performance completed to date.
Note 5 — VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES
A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If the Company determines that it has operating power and the obligation to absorb losses or receive benefits, it will consolidate the VIE as the primary beneficiary, and if not, the Company does not consolidate.
As of June 30, 2020 (Successor), the Company had interests in 5 VIEs of which the Company was the primary beneficiary, which are described below, and had no interests in VIEs of which the Company was not the primary beneficiary. See Note 3 to the fiscal year 2020 condensed consolidated financial statements for a description of other investments in significant affiliates.
Bristow Aviation Holdings Limited (“Bristow Aviation”) — The Company owns 49% of Bristow Aviation’s common stock and a significant amount of its subordinated debt. Bristow Aviation is incorporated in England and, through its subsidiaries, holds all the outstanding shares in Bristow Helicopters Limited (“Bristow Helicopters”). Bristow Aviation’s subsidiaries provide aviation services to customers primarily in the U.K., Norway, Australia, Nigeria and Trinidad and fixed wing services primarily in Australia. Bristow Aviation is organized with 3 different classes of ordinary shares having disproportionate voting rights. The Company, and a European Union investor, Impigra Aviation Holdings Limited (“Impigra”), owned 49% and 51%, respectively, of Bristow Aviation’s total outstanding ordinary shares (the “Bristow Aviation shares”). Impigra purchased its 51% of Bristow Aviation shares in fiscal year 2020 with proceeds from 2 loans received from Bristow Holdings Company Ltd. III (“BHC III”), an Old Bristow subsidiary. Impigra, a British company owned 100% by U.K. Bristow employees however is considered a VIE that the Company consolidates as the primary beneficiary and eliminates the loans described below in consolidation. Brexit is anticipated to require that the majority owner of the Bristow Aviation shares be a qualified U.K. investor rather than a qualified E.U. investor. Impigra is expected to meet the requirements to satisfy a qualified U.K. investor requirement.
In addition to the ownership of 49% of Bristow Aviation shares, in May 2004, Old Bristow acquired 8000000 shares of deferred stock, essentially a subordinated class of stock with no voting rights, from Bristow Aviation for £1 per share ($14.4 million in total). The Company also holds a £91.0 million ($112.4 million) principal amount of subordinated unsecured loan stock (debt) of Bristow Aviation bearing interest at an annual rate of 13.5% and payable semi-annually. Payment of interest on such debt has been deferred since its incurrence in 1996. Deferred interest accrues at an annual rate of 13.5% and aggregated $2.8 billion as of June 30, 2020 (Successor).
The Company’s operations in the U.K. are subject to the Civil Aviation Act 1982 and other similar English and E.U. statutes and regulations. The Company carries persons and property in its aircraft pursuant to an operating license issued by the Civil Aviation Authority (the “CAA”). The holder of an operating license must meet the ownership and control requirements of Council Regulation 2407/92. To operate under this license, the company through which the Company conducts operations in the U.K., Bristow Helicopters, must be owned directly or through majority ownership by E.U. nationals, and must at all times be effectively controlled by them. The Company’s ownership of 49% of the ordinary shares of Bristow Aviation, the entity that owns Bristow Helicopters, is to comply with these restrictions. The Company and Impigra also entered into a put/call agreement under which, upon giving specified prior notice, the Company has the right to buy all the Bristow Aviation shares held by Impigra, who, in turn,

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

has the right to require the Company to purchase such shares. As discussed above, under current English law, the Company would be required, in order for Bristow Aviation to retain its operating license, to find a qualified E.U. investor to own any Bristow Aviation shares the Company has the right to acquire under the put/call agreement. In addition, the put/call agreement limits the Company’s ability to exercise the put/call option through a requirement to consult with the CAA in the U.K. regarding the suitability of the new holder of the Bristow Aviation shares. The put/call agreement does not contain any provisions should the CAA not approve the new E.U. investor. However, the Company would work diligently to find an E.U. investor suitable to the CAA. The amount by which the Company could purchase the shares of the other investors holding 51% of the equity of Bristow Aviation is fixed under the terms of the call option.
Furthermore, the call option provides a mechanism whereby the economic risk for the other investor is limited should the financial condition of Bristow Aviation deteriorate. The call option price is the nominal value of the Bristow Aviation shares held by the noncontrolling shareholder (£1.0 million as of June 30, 2020 (Successor)) plus an annual guaranteed rate of return less any prepayments of such call option price and any dividends paid on the shares concerned. The Company can elect to pre-pay the guaranteed return element of the call option price wholly or in part without exercising the call option. No dividends have been paid by Bristow Aviation. The Company has accrued the annual return due to the other shareholder at a rate of sterling LIBOR plus 3% by recognizing noncontrolling interest expense on its condensed consolidated statements of operations, with a corresponding increase in noncontrolling interest on its condensed consolidated balance sheets however these amounts are eliminated in consolidation due to the consolidation of Impigra. Prepayments of the guaranteed return element of the call option are reflected as a reduction in noncontrolling interest on its condensed consolidated balance sheets which is also eliminated in consolidation of Impigra. Impigra has an option to put its shares in Bristow Aviation to the Company. The put option price is calculated in the same way as the call option price. If the put option is exercised, any pre-payments of the call option price are set off against the put option price.
Bristow Aviation and its subsidiaries are exposed to similar operational risks as the Company and are therefore monitored and evaluated on a similar basis by management. Accordingly, the financial information reflected on the Company’s condensed consolidated balance sheets and statements of operations for Bristow Aviation and its subsidiaries is presented in the aggregate, including intercompany amounts with other consolidated entities, as follows (in thousands):
  Successor
  June 30,  2020 March 31,
 2020
Assets    
Cash and cash equivalents $107,640
 $110,385
Restricted cash 2,720
 1,686
Accounts receivable 557,828
 297,962
Inventories 58,602
 55,166
Prepaid expenses and other current assets 23,979
 27,851
Total current assets 750,769
 493,050
Investment in unconsolidated affiliates 597
 575
Property and equipment, net 280,395
 285,142
Right-of-use assets 167,920
 54,333
Other assets 212,704
 196,996
Total assets $1,412,385
 $1,030,096
Liabilities    
Accounts payable $510,521
 $497,867
Accrued liabilities 91,102
 91,220
Accrued interest 2,775,938
 2,697,878
Current maturities of long-term debt 7,904
 7,904
Total current liabilities 3,385,465
 3,294,869
Long-term debt, less current maturities 442,544
 441,665
Accrued pension liabilities 13,145
 17,855
Other liabilities and deferred credits 11
 —
Long-term operating lease liabilities 35,414
 38,228
Total liabilities $3,876,579
 $3,792,617



BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

  Successor  Predecessor
  Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
Revenue 225,619
  $295,155
Operating income 17,291
  11,280
Net loss (61,335)  (362,848)

Bristow Helicopters (Nigeria) Limited — Bristow Helicopters (Nigeria) Limited (“BHNL”) is a joint venture in Nigeria in which Bristow Helicopters owns a 48% interest, a Nigerian company owned 100% by Nigerian employees owns a 50% interest and an employee trust fund owns the remaining 2% interest as of June 30, 2020 (Successor). BHNL provides aviation services to customers in Nigeria.
In order to be able to bid competitively for services in the Nigerian market, the Company was required to identify local citizens to participate in the ownership of entities domiciled in the region. However, these owners do not have extensive knowledge of the aviation industry and have historically deferred to the Company’s expertise in the overall management and day-to-day operation of BHNL (including the establishment of operating and capital budgets and strategic decisions regarding the potential expansion of BHNL’s operations). The Company has also historically provided subordinated financial support to BHNL and will need to continue to do so unless and until BHNL acquires sufficient equity to permit itself to finance its activities without that additional support from the Company. As the Company has the power to direct the most significant activities affecting the economic performance and ongoing success of BHNL and holds a variable interest in the entity in the form of the Company’s equity investment and working capital infusions, the Company consolidates BHNL as the primary beneficiary. The employee-owned Nigerian entity referenced above purchased a 19% interest in BHNL in December 2013 with proceeds from a loan received from BGI Aviation Technical Services Nigeria Limited (“BATS”). In July 2014, the employee-owned Nigerian entity purchased an additional 29% interest with proceeds from a loan received from Bristow Helicopters (International) Limited (“BHIL”). In April 2015, Bristow Helicopters purchased an additional 8% interest in BHNL, and the employee-owned Nigerian entity purchased an additional 2% interest with proceeds from a loan received from BHIL. Both BATS and BHIL are wholly-owned subsidiaries of Bristow Aviation. The employee-owned Nigerian entity is also a VIE that the Company consolidates as the primary beneficiary, and the Company eliminates the loans discussed above in consolidation.
BHNL is an indirect subsidiary of Bristow Aviation; therefore, financial information for this entity is included within the amounts for Bristow Aviation and its subsidiaries presented above.
Pan African Airlines (Nigeria) Limited — Pan African Airlines (Nigeria) Limited (“PAAN”) is a joint venture in Nigeria with local partners in which the Company owns a 50.17% interest.
The activities that most significantly impact PAAN’s economic performance relate to the day-to-day operation of PAAN, setting the operating and capital budgets and strategic decisions regarding the potential expansion of PAAN’s operations. Throughout the history of PAAN, the Company’s representation on the board and secondment to PAAN of its managing director has enabled the Company to direct the key operational decisions of PAAN (without objection from the other board members). The Company has also historically provided subordinated financial support to PAAN. As the Company has the power to direct the most significant activities affecting the economic performance and ongoing success of PAAN and hold a variable interest in the form of the Company’s equity investment and working capital infusions, the Company consolidates PAAN as the primary beneficiary. However, as long as the Company owns a majority interest in PAAN, the separate presentation of financial information in a tabular format for PAAN is not required.
Other Significant Affiliates — Unconsolidated
PAS— The Company has a 25% interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry in Egypt. Additionally, spare fixed wing capacity is chartered to tourism operators. PAS is accounted for under the cost method as the Company is unable to exert significant influence over its operations. As of June 30 and March 31, 2020 (Successor), the investment in PAS was $33.0 million and is included on the consolidated balance sheets in investment in unconsolidated affiliates.
Líder — During the three months ended June 30, 2020 (Successor), the Company recorded an $18.7 million non-cash impairment charge to its investment in Líder Táxi Aéreo S.A. (“Líder”), an unconsolidated affiliate in Brazil, upon evaluating its equity investment in the company.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Loss on Sale of Subsidiaries
Loss on sale of subsidiaries includes the following (in thousands):
  Predecessor
  
Three Months Ended
 June 30, 2019
Sale of Eastern Airways $(46,852)
Sale of Aviashelf and Bristow Helicopters Leasing Limited (9,451)
  $(56,303)

Eastern Airways
Bristow Helicopters Limited, a subsidiary of Old Bristow, together with its legal and financial advisors, pursued various transactions to exit the Eastern Airways business, which made negative contributions to Old Bristow’s operating income in each of the last three fiscal years, including pursuing a sales process with several third parties over an extended period. On May 10, 2019 (Predecessor), Bristow Helicopters completed the sale of all of the shares of Eastern Airways to Orient Industrial Holdings Limited (“OIHL”), an entity affiliated with Mr. Richard Lake, who at such time was a director of Bristow Helicopter Group Limited, which indirectly wholly owns Bristow Helicopters, pursuant to a Sale and Purchase Agreement (the “EAIL Purchase Agreement”). Pursuant to the EAIL Purchase Agreement and related agreements, Bristow Helicopters contributed approximately £17.1 million to Eastern Airways as working capital and OIHL acquired Eastern Airways. Bristow Helicopters retained its controlling ownership of the shares in Humberside International Airport Limited that it previously held through Eastern Airways. Certain intercompany balances between Bristow Helicopters and Eastern Airways were also written off. As a result of the transaction, OIHL now owns and operates Eastern Airways, which had previously operated as a separate unit within Old Bristow, and Bristow Helicopters maintains its controlling interest in Humberside Airport, from which Bristow Helicopters provides U.K. SAR services.
The EAIL Purchase Agreement contained customary representations and warranties. OIHL agreed to certain covenants with respect to non-solicitation of directors, officers or employees of Bristow Helicopters for a period of 12 months. Pursuant to the terms of the EAIL Purchase Agreement, Bristow Helicopters has the right to appoint an observer to the board of directors of Eastern Airways for an initial period of 12 months following the sale. Eastern Airways also agreed to provide certain transition services for a minimum of 12 months from the date of the completion of the transaction.
The loss on the sale of Eastern Airways for the three months ended June 30, 2019 (Predecessor) of $46.9 million includes the write-off of net assets of $35.0 million and write-off of cumulative translation adjustment of $11.9 million.
Aviashelf and Bristow Helicopters Leasing Limited
As of March 31, 2019 (Predecessor), Bristow Aviation had an indirect 48.5% interest in Aviashelf Aviation Co. (“Aviashelf”), a Russian helicopter company. Additionally, Old Bristow owned 60% of 2 U.K. joint venture companies, Bristow Helicopters Leasing Limited (“BHLL”) and Sakhalin Bristow Air Services Ltd. These 2 U.K. companies leased aircraft to Aviashelf which held the client contracts for Old Bristow’s Russian operations. Aviashelf was consolidated based on the ability of certain consolidated subsidiaries of Bristow Aviation to control the vote on a majority of the shares of Aviashelf, rights to manage the day-to-day operations of the company which were granted under a shareholders’ agreement, and the Company’s ability to acquire an additional 8.5% interest in Aviashelf under a put/call option agreement. In April 2019 (Predecessor), Old Bristow sold its 60% ownership interest in BHLL for $1.4 million. In June 2019 (Predecessor), Old Bristow sold its 48.5% ownership interest in Aviashelf for $2.6 million.
The loss on the sale of Aviashelf and BHLL for the three months ended June 30, 2019 (Predecessor) of $9.5 million includes the loss on sale of net assets of $2.3 million and write-off of cumulative translation adjustment of $7.2 million.



BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note 6 — DEBT
Debt as of June 30 and March 31, 2020 (Successor)2021, consisted of the following (in thousands):
  June 30, 2020 March 31, 2020
PK Air Debt $202,811
 $207,326
Macquarie Debt 146,695
 148,165
7.750% Senior Notes (1)
 136,840
 —
Lombard Debt 134,468
 136,180
Promissory notes (2)
 17,485
 —
Airnorth Debt 7,172
 7,618
Humberside Debt 334
 335
Term Loan —
 61,500
Total debt 645,805
 561,124
Less short-term borrowings and current maturities of long-term debt (63,541) (45,739)
Total long-term debt $582,264
 $515,385

_________________ 
(1)
The outstanding principal amount of the 7.750% senior unsecured notes as of March 31, 2020 was $142.0 million, net of unamortized discounts and debt issuance costs.
(2)
The outstanding principal amount of the promissory notes as of March 31, 2020 was $17.9 million.
PK Air Debt — During the three months ended June 30, 2020 (Successor), the Company made $5.3 million in principal payment on the PK Air debt.
June 30, 2021March 31, 2021
6.875% Senior Notes391,466 391,550 
Lombard Debt144,802 146,006 
Airnorth Debt5,073 5,631 
Humberside Debt273 306 
Total debt541,614 543,493 
Less short-term borrowings and current maturities of long-term debt(16,043)(15,965)
Total long-term debt$525,571 $527,528 
Macquarie Debt — During the three months ended June 30, 2020 (Successor), the Company made $2.4 million in principal payment on the Macquarie debt.
7.750%6.875% Senior Notes — On December 7, 2012, Era Group In February 2021, the Company issued $200.0$400.0 million aggregate principal amount of its 7.750%6.875% senior unsecuredsecured notes due December 15, 2022March 2028 (the “7.750%“6.875% Senior Notes”) and received net proceeds of $191.9$395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 7.750%6.875% Senior Notes is payable semi-annually in arrears on June 15thMarch 1st and December 15thSeptember 1st of each year.year, with the first payment starting on September 1, 2021. The 7.750%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 7.750%6.875% Senior Notes, plusinclusive of any accrued and unpaid interest if any,leading up to the redemption date. The indenture governing the 7.750%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 ourits assets. In addition, upon a specified change of control trigger event or specified asset sale, wethe Company may be required to repurchase the 7.750% Senior Notes. The payment obligations underoutstanding balance of the 7.750%6.875% Senior Notes are fully and unconditionally guaranteed by certain of our subsidiaries.
As of June 30, 2020 (Successor), these notes2021, the Company had a carrying value$8.5 million of $144.1 million on the condensed consolidated balance sheets. In June 2020, in connection with and upon completion of the Merger, Era’s long-term debt less its current maturities were fair valued and a new value of $136.8 million was assigned to the 7.750% Senior Notes. Additionally, previously incurred, unamortized debt issuance costs of $1.1 million and unamortized debt discounts of $0.8 million related toassociated with the 7.750%6.875% Senior Notes were written off.Notes.
Lombard Debt — During the three months ended June 30, 2020 (Successor),2021, the Company made $3.0$3.3 million in principal paymentpayments on the Lombard debt.
Promissory Notes — In 2010, Era entered into 2 promissory notes for $27.0 million and $11.7 million to purchase a heavy and medium helicopter, respectively. In December 2015, upon maturity of the notes, the then outstanding balances of $19.0 million and $5.9 million were refinanced. The notes require monthly principal payments of $0.1 million and less than $0.1 million with final payments of $12.8 million and $4.0 million, respectively. Both promissory notes are due in December 2020.
Term Loan Agreement — In connection with the closing of the Merger on June 11, 2020, the Company fully repaid the Term Loan by making $61.5 million in principal payments and $0.6 million in prepayment premiums.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

4½% Convertible Senior Notes due 2023— Prior to May 11, 2019, the remaining debt discount was being amortized to interest expense over the term of the 4½% Convertible Senior Notes using the effective interest rate. The effective interest rate for April 1, 2019 to May 11, 2019 (Predecessor) was 11.0%. Interest expense related to the 4½% Convertible Senior Notes was as follows (in thousands):
 Predecessor
 Three Months Ended June 30, 2019
Contractual coupon interest$715
Amortization of debt discount648
Total interest expense$1,363

