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, 2022~~March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number

001-35701

Bristow Group Inc.

(Exact name of registrant as specified in its charter)


Delaware		72-1455213
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

3151 Briarpark Drive, Suite 700
Houston,	Texas	77042
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(713) 267-7600


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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VTOL	NYSE

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 filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging 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 ~~stock,~~share, outstanding as of ~~August 1, 2022~~April 28, 2023 was ~~27,936,165.~~28,008,238. The Registrant has no other class of common stock outstanding.

BRISTOW GROUP INC.

INDEX


PART I. Financial Information			1

	Item 1.	Financial Statements (Unaudited)	1

		Condensed Consolidated Statements of Operations	1

		Condensed Consolidated Statements of Comprehensive Income (Loss)	2

		Condensed Consolidated Balance Sheets	3

		Condensed Consolidated Statements of Changes in Stockholders’ Equity	4

		Condensed Consolidated Statements of Cash Flows	5

		Notes to Condensed Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1514

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2523

	Item 4.	Controls and Procedures	2524

PART II. Other Information			2624

	Item 1.	Legal Proceedings	2624

	Item 1A.	Risk Factors	2624

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities	2624

	Item 3.	Defaults Upon Senior Securities	2624

	Item 4.	Mine Safety Disclosures	2624

	Item 5.	Other Information	2624

	Item 6.	Exhibits	2725

		Signatures	2826

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per ~~stock~~share amounts)


		Three Months Ended June 30,				Three Months Ended March 31,
		2022		2021				2023		2022
Revenues:	Revenues:						Revenues:
Operating revenues	Operating revenues	$	294,148	$	288,351		Operating revenues	$	292,931	$	275,582
Reimbursable revenues	Reimbursable revenues	7,589		12,251			Reimbursable revenues	9,091		11,817
Total revenues	Total revenues	301,737		300,602			Total revenues	302,022		287,399

Costs and expenses:	Costs and expenses:						Costs and expenses:
Operating expenses	Operating expenses	224,501		214,503			Operating expenses	226,724		217,711
Reimbursable expenses	Reimbursable expenses	7,287		12,114			Reimbursable expenses	8,991		11,694
General and administrative expenses	General and administrative expenses	40,159		37,483			General and administrative expenses	46,730		41,644
Merger and integration costs	Merger and integration costs	368		1,735			Merger and integration costs	439		824
Restructuring costs	Restructuring costs	—		851			Restructuring costs	—		2,113
Depreciation and amortization expense	Depreciation and amortization expense	16,536		23,195			Depreciation and amortization expense	17,445		16,919
Total costs and expenses	Total costs and expenses	288,851		289,881			Total costs and expenses	300,329		290,905

Loss on impairment		(5,187)		(21,934)

Gain (loss) on disposal of assets	Gain (loss) on disposal of assets	(2,101)		499			Gain (loss) on disposal of assets	3,256		(41)
Earnings (losses) from unconsolidated affiliates, net		115		(1,517)
Earnings (losses) from unconsolidated affiliates							Earnings (losses) from unconsolidated affiliates	1,037		(325)
Operating income (loss)	Operating income (loss)	5,713		(12,231)			Operating income (loss)	5,986		(3,872)

Interest income	Interest income	74		66			Interest income	1,129		17
Interest expense		(10,242)		(10,624)
Interest expense, net							Interest expense, net	(10,264)		(10,241)

Reorganization items, net	Reorganization items, net	(49)		(446)			Reorganization items, net	(44)		(43)
Loss on sale of subsidiaries		—		(2,002)

Other, net	Other, net	16,750		6,184			Other, net	(3,426)		13,023
Total other income (expense), net	Total other income (expense), net	6,533		(6,822)			Total other income (expense), net	(12,605)		2,756
Income (loss) before income taxes		12,246		(19,053)
Loss before income taxes							Loss before income taxes	(6,619)		(1,116)
Income tax benefit (expense)	Income tax benefit (expense)	(8,231)		4,842			Income tax benefit (expense)	5,094		(3,260)
Net income (loss)		4,015		(14,211)
Net (income) loss attributable to noncontrolling interests		(28)		14
Net income (loss) attributable to Bristow Group Inc.		$	3,987	$	(14,197)
Income (loss) per common stock:
Net loss							Net loss	(1,525)		(4,376)
Net loss attributable to noncontrolling interests							Net loss attributable to noncontrolling interests	3		63
Net loss attributable to Bristow Group Inc.							Net loss attributable to Bristow Group Inc.	$	(1,522)	$	(4,313)
Losses per common share:							Losses per common share:
Basic	Basic	$	0.14	$	(0.50)		Basic	$	(0.05)	$	(0.15)
Diluted	Diluted	$	0.14	$	(0.50)		Diluted	$	(0.05)	$	(0.15)
Weighted average common stock outstanding:
Weighted average shares of common stock outstanding:							Weighted average shares of common stock outstanding:
Basic	Basic	28,269		28,669			Basic	27,983		28,222
Diluted	Diluted	28,912		28,669			Diluted	27,983		28,222

See accompanying notes to condensed consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, in thousands)

Three Months Ended June 30,
2022 2021
Net income (loss) $ 4,015 $ (14,211)
Other comprehensive income (loss):
Currency translation adjustments (48,063) 1,272
Pension liability adjustment 2,355 (48)
Unrealized gain on cash flow hedges, net 1,296 942
Total other comprehensive income (loss) (44,412) 2,166
Total comprehensive loss (40,397) (12,045)
Net comprehensive (income) loss attributable to noncontrolling interests (28) 14
Total comprehensive loss attributable to Bristow Group Inc. $ (40,425) $ (12,031)


	Three Months Ended March 31,
	2023		2022

Net loss	$	(1,525)	$	(4,376)
Other comprehensive income (loss):
Currency translation adjustments	11,745		(13,215)
Pension liability adjustment	(1,111)		5,251
Unrealized gain (loss) on cash flow hedges, net	(507)		656
Total other comprehensive income (loss)	10,127		(7,308)
Total comprehensive income (loss)	8,602		(11,684)
Net comprehensive loss attributable to noncontrolling interests	3		63
Total comprehensive income (loss) attributable to Bristow Group Inc.	$	8,605	$	(11,621)

See accompanying notes to condensed consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

June 30, March 31,
2022 2022
ASSETS
Current assets:
Cash and cash equivalents $ 255,036 $ 263,769
Restricted cash 3,397 2,245
Accounts receivable, net of allowance for doubtful accounts of $1,841 and $1,886 as of June 30, 2022 and March 31, 2022, respectively 212,089 203,771
Inventories 81,362 81,674
Assets held for sale 54 59
Prepaid expenses and other current assets 30,848 28,367
Total current assets 582,786 579,885
Property and equipment, net of accumulated depreciation of $156,768 and $149,532 as of June 30, 2022 and March 31, 2022, respectively 900,756 942,608
Investment in unconsolidated affiliates 17,000 17,585
Right-of-use assets 215,480 193,505
Other assets 126,350 90,696
Total assets $ 1,842,372 $ 1,824,279
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 87,249 $ 63,497
Accrued wages, benefits and related taxes 40,621 53,424
Income taxes payable and other accrued taxes 10,035 13,410
Deferred revenue 14,182 15,161
Accrued maintenance and repairs 78,854 38,354
Current portion of operating lease liabilities 68,554 69,866
Accrued interest and other accrued liabilities 26,565 21,284
Short-term borrowings and current maturities of long-term debt 11,768 12,759
Total current liabilities 337,828 287,755
Long-term debt, less current maturities 502,603 512,909
Accrued pension liabilities 12,635 18,170
Other liabilities and deferred credits 5,170 4,825
Deferred taxes 41,739 39,811
Long-term operating lease liabilities 149,010 125,441
Total liabilities $ 1,048,985 $ 988,911
Commitments and contingencies (Note 6) 0 0
Stockholders’ equity:
Common stock, $0.01 par value, 110,000 authorized; 28,204 and 28,287 outstanding as of June 30, 2022 and March 31, 2022, respectively 306 303
Additional paid-in capital 702,496 699,401
Retained earnings 215,207 211,220
Treasury stock, at cost; 2,175 and 1,983 shares as of June 30, 2022 and March 31, 2022, respectively (56,361) (51,659)
Accumulated other comprehensive loss (67,862) (23,450)
Total Bristow Group Inc. stockholders’ equity 793,786 835,815
Noncontrolling interests (399) (447)
Total stockholders’ equity 793,387 835,368
Total liabilities and stockholders’ equity $ 1,842,372 $ 1,824,279


	March 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	198,428	$	160,029
Restricted cash	2,115		3,654
Accounts receivable, net of allowance for doubtful accounts of $75 and $1,847 as of March 31, 2023 and December 31, 2022, respectively	208,559		215,131
Inventories	86,376		81,886

Prepaid expenses and other current assets	29,873		32,425
Total current assets	525,351		493,125
Property and equipment, net of accumulated depreciation of $195,848 and $180,060 as of March 31, 2023 and December 31, 2022, respectively	905,415		915,251
Investment in unconsolidated affiliates	17,000		17,000
Right-of-use assets	301,676		240,977
Other assets	149,073		145,648
Total assets	$	1,898,515	$	1,812,001
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	75,212	$	89,610
Accrued wages, benefits and related taxes	42,308		45,206
Income taxes payable and other accrued taxes	15,580		6,651
Deferred revenue	14,087		14,300
Accrued maintenance and repairs	19,171		19,654
Current portion of operating lease liabilities	77,452		76,261
Accrued interest and other accrued liabilities	17,753		22,252
Short-term borrowings and current maturities of long-term debt	12,849		11,656
Total current liabilities	274,412		285,590
Long-term debt, less current maturities	538,150		499,765
Accrued pension liabilities	15,332		20,089
Other liabilities and deferred credits	4,602		5,030
Deferred taxes	39,234		48,633
Long-term operating lease liabilities	228,318		165,955
Total liabilities	$	1,100,048	$	1,025,062
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.01 par value, 110,000 authorized; 28,008 and 28,009 outstanding as of March 31, 2023 and December 31, 2022, respectively	306		306
Additional paid-in capital	712,630		709,319
Retained earnings	223,226		224,748
Treasury stock, at cost; 2,474 and 2,456 shares as of March 31, 2023 and December 31, 2022, respectively	(63,394)		(63,009)
Accumulated other comprehensive loss	(73,930)		(84,057)
Total Bristow Group Inc. stockholders’ equity	798,838		787,307
Noncontrolling interests	(371)		(368)
Total stockholders’ equity	798,467		786,939
Total liabilities and stockholders’ equity	$	1,898,515	$	1,812,001

See accompanying notes to condensed consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited, in thousands)

Total Bristow Group Inc. Stockholders’ Equity
Common
Stock Common
Stock
(Shares) Additional
Paid-in
Capital Retained
Earnings Treasury Stock Accumulated
Other
Comprehensive
Loss Noncontrolling
Interests Total
Stockholders’
Equity
March 31, 2022 $ 303 28,287 $ 699,401 $ 211,220 $ (51,659) $ (23,450) $ (447) $ 835,368
Stock-based compensation 3 109 3,095 — — — — 3,098
Purchase of treasury stock — (192) — — (4,702) — — (4,702)
Currency translation adjustments — — — — — — 20 20
Net income — — — 3,987 — — 28 4,015
Other comprehensive loss — — — — — (44,412) — (44,412)
June 30, 2022 $ 306 28,204 $ 702,496 $ 215,207 $ (56,361) $ (67,862) $ (399) $ 793,387


	Total Bristow Group Inc. Stockholders’ Equity
	Common Stock		Common Stock (Shares)	Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Stockholders’ Equity
December 31, 2022	$	306	28,009	$	709,319	$	224,748	$	(63,009)	$	(84,057)	$	(368)	$	786,939
Share award amortization	—		—	3,311		—		—		—		—		3,311
Share repurchases	—		(1)	—		—		(385)		—		—		(385)


Net loss	—		—	—		(1,522)		—		—		(3)		(1,525)
Other comprehensive loss	—		—	—		—		—		10,127		—		10,127
March 31, 2023	$	306	28,008	$	712,630	$	223,226	$	(63,394)	$	(73,930)	$	(371)	$	798,467