As of May 11, 2019, Old Bristow determined that the 4½% Convertible Senior Notes were an allowed claim and therefore reclassified the balance to liabilities subject to compromise and discontinued accruing interest on these obligations. Contractual interest on the 4½% Convertible Senior Notes for the three months ended June 30, 2019 (Predecessor) was $1.6 million, which is $0.9 million in excess of reported interest expense for the three months ended June 30, 2019 (Predecessor).
ABL Facility — On April 17, 2018, 2 of Old Bristow’s subsidiaries entered into anThe Company’s asset-backed revolving credit facility (the(as amended or modified, the “ABL Facility”), which provides for commitments (“Prior Commitment Letter”) in an aggregate amount of $75 million, with a portion allocated to each borrower subsidiary, subject to an availability block of $15 million and a borrowing base calculated by reference to eligible accounts receivable. The maximum amount available to be borrowed under the ABL Facility could be increased from time to time to a total of as much as $100 million, subject to the satisfaction of certain conditions, and any such increase would be allocated among the borrower subsidiaries. The ABL Facility matures in April 2023, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are (i) secured by certain accounts receivable owing to the borrower subsidiaries, Bristow Helicopters Limited, Bristow Norway AS, Bristow U.S. LLC and Era Helicopters, LLC (collectively, the “ABL Borrowers”), and the deposit accounts into which payments on such accounts receivable are deposited.
Ondeposited, and (ii) fully and unconditionally guaranteed as to payment by the Effective Date, Old Bristow entered intoCompany, as parent guarantor, and each of the ABL Borrowers. The ABL Facility currently provides for commitments in an Amendment and Restatement, Confirmation and Waiver Agreement (the “ABL Amendment”)aggregate amount of $85.0 million, which amount includes a “last in, last out” tranche of revolving loan commitments available to the ABL Facility (together withBorrowers in an aggregate amount not to exceed $5.0 million. The Company retains the ABL Amendment, the “Amended ABL”), by and among Old Bristow, as parent, Bristow Norway AS and Bristow Helicopters, as borrowers and guarantors, the financial institutions from time to time party thereto as lenders and Barclays Bank PLC, in its capacity as agent and security trustee. The ABL Amendment amendedability under the ABL Facility in order to among other things, (i) make permanent certain waivers of defaults or events of default that were previously provided duringincrease the pendency of the Chapter 11 Cases, (ii) confirm the existing maturity date of April 17, 2023, (iii) provide that thetotal commitments up to a maximum aggregate amount of the Amended ABL may be increased,$115.0 million, subject to satisfaction of certain conditions, from time to time to a total of as much as $115 million from its current aggregate of $100 million, and (iv) provide for the accession at a later date of Bristow U.S. LLC as a co-borrower under the Amended ABL and the addition of certain of its receivables to the borrowing base and the collateral for the Amended ABL.
Upon the closing of the Merger, Era’s pre-Merger revolving credit facility was terminated. On June 4, 2020, in connection with the Merger, Old Bristow and Barclays Bank PLC executed a commitment letter (the “ABL Commitment Letter”) to amend or replace the Amended ABL in order to, among other things, increase the maximum amount of commitments thereunder to $80 million or $85 million, as the case may be based on the terms and conditions set forth in the ABL Commitment Letter, replace Old Bristow with the parent of the Combined Company as the parent guarantor under the ABL Facility, provide for the accession as a borrower under the ABL Facility of one or more of Era's subsidiaries incorporated in the United States and terminate the Prior Commitment Letter.  No assurance can be provided that commitments will be increased. The ABL Commitment Letter terminates on August 18, 2020, at which time an extension would be required.therein.
As of June 30, 2020 (Successor),2021, there were 0no outstanding borrowings under the ABL Facility nor had the Company made any draws during the three months ended June 30, 2020 (Successor).2021. Letters of credit issued under the ABL Facility in the aggregate face amount of $10.0$21.3 million were outstanding on June 30, 2020 (Successor).2021.
13

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
LIBOR Transition — In 2020, a number of regulators in conjunction with the FASB and the U.S. Federal Reserve announced their intention to suspendbegin the suspension and replacereplacement of the use of LIBOR bystarting towards the beginningend of calendar year 2021.2021 with a complete phase-out to be undertaken by June 2023. The effects of this transition from LIBOR to an alternative reference rate may impact the Company’s current indebtedness that is tied to LIBOR, in addition to the potential overall financial market disruption as a result of this phase-out. The Company is currently evaluating the potential effects of this announcement on its underlying debt, but it does not expect the impact to be material.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNote 6 — (Continued)
(Unaudited)

Note 7 — 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.
Recurring Fair Value Measurements
The following table summarizes the financial instruments the Company had as of June 30, 2020 (Successor), valued at fair value on a recurring basis (in thousands):
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Balance as of June 30, 2020 Balance Sheet
Classification
Derivative financial instruments $—
 $2,445
 $—
 $2,445
 Prepaid expenses and other current assets
Rabbi Trust investments 2,721
 —
 —
 2,721
 Other assets
Total assets $2,721
 $2,445
 $—
 $5,166
  

The following table summarizes the financial instruments Old Bristow had as of March 31, 2020 (Successor), valued at fair value on a recurring basis (in thousands):
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Balance as of  March 31,
 2020		 Balance Sheet
Classification
Derivative financial instruments $—
 $2,747
 $—
 $2,747
 Prepaid expenses and other current assets
Rabbi Trust investments 2,327
 —
 —
 2,327
 Other assets
Total assets $2,327
 $2,747
 $—
 $5,074
  

Rabbi Trust Investments
The rabbi trust investments consist of cash and mutual funds whose fair value are based on quoted prices in active markets for identical assets and are designated as Level 1 within the valuation hierarchy. The rabbi trust holds investments related to the Company’s non-qualified deferred compensation plan for the Company’s senior executives.
Derivatives Designated as Hedging Instruments
The derivative financial instruments consist of foreign currency put option contracts whose fair value is determined by quoted market prices of the same or similar instruments, adjusted for counterparty risk. See Note 8 of the condensed consolidated financial statements for a discussion of the Company’s derivative financial instruments.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Old Bristow Preferred Stock Embedded Derivative
The fair value of the Old Bristow Preferred Stock embedded derivative relied on the income approach which was derived from Level 3, unobservable inputs that required significant estimates, judgments and assumptions relating to the Company’s equity volatility, capitalization tables, term to exit and equity value.
The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the three months ended June 30, 2020 (Successor):
  Significant Unobservable Inputs (Level 3)
Derivative financial instruments: (in thousands)
March 31, 2020 $286,182
Change in fair value (15,416)
Preferred stock shares conversion (266,846)
Share repurchases (3,920)
June 30, 2020 $—

The Old Bristow Preferred stock embedded derivative considered settlement scenarios which are further defined in Note 13 to the condensed consolidated financial statements. A number of the settlement scenarios required a settlement premium. The specified premium depended on the timing of the liquidity event, ranging from a minimum of (a) 17% Internal Rate of Return (the “IRR”) (b) 2.1x Multiple of Invested Capital (the “MOIC”) and (c) 14% Internal Rate of Return (the “IRR”) if the liquidity event is prior to 3 years, to (y) a 2.1x MOIC and (z) 17% IRR if the liquidity event is in 5 years or more. The fair value for the embedded derivative was determined using a “with” and “without” approach, first determining the fair value of the Old Bristow Preferred Stock (inclusive of all bifurcated features) with the features and comparing it with the fair value of an instrument with identical terms to the Old Bristow Preferred Stock without any of the bifurcated features (i.e., the preferred stock host).
The fair value of the Old Bristow Preferred Stock was estimated using an option pricing method (“OPM”) allocating the total equity value to the various classes of equity. As of June 11, 2020 (Successor), Old Bristow assumed an expected term of 6 years, a risk-free rate of 0.38% and volatility of 85%. Without the redemption or conversion features, the holders of the Old Bristow Preferred Stock would have had right to perpetual preferred with 10% paid-in-kind (“PIK”) dividends, or the right to any upside value from conversion into common stock if the value exceeded the minimum return provided for under the COD (as defined herein). The value of converting to common stock on the upside would be measured as the residual upon a liquidity event. Therefore, the fair value of the host was estimated as the value of the upside conversion into common shares, which was also estimated using the OPM. The valuation as of June 11, 2020 resulted in a decline in fair value of the Old Bristow Preferred Stock embedded derivative of $15.4 million from March 31, 2020 (Successor).
On June 11, 2020, immediately before the Merger was executed, Old Bristow exercised its call right (the “Call Right’) pursuant to section 8 of the Certificate of Designation of the Old Bristow Preferred Stock (“COD”). This provision entitled Old Bristow to repurchase the shares upon a Fundamental Transaction (which included a merger or consolidation) for a repurchase price equal to (i) the Liquidation Preference plus (ii) the present value of the dividends that would have accrued from the call date to the 5th anniversary of the issuance date (had the Call Right not been exercised) multiplied by the Make-Whole Redemption Percentage (equal to 102% because the Call Right was exercised before the 3rd anniversary of the issuance date). Upon exercise of the Call Right, Old Bristow issued 5.17962 shares of Old Bristow Common Stock to the remaining holders of the Preferred Stock for each share of Preferred Stock held.
The carrying values of the Old Bristow Preferred Stock were derecognized, including the Old Bristow Preferred Stock embedded derivative, and recognized the Old Bristow Common Stock issued to the holders of the Old Bristow Preferred Stock at its fair value. The difference between (a) the carrying value of the Old Bristow Preferred Stock embedded derivative plus the carrying value of the Old Bristow Preferred Stock host and (b) the fair value of the Old Bristow Common Stock paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock host and embedded derivative. In addition, immediately prior to the Merger, Old Bristow repurchased 98,784 shares of the Old Bristow Preferred Stock and 142,721 shares of Old Bristow Common Stock. The repurchase of the Old Bristow Preferred Stock was accounted for in the same manner as the share-settled redemption described above in connection with the Merger.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Non-recurring Fair Value Measurements
The majority of the Company’s non-financial assets, which include inventories, property and equipment, assets held for sale and other intangible assets, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial asset is required to be evaluated for impairment and deemed to be impaired, the impaired non-financial asset is recorded as its fair value.
The following table summarizes the assets as of June 30, 2020 (Successor), valued at fair value on a non-recurring basis (in thousands):
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Balance as of June 30, 2020 Total Loss for the Three Months Ended June 30, 2020
Inventories $—
 $—
 $634
 $634
 $525
Total assets $—
 $—
 $634
 $634
 $525

Old Bristow did 0t have any items valued at fair value on a non-recurring basis as of June 30, 2019.
The fair value of inventories using Level 3 inputs is determined by evaluating the current economic conditions for sale and disposal of spare parts, which includes estimates as to the recoverability of the carrying value of the parts based on historical experience with sales and disposal of similar spare parts, the expected time frame of sales or disposals, the location of the spare parts to be sold and the condition of the spare parts to be sold or otherwise disposed of.

Fair Value of Debt
The fair value of the Company’s debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of the Company’s long-term debt was estimated using discounted cash flow analysis based on market prices for those loans and estimated current rates for similar types of arrangements. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
The carrying and fair valuevalues of the Company’s debt excluding unamortized debt issuance costs, are as follows (in thousands):
Carrying
Amount		Level 1Level 2Level 3
June 30, 2021
LIABILITIES
6.875% Senior Notes(1)
$391,466 $0 $411,361 $0 
Lombard Debt144,802 0 151,765 0 
Airnorth Debt5,073 0 4,950 0 
Humberside Debt273 0 273 0 
$541,614 $0 $568,349 $0 
March 31, 2021
LIABILITIES
6.875% Senior Notes(1)
$391,550 $0 $398,870 $0 
Lombard Debt146,006 0 155,270 0 
Airnorth Debt5,631 0 5,656 0 
Humberside Debt306 0 306 0 
$543,493 $0 $560,102 $0 
_________________ 

(1)The carrying value of the 6.875% Senior Notes is net of unamortized debt issuance costs of $8.5 million.
 Successor
 Carrying
Amount		 Level 1 Level 2 Level 3
June 30, 2020       
LIABILITIES       
PK Air Debt$202,811
 $—
 $196,507
 $—
Macquarie Debt146,695
 —
 148,100
 —
7.750% Senior Notes136,840
 —
 132,398
 —
Lombard Debt134,468
 —
 135,369
 —
Promissory notes17,485
 —
 17,485
 —
Airnorth Debt7,172
 —
 7,143
 —
Humberside Debt334
 —
 335
 —
 $645,805
 $—
 $637,337
 $—
March 31, 2020       
LIABILITIES       
PK Air Debt$207,326
 $—
 $180,290
 $—
Macquarie Debt148,165
 —
 138,133
 —
Lombard Debt136,180
 —
 122,165
 —
Term Loan61,500
 —
 56,894
 —
Airnorth Debt7,618
 —
 7,221
 —
Humberside Debt335
 —
 335
 —
 $561,124
 $—
 $505,038
 $—
14


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The carrying value isvalues are net of unamortized discount as follows (in thousands):
  Successor
  June 30, 2020 March 31, 2020
PK Air Debt $11,860
 $12,620
Macquarie Debt 10,133
 11,063
7.750% Senior Notes 7,247
 —
Lombard Debt 24,521
 26,372
Airnorth Debt 451
 605
Total unamortized debt discount $54,212
 50,660

 June 30, 2021March 31, 2021
Lombard Debt19,566 21,495 
Airnorth Debt103 154 
Total unamortized debt discount$19,669 $21,649 
OtherOld Bristow Preferred Stock Embedded Derivative
The fair valuesvalue of Old Bristow’s preferred stock embedded derivative was estimated on the pre-merger basis, using the income approach, namely a “with” and “without” analysis. The difference between the value of Old Bristow’s preferred stock in the “with” and “without” analyses represented the value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items.
Note 8 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Embedded Derivatives
embedded derivative. Old Bristow had determined thatwas private on the contingent redemption featurespre-merger basis and hence, the Old Bristow preferred stock value was estimated based on the expected exchange ratio upon a liquidationthe merger. As there was no trading price or deemed liquidation event, holder optional redemption, and fundamental transaction make-whole redemption features are required to be accountedany directly observable market information for separately from the New Preferred Stock as derivative liabilities. The economic characteristics of the New Preferred Stock are considered more akin to a debt instrument because the shares were redeemable at the holder’s option and the redemption value is significantly greater than the original issue price, the shares carried a fixed mandatory dividend (paid in kind), and specified rate of return. Such factors indicated the New Preferred Stock’s most likely method of settlement is the exercise of a redemption feature rather than through conversion; therefore, the embedded features were analyzed against a debt-like host when determining if such features should require bifurcation.derivative itself or Old Bristow determined that each ofBristow’s preferred stock price the redemption features described above must be bifurcated and accounted for separately from the New Preferred Stock because exercise of each feature would result in substantial premiums to the holder. See Note 13 to the condensed consolidated financial statements for a description of the New Preferred Stock.
ASC 815 Derivatives and Hedging does not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be combined together and fair valued as a single compound embedded derivative. Accordingly, Old Bristow recorded a compound derivative liability representing the combined fair value of redemption options described above. Thethe embedded derivative represents a model value. Due to these facts and circumstances, the fair value of Old Bristow’s Preferred Stock embedded derivative liability will be remeasured each period with changes in fair value recognized in earnings.was derived from Level 3 inputs, due to the nature of unobservable inputs that required significant estimates, judgments and assumptions.
Changes in the fair value of the New Preferred Stock derivative liability, carried at fair value, arewere reported as change in fair value of the Preferred Stockpreferred stock derivative liability in the condensed consolidated statements of operations. ForDuring the three months ended June 30, 2020, (Successor), the Company recognized non-cash expensegain of approximately $15.4 million due to an increase in the Preferred Stockpreferred stock derivative liability related to the embedded derivative in the New Preferred Stock.
Old Bristow usedThe following table provides a binomial option pricing method to value the compound derivative. The option pricing method required the development and use of assumptions. These assumptions include estimated volatilityrollforward of the value of the Old Bristow’s commonpreferred stock assumptions regarding possible conversion or early redemption dates, an appropriate risk-free interest rate, risky bond rate, and dividend yields. For further details onembedded derivative Level 3 fair value see Note 7 tomeasurements for the condensed consolidated financial statements.
Derivatives Designated as Hedging Instruments
From time to time, the Company enters into forward exchange contracts as a hedge against foreign currency asset and liability commitments and anticipated transaction exposures, including intercompany purchases. All derivatives are recognized as assets or liabilities and measured at fair value. The Company does not use financial instruments for trading or speculative purposes.
During fiscal year 2019 (Predecessor), the seven months ended October 31, 2019 (Predecessor), the five months ended March 31, 2020 (Successor) and three months ended June 30, 2020:
Significant Unobservable Inputs (Level 3)
Derivative financial instruments:(in thousands)
March 31, 2020$286,182 
Change in fair value(15,416)
Preferred stock shares conversion(266,846)
Share repurchases(3,920)
June 30, 2020$0 
On June 11, 2020, (Successor),immediately before the Company entered into foreign currency put option contracts of £5 million per month through March 2021Merger was executed, Old Bristow exercised its call right on the preferred stock, allowing Old Bristow to mitigaterepurchase the shares upon a portionFundamental Transaction (which included a merger or consolidation). Upon exercise of the Company’s foreign currency exposure. Upon emergence from bankruptcy, these derivatives were re-designated as cash flow hedges.call right, Old Bristow issued 5.17962 shares of Old Bristow’s common stock to the remaining holders of the Preferred Stock for each share of Preferred Stock held. The Old Bristow preferred stock was converted into Old Bristow common stock immediately prior to consummation of the Merger. For further discussion, see Note 7 in the Annual Report on Form 10-K for the fiscal year ended March 31, 2021.
15

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The designation of a derivative instrument as a hedge and its ability to meet relevant hedge accounting criteria determines how the change in fair value of the derivative instrument will be reflected in the condensed consolidated financial statements. A derivative qualifies for hedge accounting if, at inception of the hedging relationship, the derivative is expected to be highly effective in offsetting the hedged item’s underlying cash flows or fair value and the documentation requirements of the accounting standard for derivative instruments and hedging activities are fulfilled at the time the Company entered into the derivative contract. A hedge is designated as a cash flow hedge, fair value hedge, or a net investment in foreign operations hedge based on the exposure being hedged. The asset or liability value of the derivative will change in tandem with its fair value. For derivatives designated as cash flow hedges, the changes in fair value are recorded in accumulated other comprehensive income (loss). The derivative’s gain or loss is released from accumulated other comprehensive income (loss) to match the timing of the effect on earnings of the hedged item’s underlying cash flows.
The Company reviews the effectiveness of hedging instruments on a quarterly basis. The Company discontinues hedge accounting for any hedge that it no longer considers to be highly effective. Changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting are recognized in current period earnings.
None of the Company’s derivative instruments contain credit-risk-related contingent features. Counterparties to the Company’s derivative contracts are high credit quality financial institutions.
The following table presents the balance sheet location and fair value of the portions of the Company’s derivative instruments that were designated as hedging instruments as of June 30, 2020 (Successor) (in thousands):
  Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet
           