	Total Bristow Group Inc. Stockholders’ Equity
	Common Stock		Common Stock (Shares)	Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Stockholders’ Investment
December 31, 2021	$	303	28,302	$	696,092	$	215,533	$	(51,083)	$	(16,142)	$	(391)	$	844,312
Share award amortization	—		—	3,309		—		—		—		—		3,309
Share repurchases	—		(15)	—		—		(576)		—		—		(576)

Currency translation adjustments	—		—	—		—		—		—		7		7
Net loss	—		—	—		(4,313)		—		—		(63)		(4,376)
Other comprehensive loss	—		—	—		—		—		(7,308)		—		(7,308)
March 31, 2022	$	303	28,287	$	699,401	$	211,220	$	(51,659)	$	(23,450)	$	(447)	$	835,368

Total Bristow Group Inc. Stockholders’ Equity
Redeemable Noncontrolling Interests 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, 2021 $ 1,572 $ 303 29,694 $ 687,715 $ 227,011 $ (6,915) $ (10,501) $ (542) $ 897,071
Stock-based compensation — — 49 2,326 — — — — 2,326
Purchase of treasury stock — — (937) — — — (25,199) — (25,199)
Sale of noncontrolling interest (1,572) — — — — — — — —
Currency translation adjustments — — — — — — — 5 5
Net income (loss) — — — — (14,197) — — (14) (14,211)
Other comprehensive income — — — — — 2,166 — — 2,166
June 30, 2021 — 303 28,806 690,041 212,814 (4,749) (35,700) (551) 862,158

See accompanying notes to condensed consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

Three Months Ended June 30,
2022 2021
Cash flows from operating activities:
Net income (loss) $ 4,015 $ (14,211)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization expense 19,649 26,248
Deferred income taxes 1,928 (7,754)
Amortization of deferred financing fees 376 309
Discount amortization on long-term debt 1,730 2,050
Loss (gain) on disposal of assets 2,101 (499)
Loss on impairment 5,187 21,934
Loss on sale of subsidiaries — 2,002
Stock-based compensation expense 3,098 2,326
Equity in losses (earnings) from unconsolidated affiliates, net (115) 1,517
Increase (decrease) in cash resulting from changes in:
Accounts receivable (17,454) 17,027
Inventory, prepaid expenses and other assets (1,272) (516)
Accounts payable, accrued expenses and other liabilities 3,507 (13,992)
Net cash provided by operating activities 22,750 36,441
Cash flows from investing activities:
Capital expenditures (9,046) (2,968)
Proceeds from asset dispositions 7,558 10,621
Cash transferred in sale of subsidiaries, net of cash received — (851)
Net cash provided by (used in) investing activities (1,488) 6,802
Cash flows from financing activities:
Debt issuance costs (527) (1,895)
Repayment of debt (2,942) (4,002)
Purchase of treasury stock (3,070) (21,793)
Net cash used in financing activities (6,539) (27,690)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (22,304) 2,042
Net increase (decrease) in cash, cash equivalents and restricted cash (7,581) 17,595
Cash, cash equivalents and restricted cash at beginning of period 266,014 231,079
Cash, cash equivalents and restricted cash at end of period $ 258,433 $ 248,674
Cash paid during the period for:
Interest $ 1,082 $ 1,171
Income taxes $ 11,073 $ 3,046


	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net loss	$	(1,525)	$	(4,376)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization expense	21,248		19,987

Loss (gain) on disposal of assets	(3,256)		41
Losses (equity earnings) from unconsolidated affiliates	(1,037)		325

Reorganization items, net	—		(578)


Deferred income taxes	(9,213)		(72)

Stock-based compensation expense	3,311		3,309

Amortization of deferred financing fees	635		345
Discount amortization on long-term debt	473		1,852

Increase (decrease) in cash resulting from changes in:
Accounts receivable	7,071		(26,642)
Inventory, prepaid expenses and other assets	(4,718)		12,401
Accounts payable, accrued expenses and other liabilities	(6,374)		(1,015)
Net cash provided by operating activities	6,615		5,577
Cash flows from investing activities:
Capital expenditures	(31,537)		(7,842)
Proceeds from asset dispositions	23,433		—



Net cash used in investing activities	(8,104)		(7,842)
Cash flows from financing activities:
Proceeds from borrowings	169,508		—
Debt issuance costs	(2,714)		(124)
Repayments of debt	(132,261)		(3,191)

Purchase of treasury stock	(385)		(576)
Net cash provided by (used in) financing activities	34,148		(3,891)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	4,201		(5,292)
Net increase (decrease) in cash, cash equivalents and restricted cash	36,860		(11,448)
Cash, cash equivalents and restricted cash at beginning of period	163,683		277,462
Cash, cash equivalents and restricted cash at end of period	$	200,543	$	266,014
Cash paid during the period for:
Interest	$	16,315	$	14,732
Income taxes	$	537	$	1,501

See accompanying notes to condensed consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. Unless the context otherwise indicates, any references to the “Company”, “Bristow”, “we”, “us” and “our” refer to Bristow Group Inc. and its consolidated entities.

The condensed consolidated financial information for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ has been prepared by the Company in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (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 condensed or omitted from that which would appear in the annual consolidated financial statements. ~~The Company’s~~

In connection with its fiscal ~~year ends~~year-end change from March 31 ~~and fiscal years are referenced based~~st to December 31st, the Company filed audited financial statements for the transition period from April 1, 2022 to December 31, 2022, on a Transition Report on Form 10-KT. As such, certain comparative period information has been reclassified to conform to the ~~end of such period. Therefore, the fiscal year ending March 31, 2023 is referred to as “fiscal year 2023”. These~~current period presentation. The condensed consolidated financial statements on this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and related notes thereto included in the Company’s ~~Annual~~Transition Report on Form ~~10-K~~10-KT for the ~~fiscal~~transition year ended ~~March~~December 31, 2022, filed with the SEC on ~~May 31, 2022.~~March 9, 2023.

Summary of Significant Accounting Policies and Other Accounting Considerations

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 of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation.

Accounting Estimates — The preparation of these condensed consolidated 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 statements of operations and comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statements of changes in stockholders equity and the condensed consolidated statements of cash flows. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire ~~fiscal~~ year.

~~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 of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation.

~~Summary of Significant~~Recent Accounting ~~Policies and Other Accounting Considerations~~

~~Maintenance and Repairs~~Standards — The Company ~~generally charges maintenance~~considers the applicability and ~~repair costs, including major aircraft component overhaul costs, to earnings~~impact of all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed within this Quarterly Report on Form 10-Q were assessed and determined as the costs are incurred. However, certain major aircraft components, such as engines and transmissions, are maintained by third-party vendors under contractual agreements also referred to as power-by-the-hour (“PBH”) maintenance agreements. Under these agreements, the Company is charged an agreed amount per hour of flying time related to maintenance, repair and overhaul of the parts and components covered. The costs charged under these contractual agreements are recognized in the period in which the flight hours occur. To the extent that the Company haseither not yet been billed for costs incurred under these arrangements, these costs are included in accrued maintenance and repairs on its consolidated balance sheets. From time to time, the Company receives credits from its original equipment manufacturers. The Company records these credits as a reduction in maintenance expense when the credits are utilized in lieu of cash payments for purchasesapplicable or ~~services.~~

In the event the Company places a helicopter in a PBH program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. This buy-in charge is normally recorded as a prepaid expense and amortized as an operating expense over the remaining PBH contract period. If a helicopter is sold or otherwise removed from a program before the scheduled maintenance work is carried out, the Company may be able to recover part of its paymentsnot material to the ~~PBH provider, in which case the Company records a reduction to operating expense.~~Company’s consolidated financial position or result of operations.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

During the three months ended June 30, 2022, the Company entered into and amended 2 existing PBH agreements with maintenance service providers for its AW139 helicopter fleet. The terms of these agreements included a buy-in payable of approximately $55 million for the hours flown on the aircraft prior to entry into the PBH agreements. The buy-in amount for the transaction is reflected in other long-term assets with the amount due for amortization within a year reflected in prepaid expenses and other current assets on the condensed consolidated balance sheet. Amounts owed but not yet paid are reflected in accrued maintenance and repairs on the condensed consolidated balance sheet, with the first payment due in July 2022 and the final payment concluding in December 2022. In future periods, a portion of the balance will be amortized through operating expense on the statement of operations on a straight-line basis over the contract term.

During the three months ended June 30, 2022, the Company also wrote off $5.2 million of intangible assets related to legacy AW139 airframe agreements in connection with the new PBH agreements. This loss is reflected on the loss on impairment line of the condensed consolidated statement of operations.

~~Investment in Unconsolidated Affiliates —~~ 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 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, 2022, the investment in PAS was $17.0 million and is included on the condensed consolidated balance sheets in investment in unconsolidated affiliates. PAS is a cost method investment.

~~Recently Adopted Accounting Standards~~

~~In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ASU 2021-10 -~~ ~~Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.~~ ASU 2021-10 applies to business entities that account for a transaction with a government by applying a grant or contribution accounting model and increases the transparency of the recognition, measurement, presentation and disclosure of government assistance received. Our adoption of this ASU effective April 1, 2022, had no material impact to the Company’s financial statements.

~~In October 2021, the FASB issued ASU 2021-08 -~~ ~~Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.~~ ASU 2021-08 provides specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in business combinations. Our adoption of this ASU effective April 1, 2022, had no material impact to the Company’s financial statements.

Note 2 — REVENUES

The Company derives its revenues primarily from ~~oil and gas flight services, government services and fixed wing services through a single operating segment,~~ aviation services. A majority of the Company’s revenues are generated through 2two types of contracts: helicopter services contracts and fixed wing services contracts.

The following table shows the total revenues (in thousands):

Three Months Ended June 30,
2022 2021
Revenues from contracts with customers $ 296,190 $ 292,598
Other revenues 5,547 8,004
Total revenues $ 301,737 $ 300,602

~~BRISTOW GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~


	Three Months Ended March 31,
	2023		2022
Revenues from contracts with customers	$	296,022	$	275,004
Other revenues	6,000		12,395
Total revenues	$	302,022	$	287,399

Revenues by Service Line. The following table sets forth the operating revenues earned by service line for the applicable periods (in thousands):


		Three Months Ended June 30,				Three Months Ended March 31,
		2022		2021				2023		2022
Oil and gas services		$	195,080	$	189,596
Offshore energy services							Offshore energy services	$	181,629	$	189,320
Government services	Government services	70,107		70,436			Government services	82,334		66,239
Fixed wing services	Fixed wing services	25,942		24,654			Fixed wing services	25,919		16,806
Other services	Other services	3,019		3,665			Other services	3,049		3,217
Total operating revenues	Total operating revenues	$	294,148	$	288,351		Total operating revenues	$	292,931	$	275,582

Contract Assets, Liabilities and Receivables

The Company generally satisfies performance of contract obligations by providing aviation 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~~revenues have been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of ~~contract milestones)~~additional performance obligations). These contract assets are transferred to receivables when ~~billing milestones are met.~~the right to consideration becomes unconditional. Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services.

As of June 30, 2022 and March 31, 2022, receivables related to services performed under contracts with customers were $185.0 million and $165.2 million, respectively. During the three months ended June 30, 2022, the Company recognized $4.8 million of revenues from outstanding contract liabilities. Contract liabilities related to services performed under contracts with customers were $12.8 million and $13.3 million as of June 30, 2022 and March 31, 2022, respectively.


	Three Months Ended March 31,
	2023		2022
Revenues from contract liabilities	$	6,397	$	2,504

	March 31, 2023		December 31, 2022
Receivables under contracts with customers	$	179,979	$	182,742
Contract liabilities under contracts with customers	12,730		12,931

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 no contract assets as of ~~June 30, 2022 and~~ March 31, 2023 and December 31, 2022.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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)~~Company has elected the ~~aggregate amount~~practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original expected duration of one year or less. The Company’s contracts have fixed terms ranging from one month to 10 years and generally may, depending on the ~~transaction price allocated~~contract, be cancelled without penalty and with a notice period of less than a year. Customarily, these contracts do not commit customers to purchase specific amounts of services or minimum flight hours and permit customers to decrease the number of helicopters under contract with a corresponding decrease in the fixed monthly payments without penalty.