Prepaid expenses and other current assets $2,445
 $—
 $2,445
 $—
 $2,445
Net $2,445
 $—
 $2,445
 $—
 $2,445
The following table presents the balance sheet location and fair value of the portions of Old Bristow’s derivative instruments that were designated as hedging instruments as of March 31, 2020 (Successor) (in thousands):
  Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet
           
Prepaid expenses and other current assets $2,747
 $—
 $2,747
 $—
 $2,747
Net $2,747
 $—
 $2,747
 $—
 $2,747

The following table presents the impact that derivative instruments designated as cash flow hedges had on the Company’s accumulated other comprehensive loss (net of tax) and the Company’s condensed consolidated statements of operations (in thousands):
  Successor  
  Three Months Ended  June 30, 2020 Financial statement location
     
Amount of loss recognized in accumulated other comprehensive loss $(427) Accumulated other comprehensive loss
Amount of loss reclassified from accumulated other comprehensive loss into earnings $454
 Statement of operations

The Company estimates that $0.5 million of net gain in accumulated other comprehensive loss as of June 30, 2020 (Successor) associated with the derivative instruments is expected to be reclassified into earnings within the next twelve months.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNote 7 — (Continued)
(Unaudited)

Note 9 — COMMITMENTS AND CONTINGENCIES
Fleet — The Company’s unfunded capital commitments as of June 30, 2020 (Successor)2021 consisted primarily of agreements to purchase helicopters and totaled $81.2$86.0 million, which is payable beginning in fiscal year 2021 through fiscal year 2022. The Company also had $1.3 million of deposits paid on options not yet exercised. All of the Company’s capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately $2.1 million.
Included in these commitments are orders to purchase 3 AW189 heavy helicopters and 5 AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2022. Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company had outstanding options to purchase up to 10 additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal yearyears 2022 and fiscal year 2023. The Company may, from time to time, purchase aircraft for which it has no orders.
Other Purchase Obligations — As of June 30, 2020 (Successor),2021, the Company had $15.0$21.1 million of other purchase obligations representing non-cancelable PBHpower-by-the-hour (“PBH”) maintenance commitments.
Separation Programs — Beginning in March 2015, Old Bristow initiated involuntary separation programs (“ISPs”) in certain regions. The expense related to the ISPs is as follows (in thousands):

 Successor Predecessor
 Three Months Ended  June 30, 2020 Three Months Ended  June 30, 2019
Operating expense$2,881
 $1,463
General and administrative130
 154
Total$3,011
 $1,617

Other Matters— Although infrequent,commitments and unfilled purchase orders for aircraft accidents have occurred in the past, and the related losses and liability claims have been covered by insurance subject to deductible, self-insured retention and loss sensitive factors.parts.
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 is considered a gain contingency and is expected to result in the receipt of a $9.0 million cash payment to be recognized in the second fiscal quarter.
The Company operates in jurisdictions internationally where it is subject to risks that include government action to obtain additional tax revenue. In a number of these jurisdictions, political unrest, the lack of well-developed legal systems and legislation that is not clear enough in its wording to determine the ultimate application, can make it difficult to determine whether legislation may impact the Company’s earnings until such time as a clear court or other ruling exists. The Company operates in jurisdictions currently where amounts may be due to governmental bodies that the Company is not currently recording liabilities for as it is unclear how broad or narrow legislation may ultimately be interpreted. The Company believes that payment of amounts in these instances is not probable at this time, but is reasonably possible.
In the normal course of business, the Company is involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. In addition, from time to time, the Company is involved in tax and other disputes with various government agencies. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its condensed consolidated financial statements related thereto as appropriate. It is possible that a change in its estimates related to these exposures could occur, but the Company does not expect such changes in estimated costs or uninsured losses, if any, would have a material effect on its business, consolidated financial position or results of operations.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNote 8 — (Continued)
(Unaudited)

Note 10 — LEASESTAXES
The Company leases aircraft, land, hangars, buildings, fuel tanksCompany’s effective tax rate was 25.4% and tower sites under operating lease agreements. The Company determines if an arrangement is a lease at inception. All of the Company’s leases are operating leases and are recorded in right-of-use (“ROU”) assets, accounts payable and operating lease liabilities in its condensed consolidated balance sheets. The lease expense on those contracts with initial terms of twelve months or less are recognized on a straight-line basis over the lease term and are not recorded on the balance sheet.
ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of a lease based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company’s lease terms may include options to renew, extend or terminate the lease. The lease term includes options to extend when the Company is reasonably certain to exercise the option. The Company is not, however, reasonably certain that it will exercise any option(s) to extend at commencement of a lease, as each extension would be based on the relevant facts and circumstances at the time of the decision to exercise or not exercise an extension option, and as such, has not been included in the remaining lease terms. The Company will evaluate the impact of lease extensions, if and when the exercise of an extension option is probable.
The majority of the bases from which the Company operates are leased, with current remaining terms between one and fifty-nine years. The Company has non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities used in its operations. The related lease agreements, which range from non-cancelable and month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options. The Company generally pays all insurance, taxes and maintenance expenses associated with these leases, and these costs are not included in the lease liability and are recognized in the period in which they are incurred.
As of June 30, 2020 (Successor), aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 45 aircraft, are as follows (in thousands):
 Aircraft Other Total
Fiscal year ending March 31,     
2021$66,042
 $8,143
 $74,185
202277,249
 8,476
 85,725
202358,595
 8,156
 66,751
202446,005
 7,711
 53,716
202528,370
 5,968
 34,338
Thereafter2,169
 25,165
 27,334
 $278,430
 $63,619
 $342,049

Operating leases as of June 30 and March 31, 2020 (Successor) were as follow (in thousands, except years and percentages):
  June 30, 2020 March 31, 2020
Operating lease right-of-use assets $297,072
 $305,962
     
Current portion of operating lease liabilities 81,953
 81,484
Operating lease liabilities 214,125
 224,595
Total operating lease liabilities $296,078
 $306,079
     
Weighted average remaining lease term 5 years
 4 years
Weighted average discount rate 6.26% 6.27%
     
  Successor Predecessor
  Three Months Ended  June 30, 2020 Three Months Ended  June 30, 2019
     
Cash paid for operating leases $27,808
 $36,650
ROU assets obtained in exchange for lease obligations $4,217
 $48,068


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The aircraft leases range from base terms of up to 180 months with renewal options of up to 60 months in some cases, include purchase options upon expiration and some include early purchase options. The leases contain terms customary in transactions of this type, including provisions that allow the lessor to repossess the aircraft and require the Company to pay a stipulated amount if the Company defaults on its obligations under the agreements. The following is a summary of the terms related to aircraft leased under operating leases with original or remaining terms in excess of one year as of June 30, 2020 (Successor):
End of Lease Term
Number of 
Aircraft
Nine months ending March 31, 2021 to fiscal year 202216
Fiscal year 2023 to fiscal year 202419
Fiscal year 2025 to fiscal year 202610
45
The Company leases 6 S-92 model aircraft and 1 AW139 model aircraft from VIH Aviation Group, which is a related party due to common ownership of Cougar, and paid lease fees of $3.4 million and $4.5 million for(4.8)% during the three months ended June 30, 2020 (Successor)2021 and June 30, 2019 (Predecessor),2020, respectively. Additionally, the Company leases a facilityThe effective tax rate in Galliano, Louisiana from VIH Helicopters USA, Inc., another related party due to common ownership of Cougar, and paid lease fees of $0.1 million and $0.1 million for the three months ended June 30, 2020 (Successor)2021 includes the impact of impairment losses, utilization of net operating losses in certain foreign jurisdictions and June 30, 2019 (Predecessor), respectively.
In April and May 2019 (Predecessor), the Company returnedadjustment to its remaining 4 H225 leased aircraft and paid $4.3 million in lease return costs.
Rent expense incurred is as follows (in thousands):
 Successor Predecessor
 
Three Months
Ended  
June 30, 2020
 
Three Months Ended  
June 30, 2019
Rent expense under all operating leases$30,906
 $52,189
Rent expense under operating leases for aircraft$26,012
 $46,447

Asvaluation allowances against future realization of June 30, 2020 (Successor), the Company had sales-type leases of 4 H225 heavy helicopters. During the three months ended June 30, 2020 (Successor), the Company recognized $0.1 million ofdeductible business interest income on these sales-type leases. As of June 30, 2020 (Successor), the Company had remaining receivables of $13.4 million, all of which is due within one year. These amounts are included in prepaid expenses and other current assets on the consolidated balance sheet.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note 11 — TAXES
expense. The Company’s provision for income taxes for the interim period ended June 30, 20202021 was prepared using a discrete effective tax rate method. Historically, the Company calculated its provision for income taxes during interim reporting periods by applying the estimated annual income tax rate for the full fiscal year to income from continuing operations, excluding discrete items, for the reporting period. The Company determined that since small changes in estimated pre-tax income or loss would result in significant changes inFor the estimated annual effective tax rate, the historical method would not provide a reliable estimate of income taxes for the three monthsinterim period ended June 30, 2020. The2020, the Company will continue to evaluate income tax estimates underutilized the historical method in subsequent quarters and employ a discrete effective tax rate method if warranted. The Company’s effective tax rate was (4.8)% and 8.4% during the three months ended June 30, 2020 (Successor) and June 30, 2019 (Predecessor), respectively. The effective tax rate in the three months ended June 30, 2020 (Successor) includes the impact of utilization of net operating losses in certain foreign jurisdictions and adjustment to report its valuation allowances against future realization of deductible business interest expense.provision for income taxes.
The relationship between the Company’s provision for or benefit from income taxes and the Company’s pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, including asset sales, (b) changes in the blend of income that is taxed based on gross revenues or at high effective tax rates versus pre-tax book income or at low effective tax rates and (c) the Company’s geographical blend of pre-tax book
16

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
income. Consequently, the Company’s income tax expense or benefit does not change proportionally with the Company’s pre-tax book income or loss. Significant decreases in the Company’s pre-tax book income typically result in higher effective tax rates, while significant increases in pre-tax book income can lead to lower effective tax rates, subject to the other factors impacting income tax expense noted above. The change in the Company’s effective tax rate excluding discrete items for the three months ended June 30, 2020 (Successor)2021 compared to the three months ended June 30, 2019 (Predecessor)2020 primarily related to changes in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions and nondeductible professional fees related to the Merger. The three months ended June 30, 2020 (Successor) income taxes include a benefit of $15.8 million related to the bargain purchase gain and an expense of $3.9 million from the impairment of the Company’s investment in Líder.jurisdictions. Additionally, the Company decreasedincreased its valuation allowances by $9.1$0.7 million and $0.3released its valuation allowance by $3.3 million for the three months ended June 30, 2021 and 2020, (Successor) and June 30, 2019 (Predecessor), respectively, which also impacted the Company’s effective tax rate.respectively.
Valuation allowances represent the reduction ofare presented as reductions to the Company’s deferred tax assets. The Company evaluates its deferred tax assets quarterly, which requires significant management judgment to determine the recoverability of these deferred tax assets by assessing whether it is more likely than not that some or all of the deferred tax asset will be realized before expiration. After considering all available positive and negative evidence using a “more likely than not” standard, the Company believes it is appropriate to value against deferred tax assets related to foreign tax credits and certain foreign net operating losses. For the three months ended June 30, 2020 (Successor), the Company released valuation allowances of $3.3 million and $5.8 million related to net operating losses in certain foreign jurisdictions and deductible business interest expense, respectively. During the same period, the release of valuation of allowances resulted in a non-cash tax benefit of $9.1 million. In the three months ended June 30, 2019, the Company recorded a valuation allowance of $0.3 million against net operating losses in certain foreign jurisdictions.
The benefit of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the condensed consolidated financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. Interest and penalties, if any, related to uncertain tax positions would be recorded in interest expense and other expense, respectively.
Note 9 — 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.
In June 2021, the Company repurchased 933,208 shares of common stock in open market transactions for gross consideration of $25.1 million, which is an average cost per share of $26.89. After these repurchases, as of June 30, 2021, $39.9 million remained of the $75.0 million share repurchase program.
In July 2021, the Company repurchased an additional 547,596 shares of common stock for gross consideration of $14.9 million, which is an average cost per share of $27.24. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program.

17

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Earnings per Share
Note 12 — SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS
Pension Plans
The componentsBasic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of net periodic pension cost (benefit) other thanshares of common stock outstanding during the service cost component are included in other income (expense), net onperiod. Diluted earnings per common share excludes options to purchase common shares and restricted stock units and awards which were outstanding during the Company’s condensed consolidated statement of operations.period but were anti-dilutive. The following table provides a detailshows the computation of the componentsbasic and diluted earnings per share (in thousands, except share and per share amounts):
Three Months Ended June 30,
 20212020
Income (loss):
Net income (loss) attributable to Bristow Group Inc.$(14,197)$71,477 
Less: PIK dividends (1)
0 (12,039)
Plus: Deemed contribution from conversion of preferred stock0 144,986 
Income available to common stockholders – basic$(14,197)$204,424 
Add: PIK dividends0 12,039 
Less: Changes in fair value of preferred stock derivative liability0 (15,416)
Income (loss) available to common stockholders – diluted$(14,197)$201,047 
Shares:
Weighted average number of common shares outstanding – basic28,669,417 11,102,611 
Net effect of dilutive preferred stock0 27,885,917 
Weighted average number of common shares outstanding – diluted(2)(3)
28,669,417 38,988,528 
Earnings per common share - basic$(0.50)$18.41 
Earnings per common share - diluted$(0.50)$5.16 
___________________________
(1)See Note 6 and discussion below for further details on PIK dividends and changes in fair value of net periodic pension cost (benefit) (in thousands):

preferred stock derivative liability.
  Successor  Predecessor
  Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
Service cost for benefits earned during the period $291
  $159
Interest cost on pension benefit obligation 2,242
  2,919
Expected return on assets (3,106)  (4,005)
Prior service costs —
  35
Amortization of unrecognized losses —
  2,061
Net periodic pension cost (benefit) (1)
 $(573)  $1,169
___________________________ 
(1)
Included in other income (expense), net on the condensed consolidated statements of operations.
The current estimates of the Company’s cash contributions to the Company’s defined benefit pension plans to be paid in fiscal year (2)2021 are $16.4 million, of which $3.7 million was paid during the three months ended June 30, 2020 (Successor).
Incentive Compensation
Prior to May 11, 2019 (Predecessor), stock-based awards were made under the Bristow Group Inc. 2007 Long-Term Incentive Plan (the “2007 Plan”). A maximum of 10,646,729Excludes weighted average common shares of Old Bristow Common Stock were reserved for issuance under the 2007 Plan. Awards granted under the 2007 Plan were in the form of stock options, stock appreciation rights, shares of restricted stock, other stock-based awards (payable in cash or common stock) or performance awards, or any combination thereof,238,599 and were made to outside directors, employees or consultants.
Total stock-based compensation expense related to the 2007 Plan, which includes stock options and restricted stock, totaled $0.8 million1,622,332 for the three months ended June 30, 2019 (Predecessor). Stock-based compensation expense has2021 and 2020, respectively, for certain share awards as the effect of their inclusion would have been allocated to various regions. The 2007 Plan and all awards thereunder were cancelled effective upon emergence from the Chapter 11 Cases on October 31, 2019 (Predecessor).antidilutive.
Key Employee Incentive Plans
In connection with the Chapter 11 Cases, the Compensation Committee of Old Bristow’s Board adopted on behalf of an Executive Key Employee Incentive Plan (the “Executive KEIP”) and a Non-Executive Key Employee Incentive Plan (“Non-Executive KEIP”), each approved by the Bankruptcy Court on August 22, 2019. The Executive KEIP was designed to incentivize ten of Old Bristow’s senior executives by providing a total potential cash award pool of approximately $3.1 million at threshold, $6.1 million at target and up to $12.3 million for exceeding target, and was contingent upon achievement of certain financial targets and safety metrics, and the timing of confirmation of the Amended Plan by the Bankruptcy Court. The Non-Executive KEIP was designed to enhance retention of up to 183 other non-insider employees and provided a total potential cash award pool of approximately $7.7 million at threshold, $10.3 million at target and up to $15.4 million for exceeding target, with 50 percent of the payment contingent upon achievement of certain financial targets and safety metrics, and 50 percent of the payment being based on continued employment. The payments for the Executive KEIP were made on a quarterly basis with the first payment made in October 2019 and the last payment made in June 2020. The payments for the Non-Executive KEIP were made quarterly with the first payment made in October 2019 and the last payment made in June 2020.
Management Incentive Plan
On the Effective Date, the Compensation Committee of Old Bristow’s Board adopted the 2019 Management Incentive Plan (the “MIP”). At the time of its adoption, the MIP served as an equity-based compensation plan for directors, officers and participating employees and other service providers of Old Bristow and its affiliates, pursuant to which Old Bristow was permitted to issue awards covering shares of theStockholders’ Investment, Old Bristow Common Stock and Old Bristow Preferred Stock. During the five months ended March 31, 2020 (Successor), Old Bristow awarded 188,210 shares of restricted Old Bristow Common Stock, 312,606 shares of restricted

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Old Bristow Preferred Stock, 113,081 Old Bristow Common Stock options and 265,049 Old Bristow Preferred Stock options. Upon the closing of the Merger, these awards converted into 656,617 shares of restricted Combined Company Common Stock and 433,283 stock options to purchase Combined Company Common Stock, of which 73,131 shares of restricted Combined Company Common Stock and 48,448 Combined Company Common Stock options vested and 227,884 shares of restricted of Combined Company Common Stock and 151,307 Combined Company Common Stock options forfeited on June 11, 2020 (Successor). Total stock based compensation expense related to the MIP was $4.9 million for the three months ended June 30, 2020 (Successor) and includes $1.3 million related to severance agreements entered into in June 2020 in connection with the Merger.
Upon the closing of the Merger, 151,768 shares of unvested Combined Company restricted stock awards previously issued under the Era Group Inc. 2012 Share Incentive Plan (the “2012 Incentive Plan”) remained unvested. Stock based compensation expense related to the Era legacy awards was $0.3 million for the three months ended June 30, 2020 (Successor).
On June 17, 2020 (Successor), the Company awarded 150,001 shares of Combined Company performance restricted stock units at an average grant date fair value of $7.73 and 150,001 stock options to purchase Combined Company Common Stock at a grant date fair value of $10.99 to certain senior executives. The performance restricted stock vests on a cliff-basis after three years based on certain stock price performance targets. The following table shows the assumptions used to compute the stock-based compensation expense for stock options granted during the three months ended June 30, 2020 (Successor):
Common Stock Options
Risk free interest rate0.5%
Expected life (years)6.5
Volatility80.0%
Weighted average exercise price of options granted15.76
Weighted average grant-date fair value of options granted10.99