Excluding any applicable cancellation penalties, revenues from performance obligations that are unsatisfied (or partially unsatisfied) on contracts with fixed consideration that have an expected duration of one year or more and therefore not subject to the practical expedient as of ~~the end~~March 31, 2023 were $30.0 million, of ~~the reporting period~~which $15.9 million and ~~(2) the expected timing to recognize these revenues (in thousands):~~

Remaining Performance Obligations as of June 30, 2022
Nine Months Ending March 31, 2023 Fiscal Year Ending March 31, Total
2024 2025 2026 2027 and thereafter
Outstanding Service Revenues:
Helicopter contracts $ 301,733 $ 260,855 $ 192,422 $ 113,337 $ 120,773 $ 989,120
Fixed wing contracts 539 — — — — 539
Total remaining performance obligation revenue $ 302,272 $ 260,855 $ 192,422 $ 113,337 $ 120,773 $ 989,659

The table above includes performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties have been excluded. As such, the Company’s actual remaining performance obligation$14.1 million of revenues are expected to be ~~greater than what is reflected~~recognized in ~~the table above. In addition, the remaining performance obligation disclosure does not include~~2023 and 2024, respectively. These amounts exclude 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)~~

Note 3 — RELATED PARTY TRANSACTIONS

~~We own~~The Company owns a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“Cougar”), an aviation services provider in Canada. Due to common ownership of Cougar, the Company considers VIH Aviation Group Ltd. ~~and its subsidiaries~~ (“~~Cougar Related Parties”~~VIH”) as a related party.

The Company leases certain aircraft and facilities from VIH and paid lease fees of $1.5 million and $2.1 million for the three months ended March 31, 2023 and 2022, respectively. During the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company generated total revenues of ~~$4.8~~$4.6 million and ~~$8.6~~$8.9 million from ~~Cougar Related Parties and also paid lease fees of $1.2 million and $2.0 million to Cougar Related Parties for leased aircraft,~~its related parties, respectively.

As of ~~June 30, 2022~~March 31, 2023 and ~~March~~December 31, 2022, accounts receivables from ~~Cougar Related Parties~~related parties included in accounts receivables on the condensed consolidated balance sheets were ~~$1.0~~$0.9 million and ~~$1.8~~$0.8 million, respectively.

Note 4 — DEBT

Debt as of ~~June 30, 2022~~March 31, 2023 and ~~March~~December 31, 2022, consisted of the following (in thousands):


		June 30,		March 31,
		2022		2022			March 31, 2023		December 31, 2022
6.875% Senior Notes	6.875% Senior Notes	$	392,047	$	391,690	6.875% Senior Notes	$	393,114	$	392,763
Lombard Debt	Lombard Debt	122,324		133,978		Lombard Debt	—		118,658
NatWest Debt						NatWest Debt	157,885		—
Total debt	Total debt	514,371		525,668		Total debt	550,999		511,421
Less short-term borrowings and current maturities of long-term debt	Less short-term borrowings and current maturities of long-term debt	(11,768)		(12,759)		Less short-term borrowings and current maturities of long-term debt	(12,849)		(11,656)
Total long-term debt	Total long-term debt	$	502,603	$	512,909	Total long-term debt	$	538,150	$	499,765

6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year. The 6.875% Senior Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, ~~plus~~inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event, the Company must make an offer to repurchase all or part of each noteholder’s notes at an offer price of 101% of the aggregate principal

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

amount, plus accrued and unpaid interest. As of ~~June 30, 2022~~March 31, 2023 and ~~March~~December 31, 2022, the Company had ~~$8.0~~$6.9 million and ~~$8.3~~$7.2 million, respectively, of unamortized ~~debt issuance costs~~deferred financing fees associated with the 6.875% Senior Notes.

Lombard Debt — ~~During the three months ended June 30, 2022 and 2021,~~In January 2023, in connection with its upcoming maturity, the Company made ~~$2.9~~a $129.1 million ~~and $3.3 million, respectively, in principal payments on~~payment to extinguish the Lombard Debt.

NatWest Debt — In January 2023, the Company entered into two thirteen-year secured equipment financings with National Westminster Bank Plc (“NatWest”) for aggregate proceeds of $169.5 million. The net proceeds from the financings were used to refinance the indebtedness of the Lombard Debt and will be used to provide additional financing to support the Company’s obligations under its search and rescue (“SAR”) contracts in the U.K. The credit facilities have thirteen-year terms with repayment due in quarterly installments which commenced on March 31, 2023, with a $3.2 million principal payment. The credit facilities bear interest at a rate equal to the Sterling Overnight Index Average (“SONIA”) plus 2.75% per annum. Bristow's obligations under the NatWest Debt are secured by ten SAR helicopters. As of and March 31, 2023 , the Company had $9.1 million of unamortized deferred financing fees associated with the NatWest debt.

ABL Facility — The Company’s asset-backed revolving credit facility (the “ABL Facility”) matures in May 2027, 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 (i) are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) are fully and unconditionally guaranteed as to payment by the Company, as a parent guarantor, and each of Bristow Norway AS, Bristow Helicopters Limited, Bristow U.S. LLC and Era Helicopters, LLC. As of ~~June 30, 2022,~~March 31, 2023, the ABL Facility provided for commitments in an aggregate amount of $85.0 million with the ability to increase the total commitments up to a maximum aggregate amount of $120.0 million, subject to the terms and conditions therein.

~~BRISTOW GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

As of ~~June 30, 2022,~~March 31, 2023, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the three months ended ~~June 30, 2022.~~March 31, 2023. Letters of credit issued under the ABL Facility in the aggregate face amount of ~~$20.5~~$3.2 million were outstanding on ~~June 30, 2022.~~March 31, 2023.

Note 5 — 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.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Fair Value of Debt

The fair value of the Company’s debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of the Company’s long-term debt was estimated using discounted cash flow analysis based on estimated current rates for similar types of arrangements. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The carrying and fair values of the Company’s debt are as follows (in thousands):


		Carrying Amount		Level 1		Level 2		Level 3			Carrying Amount		Level 1		Level 2		Level 3
June 30, 2022
March 31, 2023										March 31, 2023
LIABILITIES	LIABILITIES									LIABILITIES
6.875% Senior Notes(1)	6.875% Senior Notes(1)	$	392,047	$	—	$	349,445	$	—	6.875% Senior Notes(1)	$	393,114	$	—	$	371,919	$	—
Lombard Debt(2)		122,324		—		120,619		—
NatWest(2)										NatWest(2)	157,885		—		157,885		—
											$	550,999	$	—	$	529,804	$	—
December 31, 2022										December 31, 2022
LIABILITIES										LIABILITIES
6.875% Senior Notes(1)										6.875% Senior Notes(1)	$	392,763	$	—	$	366,629	$	—
Lombard Debt(3)										Lombard Debt(3)	118,658		—		120,358		—

		$	514,371	$	—	$	470,064	$	—		$	511,421	$	—	$	486,987	$	—
March 31, 2022
LIABILITIES
6.875% Senior Notes(1)		$	391,690	$	—	$	407,436	$	—
Lombard Debt(2)		133,978		—		138,328		—

		$	525,668	$	—	$	545,764	$	—

~~_________________~~____________________

(1)As of ~~June 30, 2022~~March 31, 2023 and ~~March~~December 31, 2022, the carrying ~~value is~~values were net of unamortized deferred financing fees of ~~$8.0~~$6.9 million and ~~$8.3~~$7.2 million respectively.

(2)The NatWest Debt was entered into in January 2023. Given the close proximity of the reporting date and entry into the financing agreements, and the variable SONIA rate attached to the NatWest Debt, the Company believes the fair value of this debt is materially the same as the carrying amount as of March 31, 2023. As of ~~June 30, 2022 and~~ March 31, 2023, the carrying values of unamortized deferred financing fees related to the NatWest Debt were $9.1 million.

(3)As of December 31, 2022, the carrying values of unamortized discounts related to the Lombard Debt were ~~$10.4~~$7.0 million.

Note 6 — DERIVATIVE FINANCIAL INSTRUMENTS

From time to time, the Company may use derivatives to partially offset its business exposure to foreign currency risks on expected future cash flows. The Company enters into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. The Company does not offset fair value amounts recognized for derivative instruments under master netting arrangements. The derivative agreements do not contain credit-risk-related contingent features. There are no amounts of related financial collateral received or pledged. The Company does not use any of its derivative instruments for speculative or trading purposes.

Cash Flow Hedges

The Company may use foreign exchange options or forward contracts to hedge a portion of its forecasted foreign currency denominated transactions. These foreign exchange hedge contracts, carried at fair value, have maturities of up to 18 months. As of March 31, 2023 and December 31, 2022, total notional amounts of outstanding cash flow hedges were $127.0 million and ~~$13.1~~$134.7 million, respectively. As of March 31, 2023, $0.3 million of net gains losses will be reclassified from accumulated other comprehensive income into earnings within the next 12 months.

To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The Company records changes in fair value of these cash flow hedges in accumulated other comprehensive income (loss) in its consolidated balance sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, the Company reclassifies it to earnings in the same line item as the hedged items. The Company evaluates hedge effectiveness at the inception of the hedge prospectively, and on an ongoing basis both retrospectively and prospectively. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, it will reclassify the gain or loss on the

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

related cash flow hedge from accumulated other comprehensive income (loss) to earnings. During the three months ended March 31, 2023, there were no net gains or losses recognized in earnings relating to hedges of forecasted transactions that did not occur.

The fair value of derivative instruments on the Company’s Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 were as follows, presented on a gross basis (in thousands):


	March 31, 2023				December 31, 2022
	Fair Value Asset Derivatives		Fair Value Liability Derivatives		Fair Value Asset Derivatives		Fair Value Liability Derivatives
Derivatives designated as hedging instruments:

Foreign exchange forward contracts	$	1,343	$	403	$	1,590	$	144
Total derivatives	$	1,343	$	403	$	1,590	$	144

Note 67 — COMMITMENTS AND CONTINGENCIES

Fleet — The Company’s unfunded capital commitments as of ~~June 30, 2022~~March 31, 2023 consisted primarily of agreements to purchase helicopters and totaled ~~$76.1~~$187.5 million, payable beginning in ~~fiscal year~~ 2023. The Company also had $1.3 million of deposits paid on options not yet ~~exercised.~~exercised as of March 31, 2023.

Included in these commitments are orders to purchase 3two AW189 heavy helicopters, six AW139 medium helicopters and 5five AW169 light twin helicopters. The AW189 helicopters and AW139 helicopters are scheduled to be delivered in ~~fiscal year 2023 through 2025.~~2024. Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company ~~had~~has outstanding options to purchase up to 10ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery ~~in fiscal years~~between 2024 through ~~2026.~~2025. The Company may, from time to time, purchase aircraft for which it has no orders.

The Company may terminate ~~$63.4~~$35.5 million of its capital commitments (inclusive of deposits paid on options not yet exercised) without further liability other than aggregate liquidated damages of approximately ~~$1.9~~$1.1 million.

General Litigation and Disputes

The Company operates in jurisdictions internationally where it is subject to risks that include government action to obtain additional tax revenues. In a number of these jurisdictions, political unrest, the lack of well-developed legal systems and legislation that is not clear enough in its wording to determine the ultimate application, can make it difficult to determine whether legislation may impact the Company’s earnings until such time as a clear court or other ruling exists. The Company operates in jurisdictions currently where amounts may be due to governmental bodies that the Company is not currently recording liabilities for as it is unclear how broad or narrow legislation may ultimately be interpreted. The Company believes that payment of amounts in these instances is not probable at this time, but is reasonably possible.

In the normal course of business, the Company is involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its 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.

~~Note 7 — TAXES~~

The Company’s income tax expense during the three months ended June 30, 2022, was prepared using the actual year-to-date effective tax rate as the best estimate of the annual effective tax rate, whereas income tax expense during the three months ended June 30, 2021, was prepared using the estimated annual effective tax rate. The actual year-to-date effective tax rate calculates tax expense only for the year-to-date interim period earnings and does not consider the earnings estimate for the full-year. The Company determined that since small changes in estimated pre-tax income or loss would result in significant changes in the estimated annual effective tax rate, the estimated annual effective tax rate method would not provide a reliable estimate of income taxes for the three months ended June 30, 2022. The Company will continue to evaluate income tax estimates using the estimated annual effective tax rate in subsequent quarters or may use the actual year-to-date effective tax rate if warranted.