Note 13 — STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME
Stockholders’ Investment, Common Stock and Preferred Stock
As of June 30, 2020 (Successor), there were 30,288,972 shares of Combined Company Common Stock and 0 shares of the Combined Company’s preferred stock issued and outstanding.
Claims under the Bankruptcy Court approved debtor in possession (DIP) financing Old Bristow obtained while in bankruptcy were settled with the issuance of new common stock (the “Old Bristow Common Stock”) and (the “Old Bristow Preferred Stock”), both at a par of $0.0001, pursuant to the Amended Plan. In connection with the Merger, the Old Bristow Preferred StockBristow’s preferred stock was converted into Old Bristow Common Stock,common stock, and then all Old Bristow Common Stockcommon stock was subsequently converted into the Combined Company Common Stock.Company’s common stock.
Because theAs Old Bristow Preferred StockBristow’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 Stockpreferred stock was classified as mezzanine equity and initially recognized at fair value of $618.9 million as of October 31, 2019 (Successor)its Emergence from Voluntary Reorganization under Chapter 11, the “Effective Date”. This amount was reduced by the fair value of the bifurcated derivative liability as of October 31, 2019 (Successor) 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. As described in Note 7 to the condensed 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.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

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.
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 awards, which were outstanding during the period but were anti-dilutive, as follows (in thousands, except share and per shares amounts):
  Successor
  Three Months Ended  June 30, 2020
Income (loss):  
Net income attributable to Bristow Group Inc. $71,477
Less: PIK dividends (1)
 (12,039)
Plus: Deemed contribution from conversion of preferred stock
 144,986
Income available to common stockholders – basic $204,424
Less: Preferred stock adjustments (3,377)
Income available to common stockholders – diluted $201,047
Shares:  
Weighted average number of common shares outstanding – basic 11,102,611
Net effect of dilutive preferred stock 
 27,885,917
Weighted average number of common shares outstanding – diluted(2)
 38,988,528
   
Earnings per common share - basic $18.41
Earnings per common share - diluted $5.16
18
___________________________
(1)
See “Stockholders’ Investment, Common Stock and Preferred Stock” above for further details on PIK dividends.
(2)
Excludes weighted average common shares of 1,676,354 for the three months ended June 30, 2020 (Successor), for certain share awards as the effect of their inclusion would have been antidilutive.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Accumulated Other Comprehensive Income (Loss)
The following table shows the computation of basic and diluted earnings per share:
  Predecessor
  Three Months Ended  June 30, 2019
Loss (in thousands):  
Loss available to common stockholders – basic $(169,246)
Loss available to common stockholders – diluted $(169,246)
Shares:  
Weighted average number of common shares outstanding – basic 35,918,916
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method —
Weighted average number of common shares outstanding – diluted (3)(4)
 35,918,916
   
Basic loss per common share $(4.71)
Diluted loss per common share $(4.71)
_____________________
(3)
Excludes weighted average common shares of 3,881,347 for the three months ended June 30, 2019 (Predecessor), 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 because the conversion of the shares would be anti-dilutive.
(4)
Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Combined Company’s 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the three months ended June 30, 2019, because to do so would have been anti-dilutive. For further details on the Warrant Transactions, see Note 5 in the fiscal year 2019 condensed consolidated financial statements.
Accumulated Other Comprehensive Loss
The following table sets forth the changes in the balances of each component offor accumulated other comprehensive lossincome (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, 2021$32,646 $(37,965)$(1,596)$(6,915)
Other comprehensive income (loss) before reclassification1,224 0 1,672 2,896 
Reclassified from accumulated other comprehensive loss0 0 (730)(730)
Net current period other comprehensive income (loss)1,224 0 942 2,166 
Foreign exchange rate impact48 (48)0 0 
Balance as of June 30, 2021$33,918 $(38,013)$(654)$(4,749)
  Successor
  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 before reclassification 3,159
 —
 (427) 2,732
Reclassified from accumulated other comprehensive income —
 —
 (454) (454)
Net current period other comprehensive income 3,159
 —
 (881) 2,278
Foreign exchange rate impact 53
 (53) —
 —
Balance as of June 30, 2020 $(13,228) $6,336
 $529
 $(6,363)
__________________________

(1)Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.
___________________________ 
(1)(2)Reclassification of amounts related to cash flow hedges were included as direct costs.
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.

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNote 10 — (Continued)
(Unaudited)

Note 14 — SEGMENT INFORMATION
The Company conducts business in 1 segment: aviation services. The aviation services global operations include 4 regions as follows: Europe, Caspian, Africa, the Americas and Asia Pacific. The Europe Caspian region comprises all of the Company’s operations and affiliates in Europe, and Central Asia, including Norway and the U.K. and Turkmenistan. The Africa region comprises all of the Company’s operations and affiliates on the African continent, including Nigeria and Egypt.Nigeria. The Americas region comprises all of the Company’s operations and affiliates in North America and South America, including Brazil, Canada, Colombia, Guyana, Suriname, Trinidad and the U.S. Gulf of Mexico. The Asia Pacific region comprises all of the Company’s operations and affiliates in Australia and Southeast Asia. Prior to the sale of BHLL and Aviashelf during the three months ended June 30, 2019 (Predecessor), the Company had operations in Sakhalin, Russia which is included in the Asia Pacific region. Prior to the sale of Eastern Airways on May 10, 2019 (Predecessor), the Company had fixed wing operations in the Europe Caspian region.
The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s condensed consolidated financial statements (in thousands):
Three Months Ended June 30,
 20212020
Region revenue from external customers:
Europe$174,314 $166,993 
Africa17,273 31,722 
Americas86,338 59,114 
Asia Pacific22,081 12,258 
Corporate and other596 106 
Total region revenue (1)
$300,602 $270,193 

_________________________________________________ 
  Successor  Predecessor
  Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
Region revenue from external customers:     
Europe Caspian $166,993
  $188,594
Africa 31,722
  49,516
Americas 59,114
  56,990
Asia Pacific 12,258
  37,811
Corporate and other 106
  265
Total region revenue (1)
 $270,193
  $333,176
Intra-region revenue:     
Europe Caspian $2
  $1,044
Africa —
  122
Americas 342
  1,311
Asia Pacific —
  44
Corporate and other —
  —
Total intra-region revenue $344
  $2,521
Consolidated revenue:     
Europe Caspian $166,995
  $189,638
Africa 31,722
  49,638
Americas 59,456
  58,301
Asia Pacific 12,258
  37,855
Corporate and other 106
  265
Intra-region eliminations (344)  (2,521)
Total consolidated revenue (1)
 $270,193
  $333,176
_____________ 
(1)The above table represents disaggregated revenue from contracts with customers except for the following (in thousands):
  Successor  Predecessor
  Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
Region revenue from external customers:     
Europe Caspian $342
  $304
Africa —
  —
Americas 9,011
  7,983
Asia Pacific 74
  81
Corporate and other 1,361
  —
Total region revenue $10,788
  $8,368
Three Months Ended June 30,
20212020
Revenues not from contracts with customers:
Europe$377 $342 
Americas(1)
7,539 10,372 
Asia Pacific88 74 
Corporate and other0 0 
Total region revenue$8,004 $10,788 
_________________________________________________ 

(1) Includes revenues of approximately $1.4 million from our unconsolidated affiliate in Canada, Cougar Helicopters Inc. (“Cougar”), previously included in Corporate and other for the three months ended June 30, 2020.
19

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Three Months Ended June 30,
 20212020
Earnings (losses) from unconsolidated affiliates, net – equity method investments:
Americas(1,517)(1,978)
Total losses from unconsolidated affiliates, net – equity method investments$(1,517)$(1,978)
Consolidated operating income (loss):
Europe$23,032 $27,312 
Africa(11,479)4,849 
Americas12,232 (13,002)
Asia Pacific(218)(1,528)
Corporate and other(36,297)(37,032)
Gain on disposal of assets499 5,522 
Total consolidated operating loss$(12,231)$(13,879)
Depreciation and amortization:
Europe$9,944 $8,212 
Africa2,676 1,317 
Americas5,752 2,955 
Asia Pacific1,948 2,006 
Corporate and other2,875 1,866 
Total depreciation and amortization$23,195 $16,356 
  Successor  Predecessor
  Three Months Ended  June 30, 2020  Three Months Ended  June 30, 2019
Earnings from unconsolidated affiliates, net of losses – equity method investments:     
Europe Caspian $25
  $171
Americas (2,003)  2,176
Total earnings from unconsolidated affiliates, net of losses – equity method investments $(1,978)  $2,347
      
Consolidated operating income (loss):     
Europe Caspian $27,312
  $11,807
Africa 4,849
  7,745
Americas (13,002)  3,568
Asia Pacific (1,528)  (12,434)
Corporate and other (37,032)  (28,641)
Gain (loss) on disposal of assets 5,522
  (3,787)
Total consolidated operating income (loss) $(13,879)  $(21,742)
      
Depreciation and amortization:     
Europe Caspian $8,212
  $12,439
Africa 1,317
  4,991
Americas 2,955
  6,880
Asia Pacific 2,006
  3,721
Corporate and other 1,866
  3,308
Total depreciation and amortization $16,356
  $31,339
  Successor
  
June 30,
2020
 March 31,
 2020
Identifiable assets:    
Europe Caspian $1,189,661
 $1,096,022
Africa 230,010
 235,165
Americas 605,188
 319,015
Asia Pacific 123,234
 166,229
Corporate and other (2)
 103,698
 128,830
Total identifiable assets $2,251,791
 $1,945,261
Investments in unconsolidated affiliates – equity method investments:    
Europe Caspian $597
 $575
Americas 55,578
 76,483
Total investments in unconsolidated affiliates – equity method investments $56,175
 $77,058

_____________ 
(2)
Includes $6.8 million and $7.8 million ofconstruction in progress within property and equipment on the Company’s condensed consolidated balance sheets as of June 30 and March 31, 2020 (Successor) , respectively, which primarily represents aircraft modifications and other miscellaneous equipment, tooling and building improvements currently in progress.
June 30, 2021March 31, 2021
Identifiable assets:
Europe$1,032,669 $1,026,042 
Africa145,279 179,445 
Americas535,288 579,169 
Asia Pacific72,304 102,169 
Corporate and other128,113 105,445 
Total identifiable assets$1,913,653 $1,992,270 
Investments in unconsolidated affiliates – equity method:
Europe$680 $679 
Americas1,736 3,851 
Total investments in unconsolidated affiliates – equity method$2,416 $4,530 

20

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto as well as Old Bristow’s Financial Statementsour Annual Report on Form 10-K for the fiscal year ended March 31, 20202021, filed with the Securities and Exchange Commission (the “fiscal year 2020 Financial Statements”“SEC”) and the related MD&A filed as exhibits to the Company’s Current Reports on Form 8-K filed on June 17, 2020 and July 1, 2020, (the “MD&A 8-K”), respectively.May 27, 2021. In the discussion that follows, the terms “Current Quarter” and “Comparable“Prior Year Quarter” refer to the three months ended June 30, 20202021 and 2019,2020, respectively. Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ending March 31, 20212022, is referred to as “fiscal year 2021.2022.”
Unless the context otherwise indicates, in this MD&A: (i) 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 its subsidiaries; (ii) “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; and (iii) “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.
Forward-Looking Statements
This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).amended. Forward-looking statements are statements about our future business, strategy, operations, capabilities and results: financial projections: plans and objectives of our management: expected actions by us and by third parties, including our customers, competitors, vendors and regulators: and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes”, “belief”, “forecasts”, “expects”, “plans”, “anticipates”, “intends”, “projects”, “estimates”, “may”, “might”, “will”, “would”, “could”, “should” or other similar words; however, all statements in this Quarterly Report, other than statements of historical fact or historical financial results, are forward-looking statements.
Our forward-looking statements reflect our views and assumptions on the date we are filing this Quarterly Report regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Accordingly, you should not put undue reliance on any forward-looking statements.
You should consider the following key factors when evaluating these forward-looking statements:
the COVID-19•The novel coronavirus pandemic (“COVID-19”) and related economic repercussions have resulted, and may continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services;
•expected cost synergies and other financial or other benefits of the Merger might not be realized within the expected time frames, might be less than projected or may not be realized at all;
•the ability to successfully integrate the operations, accounting and administrative functions of Era and Old Bristow;
•managing a significantly larger company than before the completion of the Merger;
•diversion of management time on issues related to integration of the Company;
•the increase in indebtedness as a result of the Merger;
•operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees and customers, may be greater than expected;
•our reliance on a limited number of customers and the reduction of our customer base as a result of bankruptcies or consolidation;
•the possibility that we may be unable to maintain compliance with covenants in our financing agreements;
•fluctuations in worldwide prices of and demand for oil and natural gas;
•fluctuations in levels of oil and natural gas exploration, development and production activities;
•fluctuations in the demand for our services;
21

•the possibility that we may impair our long-lived assets and other assets, including goodwill, inventory, property and equipment and investments in unconsolidated affiliates;
•our ability to implement operational improvement efficiencies with the objective of rightsizing our global footprint and further reducing our cost structure;
•the possibility of significant changes in foreign exchange rates and controls, including as a result of voters in the U.K. having approved the exit of the U.K. (“Brexit”)exited from the European Union (“E.U.”) (“Brexit”);
•the impact of continued uncertainty surrounding the affects Brexit negotiations;will have on the British, EU and global economies and demand for oil and natural gas;
•potential effects of increased competition;


•the inability to remediate therisk of future material weaknesses identified inwe may identify while we work to align policies, principles, and practices of the combined company following the Merger or any other failure by us to maintain effective internal controls over financial reporting relating to our monitoring control processes;controls;
•the possibility that we may be unable to re-deploy our aircraft to regions with greater demand;
•the possibility of changes in tax and other laws and regulations;regulations and policies, including, without limitation, actions of the Biden Administration that impact oil and gas operations or favor renewable energy projects in the U.S.;
•the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket;
•general economic conditions, including the capital and credit markets;
•the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely;
•the existence of operating risks inherent in our business, including the possibility of declining safety performance;
•the possibility of political instability, war or acts of terrorism in any of the countries where we operate;
•the possibility that reductions in spending on aviation services by governmental agencies could lead to modifications of our search and rescue (“SAR”) contract terms with the UK government, our contracts with the BSEEBureau of Safety and Environmental Enforcement ("BSEE") or delays in receiving payments under such contracts; and
•our reliance on a limited number of helicopter manufacturers and suppliers.
The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. For a more detailed descriptionAll forward-looking statements in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and are only made as of risk factors, please see the risks and uncertainties describeddate of this Quarterly Report. The forward-looking statements in the Company’s joint proxy and consent solicitation statement/prospectus (File No. 333-237557), filedthis Quarterly Report should be evaluated together with the SECmany uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Annual Report on May 5, 2020 (the “Joint Proxy Statement/Prospectus”)Form 10-K and under the heading “Risk Factors” and Part II Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q.
All forward-looking statements in this Quarterly Report are qualified by these cautionary statements and are only made as of the date of this Quarterly Report. We do not undertakedisclaim any obligation or undertaking, other than as required by law, to updateprovide any updates or reviserevisions to any forward-looking statements,statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise.

22

Executive Overview
Bristow Group Inc. is the leading global provider of innovative vertical flight solutions. We primarily provide aviation services to a broad base of major integrated, national and independent offshore energy companies. We also provide commercial search and rescue (“SAR”) services in Canada, Guyana, Norway, Suriname, Trinidad and the United States (“U.S.”)multiple countries and public sector SAR services in the United Kingdom (“U.K.”) on behalf of the Maritime & Coastguard Agency (“MCA”). Additionally, we offer other ad hoc helicopter and fixed wing transportation services.and other aviation related solutions. Our oil and gas customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, our customers also charter our helicopters to transport time-sensitive equipment to these offshore locations.
Our core business of providing aviation services to leading global oil and gasenergy companies and public and private sector SAR services, as well as other fixed wing transportation and ad hoc services provides us with geographic and customer diversity which helps mitigate risks associated with a single market or customer. We currently have customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K.U.K and the United States (“U.S.”).
Certain of our operations are subject to seasonal factors. For example, operations in the U.S. Gulf of Mexico are often at their highest levels from April to September, as daylight hours increase, and are at their lowest levels from December to February, as daylight hours decrease.
Recent Developments
Merger Involving Bristow Group Inc. See “Markets, Segment and Era Group Inc.
On January 23, 2020, Era, Merger Sub and Old Bristow entered into the Merger Agreement.   On June 11, 2020, 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 subsidiarySeasonality” in Item 1 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. 
The Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and remains the ultimate parent of the 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. Therefore, any information in this MD&A that is presented as of dates or for periods prior to the completion of the Merger, relates only to Old Bristow, and not the Company. Effective upon the closing of the Merger, the Company changed its fiscal year-end from December 31 to March 31, to correspond with Old Bristow’s fiscal year-end. 
For pro forma condensed consolidated financial statements of the Company giving effect to the Merger, refer to the unaudited pro forma condensed combined financial information filed as Exhibit 99.2 to our CurrentAnnual Report on Form 8-K filed10-K further discussion on June 17, 2020.
Impairment of Líder
In June 2020, upon evaluation of our investment in Líder Táxi Aéreo S.A. (“Líder”), an unconsolidated affiliate in Brazil, we recognized a non-cash impairment charge of $18.7 million. The Company initiated a partial dissolution process to exit its equity investment in Lider in July 2020. As a result of this process, the Company will no longer be a shareholder of Líder as of August 30, 2020.  The amount payable to the Company for its equity interests will be governed by the partial dissolution process set forth under the Brazilian Constitution.  

seasonality.
COVID-19
The COVID-19 pandemic has resulted in a global crisis, with many countries placing restrictions on national and international travel and instituting other measures, including, among other things, reducing or eliminating public gatherings by placing limits on such events, shuttering non-essential stores and services, encouraging voluntary quarantines and imposing involuntary quarantines, in an effort to reduce and slow the spread of COVID-19.COVID-19 and virus variants. The long-term impact of COVID-19 on the global economy is not yet known, but itpandemic has had a significant influence on economic activity and likely will continue to have a significant impact on the global economy in the near-to-medium-term, especially in light of recent resurgences of the virus, which in turn can cause volatility in global markets, generally, and in oil and natural gas prices.prices, more specifically. Financial markets have also experienced significant volatility.
The outbreak of COVID-19 caused a significant decrease in oil and natural gas prices in the first half of 2020 resulting from demand weakness and oversupply, which has adversely affected demand for our services. Ongoing economic repercussions of the COVID-19 pandemic may further depress the oil and gas market in the future, which may lead to additional decreases in capital spending by oil and natural gas companies. While the decrease in demand for our services resulting from the pandemic


and the oil and natural gas price environment has not had a material impact on our results of operation or financial condition to date, if our oil and natural gas customers were to further curtail capital spending or otherwise seek to reduce spending on offshore oil and natural gas production, exploration and development, it could result in a material adverse effect on our results of operation or financial condition.

Together with our customers, we have implemented several measures at our bases, based upon guidance from local public health authorities, to help protect employees and customers, including, but not limited to, measures to restrict access to sites, medical screenings/questionnaires prior to all flights, enhanced sanitization of aircraft and equipment, modification of aircraft and special protocols on travel and passenger transport, and we are also monitoring developments that may require or cause us to modify actions as appropriate. Many of our employees are deemed “essential” in the regions in which they operate and are therefore may continue performing their jobs notwithstanding guidance or orders of general applicability issued by governments requiring businesses to close, persons to shelter in place, borders to close and other similar actions. In addition, we have developed and are offering customers COVID-19 medevac transport in certain regions.
Recent Developments
Share Repurchases
In June 2021, the Company repurchased 933,208 shares of common stock in open market transactions for gross consideration of $25.1 million, which is an average cost per share of $26.89. After these repurchases, as of June 30, 2021, $39.9 million remained of the $75.0 million share repurchase program.
In July 2021, the Company repurchased an additional 547,596 shares of common stock for gross consideration of $14.9 million, which is an average cost per share of $27.24. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program.
23

Sale of Colombian Subsidiary
During the quarterthree months ended June 30, 2020 (Successor)2021, the Company sold its 75% interest in Hauser Investments Limited (“Hauser”), which owns 100% of Sicher Helicopters SAS (“Sicher”), a provider of helicopter services to Colombia’s oil and gas industry. The sale resulted in a $2.0 million loss included in loss on sale of subsidiaries on the Australiancondensed consolidated statement of operations.
Impairment of 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. During the three months ended June 30, 2021, upon evaluating its investment in PAS, the Company identified an indicator for impairment due to a decline in PAS’s performance. As a result, the Company performed a fair valuation of its investment in PAS resulting in a $16.0 million loss on impairment recorded during the three months ended June 30, 2021. As of June 30, 2021, the investment in PAS was $17.0 million and is included on the condesned consolidated balance sheets in investment in unconsolidated affiliates. PAS is carried at cost less impairment.
Columbia Helicopters Preference Claim Settlement
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 is considered a gain contingency and is expected to result in the receipt of a $9.0 million cash payment to be recognized in the second fiscal quarter.

Lines of Service
Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a Government services line of service which includes revenues from U.K. SAR, BSEE, and other government implemented significant travel restrictions within Australiacontracts. In addition, our Other activities and services (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Australia, severely impacting Airnorth operationsAsia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region in the Current Quarter. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s current lines of service.
Oil and Gas.The offshore oil and gas market is highly cyclical with demand highly correlated to the price of oil and gas, which tends to fluctuate depending on many factors, including global economic activity, levels of inventory and overall demand. In addition to the reductionprice of oil and gas, the availability of acreage and local tax incentives or disincentives and requirements for maintaining interests in generalleases affect activity levels in the oil and gas industry. Price levels for oil and gas by themselves can cause additional fluctuations by inducing changes in consumer behavior. The three main regions where we offer oil and gas transportation services are Europe, the Americas and Africa.
Government Services.Since 2015, we have been providing SAR services in the U.K. on behalf of the MCA. Additionally, we provide aviation activity dueservices to COVID-19 concerns. Airnorth providesvarious government agencies, globally.
Fixed Wing Services.Our fixed wing transportation services throughare currently operating in Australia and Nigeria, providing regular passenger transport (scheduled airline service with individual ticket sales) and charter services. As
Other Activities and Services.In order to diversify sources of our earnings and cash flow, we deploy a result,number of helicopters in support of other industries and activities, one of which includes entering into lease arrangements for our helicopters with operators primarily located in international markets such as Chile, Colombia, India, Mexico and Spain. The helicopters are contracted to non-governmental local helicopter operators, which often prefer to lease helicopters rather than purchase them. Leasing affords us the opportunity to access new markets without significant initial infrastructure investment and generally without ongoing operating risk, as well as countries where we made significant changesare not eligible to the near-term forecasted Airnorth cash flows, which are considered, along with the future uncertainty of longer-term forecasted cash flows, to be an indicator of impairment for the Airnorth asset group. We estimated future undiscounted cash flows to test the recoverability of the Airnorth asset group, requiring us to use significant unobservable inputs, including assumptions related to projected demand for servicesown and rates. Given the uncertainty of the future forecasted cash flows, we prepared a probability weighted scenario analysis. The analysis resulted in a determination that the Airnorth asset group was recoverable based on the comparison of the undiscounted cash flows to the carrying value of the asset group at June 30, 2020 (Successor). We will continue to monitor the impacts of the COVID-19 global pandemic on Airnorth operations and update this analysis should changes in facts and circumstances indicate a potential lack of recoverability in future periods.
Our Humberside Airport operations were similarly impacted by the COVID-19 global pandemic during the quarter ended June 30,2020 (Successor). Humberside Airport is an airport located near Humberside, England, which provides airport and related services to global and regional airlines. As a result of COVID-19, a significant customer temporarily suspended flight services into the airport, which was in addition to the decline in general aviation activity being experienced by all airlines and airports globally. We have made significant changes to the near-term forecasted Humberside Airport cash flows, which are considered, along with the future uncertainty of longer-term forecasted cash flows, to be an indicator of impairment for the Humberside Airport asset group. We estimated future undiscounted cash flows to test the recoverability of the Humberside Airport asset group, requiring us to use significant unobservable inputs, including assumptions related to projected demand for services and rates. Given the uncertainty of the future forecasted cash flows, we prepared a probability weighted scenario analysis. The analysis resulted in a determination that the Humberside Airport asset group was recoverable based on the comparison of the undiscounted cash flows to the carrying value of the asset group at June 30,2020 (Successor). We will continue to monitor the impacts of the COVID-19 global pandemic on the Humberside Airport operations and update this analysis should changes in facts and circumstances indicate a potential lack of recoverability in future periods.
Ourcontrol our own operating certificate. Revenues derived from oil and gas operations have experienced a reduction in flight hours during the quarter ended June 30, 2020 (Successor),services outside of our three major operating regions and we expect to continue to experience a reduction in flight hours and aircraft on contract in future periods as a result of the aforementioned global events. As a result, we made changes to the near-term forecasted oil and gas cash flows, which are considered, along with the future uncertainty of longer-term forecasted cash flows, to be an indicator of impairment for our oil and gas related property and equipment (the “oil and gas asset group”). We estimated future undiscounted cash flows to test the recoverability of the oil and gas asset group, requiring us to use significant unobservable inputs, including assumptions related to projected demand forother aviation services and rates. Given the uncertainty of the future forecasted cash flows, we prepared a scenario analysis providing for several potential estimated impacts in order to ensure the reasonableness of Bristow’s undiscounted cash flow analysis. The analysis resulted in a determination that the oil and gas asset group was recoverable based on the comparison of the undiscounted cash flows to the carrying value of the asset group at June 30, 2020 (Successor). We will continue to monitor the impacts of the COVID-19 global pandemic and changesnot included in the global energy markets on oil and gas operations and update this analysis should changes in facts and circumstances indicate a potential lackthree lines of recoverability in future periods.
Líder Táxi Aéreo S.A. (“Líder”), an unconsolidated affiliate of ours, indicated it experienced a decline in activity as a result of the aforementioned events andservice noted above are also indicated an expected decline in future business opportunities in its market as a result of the decline in oil prices leading to an evaluation of the investment for other-than-temporary impairment. As a result of the Merger, we may be required to dispose of our investment in Líder. This fact indicates we may not be able to hold the investment in Líder for the time period required to experience a recovery in the financial results of Líder necessary to assert there has been no other-


than-temporary impairment in the investment at June 30, 2020 (Successor). As a result, Bristow recorded a $18.7 million impairment to its investment in Líder during the quarter ended June 30,2020 (Successor).
reflected here.

24

Fleet Information
As of June 30, 2020 (Successor),2021, the aircraft in our fleet were as follows:
 Number of Aircraft
 Operating Aircraft   
TypeOwned
Aircraft		Leased
Aircraft		Aircraft
Held For Sale		Total AircraftMaximum
Passenger
Capacity
Average Age (years)(1)
Heavy Helicopters:
S-92A35 26 — 61 19 12 
S-92A U.K. SAR3 7 — 10 19 7 
H225— — 2 2 19 10 
AW1896 1 — 7 16 6 
AW189 U.K. SAR
11 — — 11 16 5 
55 34 2 91 
Medium Helicopters:
AW13952 7 — 59 12 10 
S-76 C+/C++17 — 4 21 12 13 
S-76D8 — — 8 12 7 
B2122 — — 2 12 39 
79 7 4 90 
Light—Twin Engine Helicopters:
AW1096 — — 6 7 15 
EC13510 — — 10 6 12 
16 — — 16 
Light—Single Engine Helicopters:
AS35017 — — 17 4 24 
AW11913 — — 13 7 15 
30 — — 30 
Total Helicopters180 41 6 227 12 
Fixed wing7 4 — 11 
UAV— 2 — 2 
Total Fleet187 47 6 240 
______________________
(1)Reflects the average age of helicopters that are owned.



25
  Number of Aircraft  
  Consolidated Affiliates    
  Operating Aircraft      
Type Owned
Aircraft		 
Leased
Aircraft (1)
 Aircraft
Held For Sale		 Consolidated Aircraft Maximum
Passenger
Capacity
Heavy Helicopters:          
S-92A 35
 32
 —
 67
 19
S-92A U.K. SAR 3
 7
 —
 10
 19
H225 2
 —
 10
 12
 19
AW189 6
 1
 —
 7
 16
AW189 U.K. SAR 
 11
 —
 —
 11
 16
  57

40

10

107
  
Medium Helicopters:          
AW139 53
 8
 —
 61
 12
S-76 C+/C++ 40
 —
 —
 40
 12
S-76D 10
 —
 —
 10
 12
B212 3
 —
 —
 3
 12
B412 —
 —
 2
 2
 13
  106

8

2

116
  
Light—Twin Engine Helicopters:          
AW109 6
 —
 —
 6
 7
EC135 10
 —
 —
 10
 6
BO 105 2
 —
 —
 2
 4
  18
 —
 —
 18
  
Light—Single Engine Helicopters:          
AS350 17
 —
 —
 17
 4
AW119 13
 —
 —
 13
 7
B407 19
 —
 —
 19
 6
  49
 —
 —
 49
  
Fixed wing 7
 5
 3
 15
  
UAV —
 2
 —
 2
  
Total 237
 55
 15
 307
  






The chart below presents the number of aircraft in our fleet and their distribution among the regionregions as of June 30, 2020 (Successor),2021, the number of helicopters which we had on order as of June 30, 2020 (Successor),2021, and the percentage of operating revenue which each of our regions provided during the Current Quarter. For additional information regarding our commitments and options to acquire aircraft, see Note 9 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.
Percentage
of Current
Quarter
Operating
Revenue		HelicoptersUAVFixed
Wing		 
 
Percentage
of Current
Quarter
Operating
Revenue
 Helicopters UAV 
Fixed
Wing (1)
   HeavyMediumLight TwinLight Single
Total (1)
 Heavy Medium Light Twin Light Single
Total (2) (4)
Europe Caspian 61% 75
 12
 —
 4
 2
 —
 93
Africa 12% 7
 25
 —
 —
 —
 3
 35
EuropeEurope57 %63 12 — 4 2 — 81 
Americas 22% 24
 74
 18
 45
 —
 —
 161
Americas29 %22 58 16 26 — — 122 
Asia Pacific 5% 1
 5
 —
 —
 —
 12
 18
Asia Pacific8 %— 2 — — — 9 11 
AfricaAfrica6 %6 18 — — — 2 26 
Total 100% 107
 116
 18
 49
 2
 15
 307
Total100 %91 90 16 30 2 11 240 
Aircraft not currently in fleet:                Aircraft not currently in fleet:
On order   3
 —
 5
 —
 —
 3
 11
On order3 — 5 — — — 8 
_____________ 
(1)
(1)Includes 47 leased aircraft as follows:
 HelicoptersUAVFixed Wing 
 HeavyMediumLight TwinLight SingleTotal
Europe28 1 — — 2 — 31 
Americas4 3 — — — — 7 
Asia Pacific— 2 — — — 3 5 
Africa2 1 — — — 1 4 
Total34 7 — — 2 4 47 



Airnorth operates a total of 12 fixed wing aircraft, which are included in the Asia Pacific region.
(2)
The average age of our helicopter fleet was approximately twelve years as of June 30, 2020 (Successor).
(3)
Includes 55 leased aircraft as follows:
26
  Successor
  Leased Aircraft in Consolidated Fleet
  Helicopters UAV Fixed Wing  
  Heavy Medium Light Twin Light Single  Total
Europe Caspian 31
 1
 —
 —
 2
 —
 34
Africa 3
 1
 —
 —
 —
 2
 6
Americas 6
 4
 —
 —
 —
 —
 10
Asia Pacific —
 2
 —
 —
 —
 3
 5
Total 40
 8
 —
 —
 2
 5
 55


Results of Operations
Management believes the comparison of the most recently completed quarter to the immediately preceding quarter provides more relevant information needed to understand and analyze the business. As such, pursuant to Item 303(c)(2)(ii) of Regulation S-K, we have elected to discuss any material changes in our results of operations by including a comparison of our most recently completed fiscal quarter to the immediately preceding fiscal quarter (the “Preceding Quarter”).
The following table presents our operating results and other statement of operations information for the applicable periodsthree months ended June 30, 2021 and three months ended March 31, 2021, (in thousands, except percentages):

 Three Months EndedFavorable
(Unfavorable)
 June 30, 2021March 31, 2021
Revenues:
Operating revenues$288,351 $281,519 $6,832 2.4 %
Reimbursable revenues12,251 11,813 438 3.7 %
Total revenues300,602 293,332 7,270 2.5 %
Costs and expenses:
Operating expenses
Personnel74,969 79,635 4,666 5.9 %
Repairs and maintenance60,465 62,293 1,828 2.9 %
Insurance5,367 5,344 (23)(0.4)%
Fuel16,665 13,280 (3,385)(25.5)%
Leased-in equipment26,852 27,604 752 2.7 %
Other30,185 30,139 (46)(0.2)%
Total operating expenses214,503 218,295 3,792 1.7 %
Reimbursable expenses12,114 11,697 (417)(3.6)%
General and administrative37,483 40,678 3,195 7.9 %
Merger related costs1,735 16,475 14,740 nm
Restructuring costs851 7,887 7,036 nm
Depreciation and amortization23,195 17,254 (5,941)(34.4)%
Total costs and expenses289,881 312,286 22,405 7.2 %
Loss on impairment(21,934)(1,182)(20,752)nm
Gain (loss) on disposal of assets499 (7,199)7,698 nm
Earnings from unconsolidated affiliates, net(1,517)(440)(1,077)nm
Operating loss(12,231)(27,775)15,544 nm
Interest income66 238 (172)(72.3)%
Interest expense(10,624)(12,108)1,484 12.3 %
Loss on extinguishment of debt— (28,515)28,515 nm
Reorganization items, net(446)(407)(39)(9.6)%
Loss on sale of subsidiaries(2,002)— (2,002)nm
Other, net6,184 7,037 (853)(12.1)%
Total other income (expense), net(6,822)(33,755)26,933 nm
Loss before benefit for income taxes(19,053)(61,530)42,477 69.0 %
Benefit for income taxes4,842 19,092 (14,250)nm
Net loss(14,211)(42,438)28,227 66.5 %
Net income (loss) attributable to noncontrolling interests14 (152)166 nm
Net loss attributable to Bristow Group Inc.$(14,197)$(42,590)$28,393 66.7 %
27

  Successor  Predecessor Favorable
(Unfavorable)
  Three Months Ended June 30, 2020  Three Months Ended  June 30, 2019 
Revenue:         
Operating revenue $261,508
  $316,576
 $(55,068) (17.4)%
Reimbursable revenue 8,685
  16,600
 (7,915) (47.7)%
Total revenues 270,193
  333,176
 (62,983) (18.9)%
          
Costs and expense:         
Operating expense 190,436
  257,759
 67,323
 26.1 %
Reimbursable expense 8,648
  16,134
 7,486
 46.4 %
Pre-petition restructuring charges —
  13,476
 13,476
 N/A
Depreciation and amortization 16,356
  31,339
 14,983
 47.8 %
General and administrative 52,943
  34,770
 (18,173) (52.3)%
Total costs and expenses 268,383
  353,478
 85,095
 24.1 %
          
Loss on impairment (19,233)  —
 (19,233) N/A
Gain (loss) on disposal of assets 5,522
  (3,787) 9,309
 N/A
Earnings (losses) from unconsolidated affiliates, net (1,978)  2,347
 (4,325) N/A
          
Operating loss (13,879)  (21,742) 7,863
 N/A
          
Interest income 262
  387
 (125) (32.3)%
Interest expense (12,504)  (26,708) 14,204
 (53.2)%
Reorganization items, net —
  (76,356) 76,356
 N/A
Gain on sale of subsidiaries —
  (56,303) 56,303
 N/A
Change in fair value of preferred stock derivative liability 15,416
  —
 15,416
 N/A
Bargain purchase gain 75,433
  —
 75,433
 N/A
Other income (expense), net 3,386
  (3,873) 7,259
 N/A
Total other income (expense) 81,993
  (162,853) 244,846
 N/A
Income (loss) before benefit for income taxes 68,114
  (184,595) 252,709
 N/A
Benefit for income taxes 3,290
  15,507
 (12,217) N/A
          
Net income (loss) 71,404
  (169,088) 240,492
 N/A
Net (income) loss attributable to noncontrolling interests 73
  (158) 231
 N/A
Net income (loss) attributable to Bristow Group Inc. $71,477
  $(169,246) $240,723
 N/A
          
Operating margin (5.3)%  (6.9)% 1.6% N/A
Revenues by Service Line. The table below sets forth the operating revenues earned by service line for the applicable periods (in thousands):