During the three months ended June 30, 2022, the Company recorded an income tax expense of $8.2 million resulting in an effective tax rate of 67.2%. During the three months ended June 30, 2021, the Company recorded an income tax benefit of $4.8 million resulting in an effective tax rate of 25.4%. The effective tax rate during the three months ended June 30, 2022, is higher than the statutory rate due to the mix of earnings taxed in relatively higher taxed jurisdictions and the impact of limitations in utilizing net operating losses in certain jurisdictions.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 8 — ~~STOCKHOLDERS’ EQUITY~~INCOME TAXES

~~Stock Repurchases.~~

On September 16, 2020, the Board authorized a stock repurchase program 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 program, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The stock repurchase program has no expiration date and may be suspended or discontinued at any time without notice, subject to any changes in regulation currently pending and under review by the SEC.

During the three months ended ~~June 30, 2022~~March 31, 2023 and 2021, the Company repurchased 158,519 and 933,208 shares of common stock for gross consideration of $3.7 million and $25.1 million, which is an average cost per stock of $23.60 and $26.89, respectively. As of June 30, 2022, $21.3 million remained available of the authorized $75.0 million stock repurchase program.

~~In July~~ 2022, the Company ~~repurchased 267,419 shares~~recorded an income tax benefit of ~~common stock for gross consideration~~$5.1 million resulting in an effective tax rate of ~~$6.3~~77.0% and income tax expense of $3.3 million ~~which~~resulting in an effective tax rate of (292.1)%, respectively. The effective tax rate during the three months ended March 31, 2023 is higher than the U.S. statutory rate due to the tax impact of non-U.S. earnings in certain profitable jurisdictions, partially offset by the impact of utilizing net operating losses in certain jurisdictions and the tax impact of deductible interest expense. The effective tax rate during the three months ended March 31, 2022 is primarily impacted by income tax from non-U.S. earnings in certain profitable jurisdictions, the Company’s impairment of foreign investments that do not generate an ~~average cost per stock~~income tax benefit, adjustments to valuation allowances against future realization of ~~$23.41. After these repurchases, $15.0 million remained available of the authorized $75.0 million stock repurchase program.~~deductible business interest expense and adjustments to valuation allowances against net operating losses.

Note 9 — STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income (Loss)

The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands):

Currency Translation Adjustments
Pension Liability Adjustments (1)
Unrealized gain on cash flow hedges (2)
Total
Balance as of March 31, 2022 $ 5,643 $ (30,274) $ 1,181 $ (23,450)
Other comprehensive income (loss) before reclassification (45,708) — 1,296 (44,412)
Net current period other comprehensive income (loss) $ (45,708) $ — $ 1,296 $ (44,412)
Foreign exchange rate impact (2,355) 2,355 — —
Balance as of June 30, 2022 $ (42,420) $ (27,919) $ 2,477 $ (67,862)


	Currency Translation Adjustments		Pension Liability Adjustments		Unrealized gain (loss) on cash flow hedges		Total
Balance as of December 31, 2022	$	(45,350)	$	(40,090)	$	1,383	$	(84,057)

Other comprehensive income (loss)	$	10,634	$	—	$	(1,097)	$	9,537
Reclassified from accumulated other comprehensive loss	—		—		590		590
Net current period other comprehensive income (loss)	$	10,634	$	—	$	(507)	$	10,127
Foreign exchange rate impact	1,111		(1,111)		—		—
Balance as of March 31, 2023	$	(33,605)	$	(41,201)	$	876	$	(73,930)

~~__________________________~~

~~(1)Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.~~

~~(2)Reclassification of amounts related to cash flow hedges are included as direct costs.~~

~~BRISTOW GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

Note 910 — EARNINGS PER SHARE

Basic earnings per common ~~stock~~share is computed by dividing income available to common stockholders by the weighted average number of ~~stock~~shares of common stock outstanding during the period. Diluted earnings per common ~~stock~~share excludes options to purchase common stock and restricted stock units and awards which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per ~~stock~~share (in thousands, except per ~~stock~~share amounts):

Three Months Ended June 30,
2022 2021
Income (loss):
Net income (loss) attributable to Bristow Group Inc. $ 3,987 $ (14,197)
Less: Net income attributable to participating securities — $ —
Net income (loss) attributable to fully vested common stock $ 3,987 $ (14,197)
Shares of common stock:
Weighted average number of common stock outstanding – basic 28,269 $ 28,669
Net effect of dilutive stock 643 $ —
Weighted average number of common stock outstanding – diluted(1)
28,912 $ 28,669
Earnings (losses) per common stock - basic $ 0.14 $ (0.50)
Earnings (losses) per common stock - diluted $ 0.14 $ (0.50)


	Three Months Ended March 31,
	2023		2022
Income (loss):
Net loss attributable to Bristow Group Inc.	$	(1,522)	$	(4,313)


Shares of common stock:
Weighted average shares of common stock outstanding – basic	27,983		28,222


Weighted average shares of common stock outstanding – diluted(1)	27,983		28,222

Losses per common share - basic	$	(0.05)	$	(0.15)
Losses per common share - diluted	$	(0.05)	$	(0.15)

__________________

(1)Excludes weighted average shares of common stock of ~~1,032,816~~1,898,771 and ~~238,599~~1,620,849 for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, for certain ~~stock~~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)

Note 1011 — SEGMENT INFORMATION

The Company conducts business in 1one segment: aviation services. The aviation services global operations include 4four regions as follows: Europe, ~~Africa,~~ the Americas, Africa and Asia Pacific. The Europe region comprises all of the Company’s operations and affiliates in Europe, including the Dutch Caribbean, the Falkland Islands, the Netherlands, Norway and the U.K. ~~The Africa region comprises all of the Company’s operations and affiliates on the African continent, including Nigeria.~~ The Americas region comprises all of the Company’s operations and affiliates in North America and South America, including Brazil, Canada, Guyana, Suriname, Trinidad and the U.S. Gulf of Mexico. The Africa region comprises all of the Company’s operations and affiliates on the African continent, including Nigeria. The Asia Pacific region comprises all of the Company’s operations and affiliates in Australia.