Three Months EndedFavorable
(Unfavorable)
June 30, 2021March 31, 2021
Oil and gas services:
Europe$99,901 $93,850 $6,051 6.4 %
Americas75,003 72,785 2,218 3.0 %
Africa14,692 18,976 (4,284)(22.6)%
Total oil and gas services189,596 185,611 3,985 2.1 %
Government services(1)
70,436 67,032 3,404 5.1 %
Fixed wing services24,654 22,013 2,641 12.0 %
Other services(2)
3,665 6,863 (3,198)(46.6)%
$288,351 $281,519 $6,832 2.4 %
__________________________ 
(1)Includes revenues of approximately $7.8 million related to government services that were previously included in the oil and gas and other service lines for the three months ended March 31, 2021.
(2)Includes Asia Pacific revenues of approximately $3.2 million that were previously included in the oil and gas service line for the three months ended March 31, 2021.
Operating Revenues. Operating revenues were $6.8 million higher in the three months ended June 30, 2021 (the “Current Quarter”) compared to the three months ended March 31, 2021 (the “Preceding Quarter”).
Operating revenues from oil and gas services were $4.0 million higher in the Current Quarter.
Operating revenues from oil and gas services in the Europe region were $6.1 million higher in the Current Quarter. Operating revenues in Norway and the U.K. were $3.7 million and $2.4 million higher, respectively, primarily due to higher utilization.
Operating revenues from oil and gas services in the Americas were $2.2 million higher in the Current Quarter primarily due to higher cash receipts from Cougar Helicopters Inc. (“Cougar”).
Operating revenues from oil and gas services in Africa were $4.3 million lower primarily due to the end of a customer contract and lower utilization.
Operating revenues from government services were $3.4 million higher in the Current Quarter primarily due to increased flight hours and the strengthening of the British pound sterling relative to the U.S. dollar.
Operating revenues from fixed wing services were $2.6 million higher in the Current Quarter primarily due to increased utilization in Australia.
Operating revenues from other services were $3.2 million lower primarily due to the end of a customer contract.
Operating Expenses. Operating expenses were $3.8 million lower in the Current Quarter. Personnel costs were $4.7 million lower in the Current Quarter primarily due to seasonal personnel cost variations in Norway. Maintenance costs were $1.8 million lower primarily due to the timing of repairs in fixed wing services in Australia. Lease costs were $0.8 million lower in the Current Quarter primarily due to lease return costs in the Preceding Quarter. Partially offsetting these lower costs were higher fuel costs of $3.4 million in the Current Quarter primarily due to higher fuel prices and increased flight hours.
General and Administrative. General and administrative expenses were $3.2 million lower in the Current Quarter primarily due to lower compensation expenses and decreased professional services fees.
Merger-related costs. Merger-related costs, which primarilyconsist of professional services fees and severance costs, were $1.7 million in the Current Quarter compared to $16.5 million in the Preceding Quarter.
Restructuring costs. Restructuring costs were $0.9 million in the Current Quarter compared to $7.9 million in the Preceding Quarter.
Depreciation and Amortization expenses. Depreciation and amortization expenses were $5.9 million higher in the Current Quarter primarily due to the addition of existing assets to the depreciation and amortization calculation.
28

Loss on Impairment. During the Current Quarter, the Company recognized a loss on impairment of $21.9 million, consisting of $16.0 million related to Petroleum Air Services (“PAS”), an unconsolidated affiliate in Egypt, and $5.9 million in connection with certain helicopters held for sale to reflect the helicopters at expected sales values.
Gain (Loss) on Disposal of Assets. During the Current Quarter, the Company sold two S76D medium helicopters, one B212 medium helicopter and other equipment resulting in gains of $0.5 million. During the Preceding Quarter, the Company disposed of five S-76C++ helicopters via sales-type lease agreements and disposed of three fixed wing aircraft for cash proceeds of $1.4 million, resulting in losses of $7.2 million.
Losses from Unconsolidated Affiliates. During the Current Quarter, the Company recognized losses of $1.5 million from unconsolidated affiliates compared to losses of $0.4 million in the Preceding Quarter.
Operating Income (Loss). Operating loss as a percentage of revenues was (4.2)% in the Current Quarter compared to (9.9)% in the Preceding Quarter. Operating loss in the Current Quarter was primarily due to loss on impairment. Operating loss in the Preceding Quarter was primarily due to Merger-related costs, restructuring costs, loss on disposal of assets and loss on impairment.
Loss on Sale of Subsidiary. During the Current Quarter, the Company recognized a $2.0 million loss on the sale of its subsidiary in Colombia.
Other Income (Expense), net. Other income, net of $6.2 million in the Current Quarter was primarily due to insurance proceeds of $3.7 million, government grants to fixed wing services of $2.7 million, and a favorable interest adjustment to the Company’s pension liability of $0.7 million, partially offset by a contingency reserve of $0.6 million and net foreign exchange losses of $0.4 million. Other income, net in the Preceding Quarter was $7.0 million primarily due to insurance proceeds of $2.6 million, government grants to fixed wing services of $3.8 million, a favorable release of a contract liability of $1.5 million, and a favorable interest adjustment to the Company’s pension liability of $1.0 million, partially offset by net foreign exchange losses of $1.7 million.
 Current QuarterPreceding QuarterFavorable
(Unfavorable)
 (In thousands)
Foreign currency gains (losses):
Foreign currency losses(386)(1,707)1,321 
Pension-related costs665 986 (321)
Other5,905 7,758 (1,853)
Other income (expense), net$6,184 $7,037 $(853)
Income Tax Benefit (Expense). Income tax benefit was $4.8 million in the current quarter compared to $19.1 million in the Preceding Quarter. The income tax benefit in the Current Quarter primarily related to changes in the blend of earnings, the tax impact of valuation allowances on the Company’s net operating losses and deductible business interest expense, and the tax impact of the PAS impairment loss.
29

The following table presents our operating results and other statement of operations information for three months ended June 30, 2021 and 2020, (in thousands, except percentages):
 Three Months Ended June 30,Favorable
(Unfavorable)
 20212020
Revenues:
Operating revenues$288,351 $261,508 $26,843 10.3 %
Reimbursable revenues12,251 8,685 3,566 41.1 %
Total revenues300,602 270,193 30,409 11.3 %
Costs and expenses:
Operating expenses
Personnel74,969 70,004 (4,965)(7.1)%
Repairs and maintenance60,465 50,853 (9,612)(18.9)%
Insurance5,367 4,620 (747)(16.2)%
Fuel16,665 7,820 (8,845)(113.1)%
Leased-in equipment26,852 30,098 3,246 10.8 %
Other30,185 24,160 (6,025)(24.9)%
Total operating expenses214,503 187,555 (26,948)(14.4)%
Reimbursable expenses12,114 8,648 (3,466)(40.1)%
General and administrative37,483 35,394 (2,089)(5.9)%
Merger related costs1,735 17,418 15,683 nm
Restructuring costs851 3,012 2,161 nm
Depreciation and amortization23,195 16,356 (6,839)(41.8)%
Total costs and expenses289,881 268,383 (21,498)(8.0)%
Loss on impairment(21,934)(19,233)(2,701)(14.0)%
Gain on disposal of assets499 5,522 (5,023)nm
Losses from unconsolidated affiliates, net(1,517)(1,978)461 23.3 %
Operating loss(12,231)(13,879)1,648 11.9 %
Interest income66 262 (196)(74.8)%
Interest expense(10,624)(12,504)1,880 15.0 %
Loss on extinguishment of debt— (615)615 nm
Reorganization items, net(446)— (446)nm
Loss on sale of subsidiaries(2,002)— (2,002)nm
Change in fair value of preferred stock derivative liability— 15,416 (15,416)nm
Bargain purchase gain— 75,433 (75,433)nm
Other, net6,184 4,001 2,183 54.6 %
Total other income (expense), net(6,822)81,993 (88,815)nm
Income (loss) before benefit (provision) for income taxes(19,053)68,114 (87,167)(128.0)%
Benefit for income taxes4,842 3,290 1,552 47.2 %
Net income (loss)(14,211)71,404 (85,615)(119.9)%
Net loss attributable to noncontrolling interests14 73 (59)nm
Net income (loss) attributable to Bristow Group Inc.$(14,197)$71,477 $(85,674)(119.9)%
30

Revenues by Service Line. The table below sets forth the operating revenues earned by service line for the applicable periods (in thousands):
Three Months Ended June 30,Favorable
(Unfavorable)
20212020
Oil and gas services:
Europe$99,901 $105,029 $(5,128)(4.9)%
Americas75,003 56,893 18,110 31.8 %
Africa14,692 30,015 (15,323)(51.1)%
Total oil and gas services189,596 191,937 (2,341)(1.2)%
Government services(1)
70,436 54,611 15,825 29.0 %
Fixed wing services24,654 11,559 13,095 113.3 %
Other services(2)
3,665 3,401 264 7.8 %
$288,351 $261,508 $26,843 10.3 %
__________________________ 
  Successor  Predecessor   
  Three Months Ended June 30, 2020  Three Months Ended June 30, 2019 Favorable
(Unfavorable)
Oil and gas:        
Europe Caspian $105,724
  $111,891
 $(6,167)(5.5)%
Americas 58,160
  56,036
 2,124
3.8 %
Africa 30,015
  42,835
 (12,820)(29.9)%
Asia Pacific 2,703
  14,152
 (11,449)(80.9)%
Total oil and gas 196,602
  224,914
 (28,312)(12.6)%
UK SAR Services 52,622
  56,079
 (3,457)(6.2)%
Fixed Wing Services 11,559
  35,318
 (23,759)(67.3)%
Other 725
  265
 460
173.6 %
  $261,508
  $316,576
 $(55,068)(17.4)%
(1)Includes revenues of approximately $2.0 million related to government services that were previously included in the oil and gas and other service lines for the three months ended June 30, 2020.
(2)Includes Asia Pacific and certain Europe revenues of approximately $3.5 million that were previously included in the oil and gas service line for the three months ended June 30, 2020.
Current Quarter compared to Prior Year Quarter
Operating Revenues.Operating revenues were $55.1$26.8 million lowerhigher in the Current Quarter compared to the three months ended June 30, 2020 (the "Current Quarter") compared to the three months ended June 30, 2019 (the "Prior“Prior Year Quarter"Quarter”).
Operating revenues from oil and gas operationsservices were $28.3$2.3 million lower in the Current Quarter.
Operating revenues from oil and gas operationsservices in Africa were $15.3 million lower primarily due to the end of customer contracts and lower utilization.
Operating revenues from oil and gas services in the Europe Caspian region were $6.2$5.1 million lower in the Current Quarter. Revenues in Norwaythe U.K. decreased $9.8by $11.7 million primarily due to lower utilization and the weakeningend of the Norwegian krone relative to the U.S. dollar. This decrease was partially offset by an increase in revenues in the U.K. of $3.6 million primarily due to an increase in utilization resulting from the commencement of short-termcustomer contracts, partially offset by lower utilization on existing customer contracts and the weakeningstrengthening of the British pound sterling relative to the U.S. dollar. Revenues in Norway increased by $6.7 million primarily due to strengthening of the Norwegian krone relative to the U.S. dollar and higher utilization in the Current Quarter.
Operating revenues from oil and gas operationsservices in the Americas were $18.1 million higher in the Current Quarter primarily due to the impact of the Merger.
Operating revenues from government services were $15.8 million higher in the Current Quarter primarily due to the impact of the Merger, strengthening of the British pound sterling relative to the U.S. dollar and an increase in flight hours.
Operating revenues from fixed wing services were $13.1 million higher in the Current Quarter primarily due to higher utilization.
Operating revenues from other services were $0.3 million higher primarily due to the impact of the Merger, partially offset by the end of a customer contract.
Operating Expenses. Operating expenses were $26.9 million higher in the Current Quarter. Repairs and maintenance costs were $9.6 million higher in the Current Quarter primarily due to the impact of the Merger, the timing of repairs and higher flight hours. Fuel expense was $8.8 million higher in the Current Quarter primarily due to higher fuel prices, the impact of the Merger, higher flight hours and unfavorable foreign exchange impacts. Other operating expenses were $6.0 million higher in the Current Quarter primarily due to the impact of the Merger, and increased activity. Personnel costs were $5.0 million higher in the Current Quarter primarily due to unfavorable foreign exchange impacts and the impact of the Merger. Insurance expense was $0.8 million higher in the Current Quarter primarily due to the impact of the Merger. These increases were partially offset by lower lease costs of $3.3 million in the Current Quarter primarily due to aircraft lease returns since the Prior Year Quarter.
General and Administrative. General and administrative expenses were $2.1 million higher in the Current Quarter primarily due to the addition of legacy Era’s operations upon conclusionimpact of the MergerMerger.
31

Merger-related costs. Merger-related costs, which primarilyconsist of professional services fees and an increase in search and rescue flight hours. These increasesseverance costs, were partially offset by lower utilization of small and medium helicopters$1.7 million in the U.S. Gulf of Mexico and Trinidad.
Operating revenues from oil and gas operations in Africa were $12.8Current Quarter compared to $17.4 million lower primarily due to lower utilization.
Operating revenues from oil and gas operations in the Asia Pacific region decreased by $11.4 million. The Prior Year Quarter included revenues of $5.6 million related to a business that was sold in the Prior Year Quarter. Revenues in Australia decreased $5.7
Restructuring costs. Restructuring costs were $0.9 million primarily due to lower utilization.
Operating revenues from U.K. SAR services were $3.5 million lower in the Current Quarter primarily duecompared to the weakening of the British pound sterling relative to the U.S. dollar and fewer flight hours.
Operating revenues from fixed wing services decreased by $23.8$3.0 million in the Current Quarter. Fixed wing services in the Prior Year Quarter included revenues from Eastern Airways, which was sold during the Prior Year Quarter, of $10.0 million. Revenues from fixed wing services in AustraliaQuarter.
Depreciation and Africa were $10.9 millionAmortization. Depreciation and $2.9 million lower, respectively, primarily due to lower utilization related to COVID-19.
Operating Expenses. Operatingamortization expenses were $67.3 million lower in the Current Quarter. Lease costs were $20.5 million lower in the Current Quarter primarily due to aircraft lease rejections in the Chapter 11 Cases prior to the Current Quarter and the absence of $10.8 million in net lease return costs incurred in the Prior Year Quarter. Personnel costs were $10.9 million lower primarily due to a reduction in headcount and the sale of Eastern Airways during the Prior Year Quarter, partially offset by an increase in personnel costs as a result of the increased headcount due to the Merger. Fuel expense was $11.6 million lower primarily due to a decrease in flight hours and a lower average fuel price. Maintenance costs were $8.3 million lower primarily due to lower power-by-the-hour ("PBH") expense related to fewer flight hours, partially offset by an increase in PBH amortization costs related to the recognition of a PBH asset as a result of fresh-start accounting. Insurance costs were $1.8 million lower in the Current Year Quarter primarily due to helicopter lease returns during and subsequent to the Prior Year Quarter. Other direct costs decreased $14.2 million, of which $4.3 million was due to the absence of Eastern Airways and the remaining decrease was primarily due to the decrease in activity, including lower travel and freight costs.
Pre-Petition Restructuring Charges. In the Prior Year Quarter, we incurred $13.5 million in professional fees prior to the petition date related to the Chapter 11 Cases.


General and Administrative. General and administrative expenses were $18.2$6.8 million higher in the Current Quarter primarily due to professional services fees and severance costs relatedthe addition of existing assets to the Merger.
Depreciation and Amortization. Depreciationdepreciation and amortization expense decreased by $15.0 million incalculation and the Current Quarter primarily due toimpact of the revaluation of assets in connection with our adoption of fresh-start accounting. We recorded all property and equipment at fair value upon emergence from Chapter 11 and made certain changes to the useful lives and salvage value of our assets.Merger.
Loss on Impairment. During the Current Quarter, wethe Company recognized a loss on impairment of our$21.9 million, consisting of $16.0 million related to PAS and $5.9 million in connection with certain helicopters held for sale to reflect the helicopters at expected sales values. During the Prior Year Quarter, the Company recorded a loss on impairment of its investment in LíderLider of $18.7 million and inventory impairment of $0.5 million.
Gain (Loss) on Disposal of Assets. During the Current Quarter, wethe Company sold two S76D medium helicopters, one heavyB212 medium helicopter and other equipment resulting in gainsa net gain of $5.5$0.5 million. During the Prior Year Quarter, wethe Company sold one mediumH225 heavy helicopter a fixed wing aircraft and other equipment resulting in lossesa net gain of $3.8$5.5 million.
EarningsLosses from Unconsolidated Affiliates, net of Losses.Affiliates. During the Current Quarter, wethe Company recognized losses of $2.0$1.5 million from our equity investmentsunconsolidated affiliates compared to gainslosses of $2.3$2.0 million in the Prior Year Quarter. The losses in the Current Quarter were primarily due to increased losses from our investment in Líder.
Operating Income (Loss). Operating loss as a percentage of revenues was 5.3%(4.2)% in the Current Quarter compared to 6.9%(5.3)% in the Prior Year Quarter. Operating loss in the Current Quarter was primarily due to losses on impairment. Operating loss in the Prior Year Quarter was primarily due to pre-petition restructuring costs, the recognition of lease returnlosses on impairment, Merger-related costs and the loss on disposal of assets, partially offset by net earnings from unconsolidated affiliates. Operating loss in the Current Quarter was primarily due to loss on impairment of our investment in Líder.restructuring costs.
Interest Expense. Interest expense was $14.2$1.9 million lower in the Current Year Quarter primarily due to lower debt balances and the absence of the amortization of deferred financing fees as these fees were written-off as a result of Chapter 11. These decreases were partially offset by increased debt discount amortization related to the fair valuing of debt as a result of fresh-start accounting.
Reorganization Items, net. Reorganization items incurred in the Prior Year Quarter related to the Chapter 11 Cases and consisted of the write-off of debt discount of $30.2 million, lease termination costs of $26.1 million, professional fees of $15.5 million and the write-off of deferred financing costs of $4.6 million.balances.
Loss on sale of Subsidiaries.subsidiaries. During the Current Quarter, the Company recognized a loss of $2.0 million on the sale of its subsidiary in Colombia.
Change in fair value of preferred stock derivative liability. During the Prior Year Quarter, Old Bristow recognized a $15.4 million gain on the change in fair value of preferred stock derivative liability.
Bargain Purchase Gain. During the Prior Year Quarter, we sold two subsidiaries, Eastern Airways and Aviashelf, resulting in losses of $46.9 million and $9.5 million, respectively.
Change in Fair Value of Preferred Stock Derivative. During the Current Quarter, we recognized a benefit of $15.4 million related to a decrease in the fair value of preferred stock derivative.
Gain on Bargain Purchase. During the Current Quarter, weCompany recognized a bargain purchase gain of $75.4 million related to the Merger. The net tangible and intangible assets acquired, and liabilities assumed in connection with the Merger, were recorded at their acquisition date fair values.  The excess of the fair value of Era’s identified assets acquired and liabilities assumed was recognized as a gain.
Other Income (Expense), net. Other income, (expense), net consisted of the following (in thousands):
  Successor  Predecessor Favorable
(Unfavorable)
  Current Quarter  Prior Year Quarter
        
Foreign currency gains (losses) by region:       
Europe Caspian $359
  $(3,824) $4,183
Africa (840)  (233) (607)
Americas (1,101)  326
 (1,427)
Asia Pacific 3,794
  (270) 4,064
Corporate and other (838)  1,071
 (1,909)
Foreign currency gains (losses) 1,374
  (2,930) 4,304
Pension-related costs 860
  (952) 1,812
Other 1,152
  9
 1,143
Other income (expense), net $3,386
  $(3,873) $7,259
Transaction gains and losses represent the revaluation of monetary assets and liabilities from the currency that will ultimately be settled into the functional currency of the legal entity holding the asset or liability. The most significant items revalued are denominatedwas $6.2 million in U.S. dollars on entities with British pound sterling and Nigerian naira functional currencies and denominated in British pound sterling on entities with U.S. dollar functional currencies with transaction gains or losses primarily resulting from the strengthening or weakening of the U.S. dollar versus those other currencies.


Income Tax Benefit (Expense).
The Company’s effective tax rate was (4.8)% and 8.4% during the Current Quarter and Prior Year Quarter, respectively. The change in the Company’s effective tax rate excluding discrete items for the Current Quarter compared to $4.0 million in the Prior Year Quarter. Other income, net in the Current Quarter was primarily due to insurance proceeds of $3.7 million, government grants to fixed wing services of $2.7 million, and a favorable interest adjustment to the Company’s pension liability of $0.7 million, partially offset by a contingency reserve of $0.6 million and net foreign exchange losses of $0.4 million. Other income, net in the Prior Year Quarter was primarily due to government grants to fixed wing services of $1.4 million, net foreign exchange gains of $1.4 million, and a favorable interest adjustment to the Company’s pension liability of $0.9 million as shown in the table below.
 Current QuarterPrior Year QuarterFavorable
(Unfavorable)
 (In thousands, except percentages)
Foreign currency gains (losses):
Foreign currency gains (losses)(386)1,374 (1,760)
Pension-related costs665 860 (195)
Other5,905 1,767 4,138 
Other income (expense), net$6,184 $4,001 $2,183 
Income Tax Benefit (Expense). Income tax benefit was $4.8 million in the Current Quarter compared to $3.3 million in the Prior Year Quarter. The income tax benefit in the Current Quarter primarily related to changes in the blend of earnings, taxed in relatively high taxed jurisdictions versus low taxed jurisdictions, releasesthe tax impact of valuation allowances on the Company’s net operating losses in certain foreign jurisdictions and nondeductible professional fees related todeductible business interest expense, and the Merger.tax impact of the PAS impairment loss.
32

Liquidity and Capital Resources
General
Our ongoing liquidity requirements arise primarily from working capital needs, meeting our capital commitments (including the purchase of helicopters and other equipment) and the repayment of debt obligations. In addition, we may use our liquidity to fund acquisitions, repay debt, repurchase shares or debt securities or make other investments. Our primary sources of liquidity are cash balances and cash flows from operations, borrowings under our ABL and, from time to time, we may obtain additional liquidity through the issuance of equity, or debt or other financing options or through asset sales.
Summary of Cash Flows
Successor  PredecessorThree Months Ended June 30,
Three Months Ended  June 30, 2020  Three Months Ended  June 30, 201920212020
(in thousands) (in thousands)
Cash flows provided by or (used in):    Cash flows provided by or (used in):
Operating activities$(6,866)  $(36,762)Operating activities$36,441 $(6,866)
Investing activities149,052
  (27,113)Investing activities6,802 149,052 
Financing activities(78,194)  59,748
Financing activities(27,690)(78,194)
Effect of exchange rate changes on cash, cash equivalents and restricted cash302
  1,840
Effect of exchange rate changes on cash, cash equivalents and restricted cash2,042 302 
Net increase (decrease) in cash, cash equivalents and restricted cash$64,294
  $(2,287)
Net increase in cash, cash equivalents and restricted cashNet increase in cash, cash equivalents and restricted cash$17,595 $64,294 
Operating Activities
NetCash flows provided by operating activities were $36.4 million during the Current Quarter compared to cash flows used in operating activities wereof $6.9 million and $36.8 million during the Prior Year Quarter. Operating income before depreciation, impairment charges and losses on asset dispositions, net was $15.8 million higher in the Current Quarter compared to the Prior Year Quarter primarily due to lower Merger-related and Comparable Quarter, respectively. restructuring costs.
During the Current Quarter, changes in working capital provided cash flows of $2.5 million primarily due to a decrease in accounts receivables. During the Prior Year Quarter, changes in working capital used cash flows of $29.3 million primarily due to a decrease in accrued liabilities. During the Comparable Quarter, changes in working capital used cash flows of $4.7 million primarily due to aliabilities and an increase in accounts receivableinventory and other assets partially offset by an increaseassets.
Cash paid for interest expense and income taxes was $1.2 million and $3.0 million, respectively, in accounts payablethe Current Quarter compared to $8.3 million and other accrued liabilities.$2.3 million, respectively, in the Prior Year Quarter.
Investing Activities
During the Current Quarter, net cash provided by investing activities was $6.8 million primarily as follows:
•Proceeds of $10.6 million from the sale or disposal of aircraft and certain other equipment, partially offset by
•Cash transferred in the sale of a subsidiary of $0.9 million, and
•Capital expenditures of $3.0 million.
During the Prior Year Quarter, net cash provided by investing activities was $149.1 million primarily as follows:
•Increase in cash from the Merger of $120.2$120.2 million,,
•Non-refundable deposits on assets held for sale of $20.0 million, and
•Proceeds of $11.7 million from the sale or disposal of one aircraft and certain other equipment, partially offset by
•Capital expenditures of $2.8 million.
During the Comparable Quarter, net cash used in investing activities was $27.1 million primarily as follows:
Net payments of $22.9 million for the disposal of Eastern Airways, BHLL and Aviashelf, and
•
Capital expenditures of $7.4 million, partially offset by
•Proceeds of $3.2 million from the sale or disposal of two aircraft and certain other equipment.$2.8 million.
Financing Activities
During the Current Quarter, net cash used in financing activities was $78.2$27.7 million primarily as follows:
•Share repurchases of $21.8 million,
•Net repayments of debt and redemption premiums were $73.4of $4.0 million, and


•Share repurchasesPayment on debt issuance costs of $4.8 million.$1.9 million.
During the ComparablePrior Year Quarter, net cash provided byused in financing activities was $59.7$78.2 million primarily as follows:
33
•Borrowings under the Term Loan Agreement were $75.6 million,
•Debt issuance costs of $10.0 million, and
•Net repayments of debt were $5.8and redemption premiums of $73.4 million, and
•Share repurchases of $4.8 million.
Short and Long-Term Liquidity Requirements
We anticipate that we will generate positive cash flows from operating activities and that these cash flows will be adequate to meet our working capital requirements. To support our capital expenditure program and/or other liquidity requirements, we may use any combination of operating cash flow, cash balances, orborrowings under our ABL, proceeds from sales of assets, issue debt or equity, or other financing options.
Our availability of long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our requirements for working capital, debt service, capital expenditures and a reasonable return on investment. While the COVID-19 pandemic, in general, and the related decrease in oil and natural gas prices, more specifically, have not had a material impact on our liquidity, a sustained environment of depressed oil and natural gas prices could affect capital spending for offshore oil and gas exploration, drilling and production, which in turn could affect our business and liquidity. As of June 30, 2020,2021, we had $259.9$244.7 million of unrestricted cash and $38.8$54.1 million of remaining availability under our amended asset-backed revolving credit facility (the “ABL Facility”) for total liquidity of $298.7$298.8 million. Borrowings under the amended ABL Facility are subject to certain conditions and requirements.
As of June 30, 2020,2021, approximately 43%77% of our total cash balance was held outside the U.S. and is generally used to meet the liquidity needs of our non-U.S. operations. Most of our cash held outside the U.S. could be repatriated to the U.S., and any such repatriation could be subject to additional taxes. If cash held by non-U.S. operations is required for funding operations in the U.S., we may make a provision for additional taxes in connection with repatriating this cash, which is not expected to have a significant impact on our results of operations.
The significant factors that affect our overall liquidity include cash from or used to fund operations, capital expenditure commitments, debt service, pension funding, adequacy of bank lines of credit and the Company’s ability to attract capital on satisfactory terms.
We believe we have enough liquidity to weather the current COVID-19 crisis, while continuing to fulfill our debt obligations. Management will continue to closely monitor our liquidity, the credit markets and oil and gas prices.
Debt Obligations
TotalOur principal debt (excluding unamortized discounts)balance as of June 30, 2020 (Successor)2021, was $645.8 million. The following table summarizes$541.6 million primarily comprised of the contractual maturity dates for our significant debt as6.875% Senior Notes due in March 2028 and two tranches of Junethe Lombard Debt due December 29, 2023 and January 30, 2020 (Successor):
DebtMaturity Date
Promissory notesDecember 2020
7.750% Senior NotesDecember 15, 2022
Macquarie DebtMarch 6, 2023
Lombard DebtDecember 29, 2023 and January 30, 2024
PK Air DebtJanuary 13 and 27, 2025
2024, respectively.
Currently, we do not believe the conditions caused by COVID-19 will affect our abilitywe are able to meet the maintenance and other covenants in our debt instruments.
See further discussionLease Obligations
We have non-cancelable operating leases in connection with the lease of outstanding debt as of June 30, 2020 (Successor)certain equipment, including leases for aircraft, and land and facilities used in Note 6 of the condensed consolidated financial statements.


Pension Obligations
our operations. The related lease agreements, which range from non-cancelable and month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options. As of June 30, 2020 (Successor), we had recorded on our balance sheet a net $13.1 million pension liability related to the Bristow Helicopters Limited and Bristow International Aviation (Guernsey) Limited (“BIAGL”) pension plans. The liability represents the2021, aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 47 aircraft, were as follows (in thousands):
AircraftOtherTotal
Fiscal year ending March 31,
2022(1)
57,378 9,509 $66,887 
202357,897 10,689 68,586 
202445,362 9,723 55,085 
202528,370 7,632 36,002 
20262,170 6,637 8,807 
Thereafter— 21,003 21,003 
$191,177 $65,193 $256,370 
____________________ 
(1)Reflects the present valueamounts remaining for the nine months ended March 31, 2022.
During the three months ended June 30, 2021 and 2020, we recognized $27.5 million and $30.9 million of operating lease expense, respectively.
Cash paid for amounts included in the measurement of lease liabilities during the three months ended June 30, 2021 and 2020 was $24.4 million and $27.8 million, respectively.
34

From time to time we may, under favorable market conditions and when necessary, enter into opportunistic aircraft lease agreements in support of our global operations. The following table reflects the timing of our current contractual lease expirations by fiscal year and aircraft type. The timing and amounts shown below do not factor in any potential renewals that management may consider to ensure sufficient aircraft availability to meet future demand and activity levels.
2022(1)
202320242025 and Beyond
Aircraft type:
S-92A1121010
AW189— 1— — 
AW139412— 
Fixed wing/ UAV24— — 
17 8 12 10 
___________________________
(1)FY22 includes leases that have already been returned as well as leases that will expire during the remainder of the defined benefit pension plan liabilities over the fair value of plan assets that existed at that date. The minimum funding rules of the U.K. require the employer to agree to a funding plan with the plans’ trustee for securing that the pension plan has sufficient and appropriate assets to meet its technical provisions liabilities. In addition, where there is a shortfall in assets against this measure, we are required to make scheduled contributions in amounts sufficient to bring the plan up to 100% funded as quickly as can be reasonably afforded. The employer contributions for the main U.K. pension plan for the Combined Fiscal Year 2020, the Predecessor Fiscal Year 2019 and the Predecessor Fiscal Year 2018 were £12.7 million ($16.2 million), £12.7 million ($16.6 million), and £12.8 million ($17.0 million), respectively. See further discussion of pension plans in Note 12 to the condensed consolidated financial statements.fiscal year.

Contractual Obligations and Commercial Commitments
We have various contractual obligations that are recorded as liabilities on our condensed consolidated balance sheet. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities on our condensed consolidated balance sheet such as certain minimum lease payments for the use of property and equipment under operating lease agreements we are contractually committed to make.
As of June 30, 2020,2021, we had unfunded capital commitments of $81.2$86.0 million, consisting primarily of agreements to purchase helicopters, including three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2022. Delivery dates for the AW169 helicopters have yet to be determined. These commitments are payable beginning in fiscal year 2021 through fiscal year 2022, and all of the commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability to us other than aggregate liquidated damages of $2.1 million. If we do not exercise our rights to cancel these capital commitments, we expect to finance the remaining acquisition costs for these helicopters through a combination of cash on hand, cash provided by operating activities, asset sales and financing options.
In addition, we had outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal yearyears 2022 and fiscal year 2023.
We had $15.0$21.1 million of other purchase obligations representing non-cancelable PBH maintenance commitments.commitments and unfilled purchase orders for aircraft parts..
Off Balance Sheet Arrangements
35
On occasion, we and our partners will guarantee certain obligations on behalf of our subsidiaries and affiliates. As of June 30, 2020, we had no such guarantees in place. Letters of credit issued under the ABL Facility in the aggregate face amount of $10.0 million were outstanding on June 30, 2020 (Successor).



Selected Financial Information on Guarantors of Securities
Era Group Inc., renamedOn February 25, 2021, Bristow Group Inc. (“the Parent”) upon closing of the Merger, issued its 7.750%6.875% Senior Notes due 2022 in a registered exchange offer on June 10, 20132028 (the “Registered Notes”). The Registered Notes, issued under an indenture, are fully and unconditionally guaranteed as to payment by a number of subsidiaries of the Parent (collectively, the “Guarantors”). The Parent is a holding company with no significant assets other than the stock of its subsidiaries. In order to meet its financial needs and obligations, the Parent relies exclusively on income from dividends and other cash flow from such subsidiaries. The subsidiary guarantees provide that, in the event of a default on the Registered Notes, the holders of the Registered Notes may institute legal proceedings directly against the Guarantors to enforce the guarantees without first proceeding against the Parent.
None of the non-Guarantor subsidiaries of the Parent are under any direct obligation to pay or otherwise fund amounts due on the Registered Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. If such subsidiaries are unable to transfer funds to the Parent or Guarantors and sufficient cash or liquidity is not otherwise available, the Parent or Guarantors may not be able to make principal and interest payments on their outstanding debt, including the Registered Notes or the guarantees. We believe the following selected financial information of the Guarantors presents a sufficient financial position of Bristow Group Inc. to continue to fulfill its obligations under the requirements of the Registered Notes. This selected financial information should be read in conjunction with the accompanying condensed consolidated financial statements and notes (amounts shown in thousands).
June 30, 2021March 31, 2021
Current assets$577,423 $798,189 
Non-current assets$1,352,331 $1,686,646 
Current liabilities$292,358 $224,078 
Non-current liabilities$762,214 $1,112,490 
Three Months Ended June 31, 2021
Total revenues$300,603 
Operating income (expense)$4,939 
Net income (loss)$(5,249)
Net income (loss) attributable to Bristow Group$(5,235)
  Successor
  June 30, 2020
   
Current assets $576,817
Non-current assets $1,429,049
Current liabilities $329,645
Non-current liabilities $631,451
   
  Successor
  Three Months Ended  June 30, 2020
Total revenues $52,120
Operating income (expense) $(23,274)
Net income (loss) $(6,044)
Net income (loss) attributable to Bristow Group $(6,055)
Critical Accounting Policies and Estimates
See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” inof the MD&A 8-Kthe Annual Report on Form 10-K for a discussion of our critical accounting policies.estimates. There have been no material changes to our critical accounting policies and estimates provided insince the MD&A 8-K.Annual Report on Form 10-K.
For discussion of recent accounting pronouncements and accounting changes, see Part I, Item 1. Financial Statements, Note 1 of this Quarterly Report on Form 10-Q.
Item 3.    Quantitative and Qualitative Disclosures about Market Risk.
We are subject to certain market risks arising from the use of financial instruments in the ordinary course of business. This risk arisesThese risks arise primarily as a result of potential changes in the fair market value of financial instruments that would result from adverse fluctuations in foreign currency exchange rates, credit risk, and interest rates.
For additional information about our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” inof the MD&A 8-K.
Market Risk
On June 30, 2020, Brent crude oil prices closed at $39.27 per barrel having previously closed at $20.51 per barrelAnnual Report on Form 10-K. Our exposure to market risk has not changed materially since March 31, 2020, declining from $61.14 per barrel closing price on December 31, 2019. A combination of factors led to this decline and continued volatility, including an increase in low-priced oil from Saudi Arabia supplied into the market coupled with Russia’s position to abstain from participating in the supply reduction agreement with the Organization of the Petroleum Exporting Countries (“OPEC”) and the reduction in demand for oil due to the global COVID-19 pandemic. We are continuing to closely monitor our exposure to this risk and the potential impacts on our business.



Foreign Currency Risk
Our primary foreign currency exposure is to the British pound sterling, the euro, the Australian dollar, the Norwegian kroner, the Nigerian naira and the Brazilian real. The value of these currencies has fluctuated relative to the U.S. dollar as indicated in the following table:2021.
36
 Three Months Ended June 30, 2020 
Three Months Ended
March 31, 2020
One British pound sterling into U.S. dollars   
High1.28
 1.32
Average1.24
 1.28
Low1.21
 1.15
At period-end1.24
 1.24
One euro into U.S. dollars   
High1.14
 1.14
Average1.10
 1.10
Low1.08
 1.07
At period-end1.12
 1.10
One Australian dollar into U.S. dollars   
High0.70
 0.70
Average0.66
 0.66
Low0.60
 0.58
At period-end0.69
 0.61
One Norwegian kroner into U.S. dollars   
High0.1079
 0.1139
Average0.1000
 0.1058
Low0.0928
 0.0856
At period-end0.1037
 0.0952
One Nigerian naira into U.S. dollars   
High0.0026
 0.0028
Average0.0026
 0.0027
Low0.0026
 0.0026
At period-end0.0026
 0.0026
One Brazilian real into U.S. dollars   
High0.2043
 0.2486
Average0.1862
 0.2258
Low0.1688
 0.1928
At period-end0.1821
 0.1928
______________________ 
Source: FactSet
Other income (expense), net, in the Company’s condensed consolidated statements of operations includes foreign currency transaction gains and losses as shown in the following table. Earnings from unconsolidated affiliates, net of losses, are also affected by the impact of changes in foreign currency exchange rates on the reported results of the Company’s unconsolidated affiliates as shown in the following table (in thousands):
  Successor
  Three Months Ended  June 30, 2020 
Three Months Ended
March 31, 2020
     
Foreign currency transaction gains (losses) 1,374
 (14,801)
Foreign currency transaction gains (losses) from earnings from unconsolidated affiliates, net of losses (5,042) (115)

Transaction gains and losses represent the revaluation of monetary assets and liabilities from the currency that will ultimately be settled into the functional currency of the legal entity holding the asset or liability. The most significant items revalued are denominated in U.S. dollars on entities with British pound sterling and Nigerian naira functional currencies and denominated in British pound sterling on entities with U.S. dollar functional currencies, with transaction gains or losses primarily resulting from the strengthening or weakening of the U.S. dollar versus those other currencies.


Item 4.    Controls and Procedures.
At the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision of and withWith the participation of our management, including Christopher S. Bradshaw, our Chief Executive Officer (“CEO”), and Jennifer Whalen, our Chief Financial Officer (“CFO”), ofmanagement evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Due solely to the existence as of the material weaknesses described below,end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation, our CEOprincipal executive officer and CFO haveprincipal financial officer concluded ourthat the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance that the information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms and that information relating to us (including our consolidated subsidiaries) required to be disclosed is accumulated and communicated to management, including the CEO and CFO, to allow timely decisions regarding required disclosure
Material Weakness in Internal Control Over Financial Reporting
In connection with its evaluation of internal control over financial reporting for the fiscal years ended March 31, 2018 and 2019, management of Old Bristow identified the following material weaknesses which have not been remediated as of June 30, 2020.
Control Environment. We did not maintain an effective control environment as we had an insufficient complement of resources with an appropriate level of knowledge, expertise and skills commensurate with our financial reporting requirements in certain areas. The material weakness contributed to additional control deficiencies, as we did not maintain effective internal controls over monitoring of debt covenant compliance as described below and certain areas of asset impairment testing including the review of certain key assumptions and asset grouping determinations, none of which resulted in a misstatement of the condensed consolidated financial statements. In addition, we determined the insufficient complement of resources, resulted in an additional material weakness within our Risk Assessment process as described further below. This deficiency was originally identified in the fiscal year ended March 31, 2019.
Risk Assessment. We concluded, as a result of the control environment deficiency above, there exists a material weakness within our risk assessment process, specifically, the process to identify the potential for management override of controls at locations not operating on our centralized enterprise resource planning (“ERP”) system and the process to identify and assess changes that could significantly impact our system of internal control, specifically, changes within our capital structure which resulted in more onerous non-financial debt covenants. This material weakness contributed to additional control deficiencies, as the Company did not maintain effective internal controls over (i) debt covenant compliance monitoring as described above, (ii) verification of the review of journal entries are performed by individuals separate from the preparer as described further below in certain locations, and (iii) the reassessment of accounting for certain elements of our accounting for investments in unconsolidated affiliates. This deficiency was originally identified in the fiscal year ended March 31, 2019.
Debt Covenant Compliance. We identified a material weakness in our internal controls over financial reporting for monitoring of compliance with non-financial covenants within certain secured financing and lease agreements. This deficiency was originally identified in the fiscal year ended March 31, 2018.
Journal Entries. The Company failed to design and maintain effective controls over the review, approval, and documentation of manual journal entries at our subsidiary, Airnorth, which is not operating on our centralized ERP system. There were ineffective internal controls over the review of journal entries at this subsidiary by individuals separate from the preparer. Management concluded this represented a material weakness in our internal control over financial reporting. This deficiency was originally identified in the fiscal year ended March 31, 2019.
REMEDIATION PLAN FOR MATERIAL WEAKNESSES
Management and the board of directors take internal control over financial reporting and the integrity of financial statements seriously. Management and the board of directors are committed to maintaining a strong internal control environment and will make every effort to ensure that the material weakness described above will be promptly remediated, however, no material weakness can be considered remediated until the applicable remedial control is implemented and operates for a sufficient period of time to allow management to conclude, through testing, that this remediation plan is implemented and the control is operating effectively. Our remediation plans for each of the material weaknesses are described below.
Control Environment. In response to the material weakness described above, we are actively evaluating and implementing certain organizational enhancements, including: (i) augmenting our treasury and legal teams with additional internal or external professionals with the appropriate levels of knowledge, expertise, and skills in the area of non-financial debt covenant compliance monitoring, (ii) augmenting our financial planning and analysis team with additional internal or external professionals with the appropriate level of knowledge, expertise and skills to enhance the level of precision at which our internal controls over financial reporting related to asset impairment assessments are performed and (iii) augmenting our technical accounting team with additional


internal or external professionals with the appropriate levels of knowledge, expertise and skills to assist in the evaluation of asset impairment assessments. In order to consider this material weakness remediated, we believe additional time is needed to evaluate and implement the necessary organizational enhancements and demonstrate sustainability as it relates to the revised controls.
Risk Assessment. In response to the material weakness described above, we are actively enhancing our risk assessment process to better identify, evaluate and monitor changes that could significantly impact our system of internal control. These enhancements include the establishment of a charter for, and the formation of, a formal Enterprise Risk Management Committee responsible for defining and continually evaluating our enterprise risk assessment objectives, overseeing the Company’s enterprise risk assessment process and ensuring the Company responds appropriately to identified risks through the selection and development of control activities responsive to the identified risks. In order to consider this material weakness remediated, we believe additional time is needed to finalize and implement the enhanced procedures and demonstrate sustainability as it relates to the revised controls.
Debt Compliance. In response to the material weakness described above, we will continue the ongoing implementation of our remediation plan, that includes the formal establishment of a debt and lease compliance program with the specific objective of creating a sustainable and executable compliance process that can be repeated on a recurring basis to ensure timely monitoring of compliance with covenants and provisions. We are actively implementing this compliance program by executing the following:
Development of a more complete reporting process to ensure information gathered or created by our separate control processes throughout the business are reported to the appropriate level of management with the responsibility for reporting on debt and lease agreement compliance. We have implemented a third-party debt compliance software to assist with monitoring compliance with covenants and requirements of our financing and helicopter lease agreements throughout the organization. The software provides a reminder and required reporting task on a sufficiently recurring basis for subject matter experts within the business to report potential compliance issues for evaluation resolution by our management.
Implementation of new or redesigned processes, where necessary, for compliance with collateral maintenance requirements under our debt and lease agreements, specifically, tracking the movement of collateral throughout our operations. We have implemented a manual engine tracking process supported by our maintenance, treasury and legal teams.
Establishment of procedures for reassessment of our debt and lease compliance program in response to changes in operations or agreements, to ensure timely actions are taken when risks change.
Evaluation of the current process and expected changes to ensure a sufficient complement of resources with an appropriate level of knowledge, expertise and skills commensurate with our non-financial debt covenant compliance monitoring requirements. We expect the changes when fully implemented, to necessitate the need to augment certain of our teams with additional internal or external professionals with the appropriate levels of knowledge, expertise, and skills in the area of non-financial debt covenant compliance monitoring.
We anticipate the actions currently underway and those remaining to be taken will address the material weakness. In order to consider this material weakness remediated, we believe additional time is needed to finalize and implement the enhanced procedures and demonstrate sustainability as it relates to the revised controls.
Journal Entries. In response to the material weakness described above, we have developed enhanced procedures which have been implemented at Airnorth to ensure that manual journal entries recorded in our financial records are properly reviewed and approved preventing the potential for management override of controls. This material weakness will not be considered remediated until the enhanced control procedures operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Eastern Airways was sold May 10, 2019 and as such, there is no remediation planned for that location.2021.
CHANGES IN INTERNAL CONTROL OVER FINACIALFINANCIAL REPORTING
Other thanDuring the changes resulting from the remediation of the material weaknesses described above,quarter ended June 30, 2021, there were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2020 (Successor), that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
37



PART II — OTHER INFORMATION
Item 1.    Legal Proceedings
WeIn the normal course of our business, we become 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 our potential exposure to these matters and has recorded reserves in our financial statements related thereto as appropriate. It is possible that a change in our estimates related to these exposures could occur, but we do not expect any such changes in estimated costs would have certain actionsa material effect on our consolidated financial position or claims pending that have been discussed and previously reported in in the Financial Statement 8-K, Era’s Annual Report on Form 10-K for the year ended December 31, 2019, Era’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2020 and the Joint Proxy Statement/Prospectus. Developments in these previously reported matters, if any, are described in Note 9 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.results of operations.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes during the three months ended June 30, 2020 in theFor a detailed discussion of our risk factors, see “Risk Factors” in Item 1A of our Joint Proxy Statement/Prospectus and Era’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference into the Joint Proxy Statement/Prospectus.
The coronavirus (COVID-19) pandemic and related economic repercussions have resulted, and may continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services.
The COVID-19 pandemic and related economic repercussions have created significant volatility, uncertainty and turmoil in businesses globally, particularly in the oil and gas industry. These events have directly affected our business and have exacerbated the potential negative impact from many of the risks described in our Joint Proxy Statement/Prospectus, including those relating to our customers’ capital spending and trends in oil and natural gas prices. For example, demand for our services is declining as our customers continue to revise their capital budgets downwards and swiftly adjust their operations in response to lower commodity prices.
In an effort to contain and mitigate the spread of COVID-19, many countries, including the United States, have imposed unprecedented restrictions on travel, and there have been business closures and a substantial reduction in economic activity in countries that have had significant outbreaks of COVID-19. As of June 30, 2020, efforts to contain COVID-19 have not succeeded in many regions, and the global pandemic remains ongoing.
In the midst of the ongoing COVID-19 pandemic, in the first quarter of 2020, OPEC+ was initially unable to reach an agreement to continue to impose limits on the production of crude oil. Oil demand has significantly deteriorated as a result of the virus outbreak and corresponding preventative measures taken around the world to mitigate the spread of the virus. The convergence of these events created the unprecedented dual impact of a global oil demand decline coupled with the risk of a substantial increase in supply. While OPEC+ agreed in April to cut production, there is no assurance that the agreement will continue or be observed by its parties, and notwithstanding the agreement, downward pressure on commodity prices as a result of the economic slowdown caused by the pandemic has continued and could continue for the foreseeable future. As a result, we cannot anticipate whether or when oil prices will return to normalized levels, and oil prices could remain at current levels or decline further for an extended period of time.
In addition to the effect on demand for our services discussed above, the pandemic may affect the health of our workforce, and international, national and local government interventions enacted to reduce the spread of COVID-19 may render our employees unable to work or travel. Although many of our employees are deemed “essential” in the regions in which they operate and therefore may continue performing their jobs notwithstanding guidance or orders of general applicability issued by governments requiring businesses to close, persons to shelter in place, borders to close and other similar actions, there can be no assurance that our personnel (or those of our key customers) will not be impacted by COVID-19. As a result, we may see our workforce productivity reduced or incur increased medical costs / insurance premiums as a result of these health risks, which could also significantly disrupt our operations and decrease our ability to provide helicopter services and equipment to our customers. For instance, if an outbreak occurs among our pilots, technicians or other employees who must be present at operating bases, it is highly unlikely that we will be able to find replacements while the affected employees are out.
The duration and severity of the business disruption and related financial impact from the COVID-19 pandemic cannot be reasonably estimated at this time. If the impact of the COVID-19 pandemic continues for an extended period of time or worsens, it could materially adversely affect the demand for our helicopter services and equipment or our ability to provides services, either of which could have a material adverse effect on our business, financial condition and liquidity.






We may fail to realize the anticipated benefits and cost savings of the Merger.
The success of the Merger, which was consummated in June 2020, including anticipated benefits and cost savings, will depend, in part, on ability to successfully combine and integrate the businesses of the merged companies in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers and employees. The success of our integration may depend, in part, on the ability to integrate the two businesses, business models and cultures, which may be more difficult than expected because of the COVID-19 pandemic and its effect on our operations, including the fact that many of our key employees are working remotely. Other difficulties that may arise include: integrating the companies’ operations and corporate functions; integrating and unifying the product offerings and services available to customers; combining operating practices, employee development, internal controls and other policies, procedures and processes; possible differences in business backgrounds, corporate cultures and management philosophies; consolidating the companies’ administrative and information technology systems; integrating accounting, finance, payroll, reporting and regulatory compliance systems; and managing a significantly larger company than before the Merger. If we experience difficulties in the integration process, including those listed above, we may fail to realize the anticipated benefits of the Merger in a timely manner or at all. Our business or results of operations or the value of our common stock may be materially and adversely affected as a result.
We have incurred material one-time costs to achieve Merger-related synergies and may fail to realize such estimated synergies. While we believe these synergies are achievable, our ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in our operations that may offset all or a portion of such synergies and other factors outside our control. As a consequence, we may not be able to realize all of these synergies within the time frame expected or at all. We may incur additional and/or unexpected costs to realize these synergies. In addition, if we fail to achieve the anticipated cost benefits in a timely manner, we may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect our business, financial condition and results of operations.
We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.
We are required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. In connection with its evaluation of internal control over financial reporting for the fiscal years ended March 31, 2018 and 2019, Old Bristow’s management identified the following material weaknesses, which have not been remediated as of June 30, 2020.
In the fiscal year ended March 31, 2018, a material weakness was identified in the monitoring of compliance with non-financial covenants within certain secured financing and lease agreements.2021.
In the fiscal year ended March 31, 2019, a material weakness was identified regarding the maintenance of an effective control environment as Old Bristow had an insufficient complement of resources with an appropriate level of knowledge, expertise and skills commensurate with financial reporting requirements in certain areas. As a result, this insufficient complement of resources contributed to the following material weakness:
◦A material weakness within the risk assessment process, specifically, the process to identify the potential for management override of controls at locations not operating on the ERP system and the process to identify and assess changes that could significantly impact the system of internal control, specifically, changes within the capital structure which resulted in more onerous non-financial debt covenants.
◦This material weakness contributed to additional control deficiencies, effective internal controls were not maintained over (i) debt covenant compliance monitoring as described above, (ii) verification of the review of journal entries are performed by individuals separate from the preparer as described further below in certain locations, and (iii) the reassessment of accounting for certain elements of the accounting for investments in unconsolidated affiliates.


In the fiscal year ended March 31, 2019, a material weakness was identified regarding the failure to design and maintain effective controls over the review, approval, and documentation of manual journal entries at Airnorth, which is not operating on the centralized ERP system.
For a discussion of the material weakness and our remediation efforts, see Item 4, Controls and Procedures, in this Quarterly Report on Form 10-Q. We cannot assure you that our efforts to remediate this internal control weakness will be successful or that other material weaknesses will not occur.
We have a substantial amount of indebtedness, which could adversely affect our operations and financial condition.
We have significant indebtedness and debt service obligations. As of June 30, 2020 (Successor), we had total debt of $645.8 million. The agreements governing such indebtedness impose certain limits on our flexibility to operate our business. In particular, the instruments governing our debt contain various covenants that limit our ability to, among other things:
make investments;
incur or guarantee additional indebtedness;
incur liens or pledge the assets of certain of our subsidiaries;
pay dividends or make investments;
maintain a maximum senior secured leverage ratio;
enter into transactions with affiliates; and
enter into certain sales of all or substantially all of our assets, mergers and consolidations.
Our ability to meet our debt service obligations and refinance our indebtedness, including any future debt that we may incur, will depend upon our ability to generate cash in the future from operations, financings or asset sales, which are subject to general economic conditions, industry cycles, seasonality and other factors, some of which may be beyond our control. If we cannot repay or refinance our debt as it becomes due, we may be forced to sell assets or take other disadvantageous actions, including reducing financing in the future for working capital, capital expenditures and general corporate purposes or dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. Any failure to repay or refinance may also permit the lenders who hold such debt to accelerate amounts due, which would potentially trigger default or acceleration of our other debt. In addition, our ability to withstand competitive pressures and to react to changes in our industry could be impaired.
Our future debt levels and the terms of any future indebtedness we may incur may contain restrictive covenants and limit our liquidity and our ability to obtain additional financing and pursue acquisitions and joint ventures or purchase new helicopters. Tight credit conditions could limit our ability to secure additional financing, if required, due to difficulties accessing the credit and capital markets.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities
The following table presents information regarding our repurchases of shares of our Common Stock on a monthly basis during the three months ended June 30, 2020:2021:
 Total Number of Shares Repurchased 
Average Price Paid Per
Share
 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 
Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs(1)
April 1, 2020 - April 30, 2020(2)
230,889
 $4.14
 230,889
 $9,044,102
May 1, 2020 - May 31, 2020—
 $—
 —
 $9,044,102
June 1, 2020 - June 30, 2020(3)
42,199
 $15.48
 —
 $—
Total Number of Shares Repurchased(1)
Average Price Paid Per
Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Value of Shares that May Yet be Purchased Under the Plans or Programs
April 1, 2021 - April 30, 20212,354 $26.52 — $65,008,932 
May 1, 2021 - May 31, 2021973 $27.83 — $65,008,932 
June 1, 2021 - June 30, 2021933,208 $26.89 933,208 $39,917,255 
___________________________
(1) On January 23, 2020, in connection with the entry into the Merger Agreement, the Company’s pre-Merger board of directors suspended the stock repurchase program initially authorized in 2014 and authorized a special stock repurchase program that allowed for the purchase of up to $10 million of common stock from time to time. This special repurchase program was suspended on June 12, 2020 upon the closing of the Merger. The Company currently does not have an authorized share repurchase program in place.
(2) Share repurchases noted in the table above does not give effect to the 1 for 3 reverse stock split that was effected immediately prior to the closing of the Merger.
(3) SharesIncludes 3,327 shares purchased in connection with the surrender of shares by employees to satisfy certain tax withholding obligations. These repurchases are not a part of our publicly announced plan and do not affect anyour Board-approved share repurchase program.
In July 2021, the Company repurchased an additional 547,596 shares of common stock for gross consideration of $14.9 million, which is an average cost per share of $27.24. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program.


Item 3.    Defaults Upon Senior Securities
None.
Item 4.    Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
None.
38

Item 6.    Exhibits
The following exhibits are filed as part of this Quarterly Report:
Exhibit

Number
Description of Exhibit
31.1**3.1
31.1**
Rule 13a-14(a) Certification by Chief Executive Officer of Registrant.
31.2**
Rule 13a-14(a) Certification by Chief Financial Officer of Registrant.
32.1**
Certification of Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Labels Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
†Compensatory Plan or Arrangement.
*Filed herewith.
**Furnished herewith.
 


39

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
BRISTOW GROUP INC.
BRISTOW GROUP INC.
By:
By:/s/ Jennifer D. Whalen
Jennifer D. Whalen
Senior Vice President and
Chief Financial Officer
 
By:/s/ Chris Gillette
Chris Gillette
Vice President and Chief Accounting Officer
DATE: August 6, 2020

4, 2021
58
40