The following tables show region information prepared on the same basis as the Company’s condensed consolidated financial statements (in thousands):


		Three Months Ended June 30,				Three Months Ended March 31,
		2022		2021				2023		2022
Region revenues:	Region revenues:						Region revenues:
Europe	Europe	$	162,377	$	174,314		Europe	$	173,008	$	162,561
Americas	Americas	94,569		86,338			Americas	79,184		95,191
Africa							Africa	28,708		16,489
Asia Pacific	Asia Pacific	21,176		22,081			Asia Pacific	21,122		13,086
Africa		23,578		17,273
Corporate and other		37		596
Other							Other	—		72
Total region revenues	Total region revenues	$	301,737	$	300,602		Total region revenues	$	302,022	$	287,399

~~BRISTOW GROUP INC. AND SUBSIDIARIES~~


	Three Months Ended March 31,
	2023		2022






Consolidated operating income (loss):
Europe	$	11,579	$	14,457
Americas	9,298		17,787
Africa	4,522		(8,441)
Asia Pacific	2,868		(7,603)
Other	(25,537)		(20,031)
Gain (loss) on disposal of assets	3,256		(41)
Total consolidated operating income (loss)	$	5,986	$	(3,872)

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

Consolidated operating income (loss):
Europe $ 21,136 $ 23,032
Americas 8,929 12,232
Asia Pacific (514) (218)
Africa (921) (11,479)
Corporate and other (20,816) (36,297)
Gain (loss) on disposal of assets (2,101) 499
Total consolidated operating income (loss) $ 5,713 $ (12,231)


		June 30,		March 31,
		2022		2022			March 31, 2023		December 31, 2022
Identifiable assets:	Identifiable assets:					Identifiable assets:
Europe	Europe	$	868,160	$	917,656	Europe	$	1,188,640	$	1,012,291
Americas	Americas	529,867		500,219		Americas	479,252		484,410
Africa						Africa	113,688		84,528
Asia Pacific	Asia Pacific	54,737		50,335		Asia Pacific	32,200		37,459
Africa		98,153		92,582
Corporate and other		291,455		263,487
Other						Other	84,735		193,313
Total identifiable assets	Total identifiable assets	$	1,842,372	$	1,824,279	Total identifiable assets	$	1,898,515	$	1,812,001

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~~related notes, ~~thereto~~included elsewhere herein, as well as our ~~Annual~~Transition Report on Form ~~10-K~~10-KT for the ~~fiscal year~~period ended ~~March~~December 31, 2022, filed with the ~~Securities and Exchange Commission (the “SEC”)~~SEC on ~~May 31, 2022.~~March 9, 2023. Unless the context otherwise indicates, in this MD&A, any references to the “Company”, “Bristow”, “we”, “us” and “our” refer to Bristow Group Inc. and its consolidated entities.

In the discussions that follow, the terms “Current Quarter”, “Preceding Quarter” and “Prior Year Quarter” refer to ~~the~~ three months ended ~~June 30,~~March 31, 2023, December 31, 2022 and March 31, 2022, ~~and June 30, 2021,~~ 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, 2023, is referred to as “fiscal year 2023.”~~

Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as 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 on Form 10-Q, 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 on Form 10-Q 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. Such risks, uncertainties and factors that could cause or contribute to such differences, include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed in Part I,II, Item 1A, “Risk Factors” of this report and those discussed in other documents we file with the SEC. 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:

•global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries (OPEC) and other producing countries;

•fluctuations in the demand for our services;

•the possibility of significant changes in foreign exchange rates and controls;

•public health crises, such as pandemics ~~(COVID-19)~~(including COVID-19) and epidemics, and any related government policies and actions;

•any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions;

•our inability to execute our business strategy for diversification efforts related to government services, offshore wind, and advanced air mobility;

•our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition;

•the possibility that we may be unable to maintain compliance with covenants in our financing agreements;

•~~fluctuations in the demand for our services;~~

•the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates;

•~~the possibility of significant changes in foreign exchange rates and controls;~~

•potential effects of increased competition and the introduction of alternative modes of transportation and solutions;

•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 and policies, including, without limitation, actions of ~~the Biden Administration~~governments that impact oil and gas operations or favor renewable energy ~~projects in the U.S.;~~projects;

•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 portions of our fleet may be grounded for extended periods of time or ~~indefinitely;~~indefinitely (including due to severe weather events);

•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 governments, our contracts with the Bureau of Safety and Environmental Enforcement ("BSEE") or delays in receiving payments under such contracts;

•the effectiveness of our environmental, social and governance initiatives;

•the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers; 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. All forward-looking statements in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and are only made as of the date of this Quarterly Report on Form 10-Q. The forward-looking statements in this Quarterly Report on Form 10-Q should be evaluated together with the many 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~~Transition Report on Form ~~10-K~~10-KT and under the heading “Risk Factors” and Part II Item 1A “Risk Factors” ~~of this~~on the Company’s subsequent Quarterly ~~Report~~Reports on Form 10-Q.

We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking 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.

Overview

Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. We primarily provide aviation services to a broad base of ~~major integrated, national~~offshore energy companies and ~~independent energy companies. We also provide commercial~~government entities. Our aviation services include personnel transportation, search and rescue (“SAR”) ~~services in multiple countries and public sector SAR services in the United Kingdom (“U.K.”) on behalf of the Maritime & Coastguard Agency (“MCA”). Additionally, we offer~~, medevac, fixed wing transportation, unmanned systems and ~~other aviation related solutions.~~ad-hoc helicopter services. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations.

Our core business of providing aviation services to leading global energy companies and ~~public and private sector SAR services~~government entities provides us with geographic and customer diversity ~~which~~that helps mitigate risks associated with a single market or customer. We currently have customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Guyana, India, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the ~~U.K~~United Kingdom (“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. Our North Sea operations also are subject to seasonality as drilling activity is lower during the winter months due to harsh weather and shorter days. See “Segment Markets and Seasonality” in Item 1 of our ~~Annual~~Transition Report on Form ~~10-K~~10-KT for further discussion on seasonality.

~~Recent Developments~~

~~Bristow Completes Acquisition of British International Helicopter Services Limited~~

Bristow completed its acquisition of British International Helicopter Services Limited ("BIH") effective August 2, 2022, for an all cash purchase price of £10.4 million, further enhancing its leading global Government Services offering. Bristow will integrate BIH into its U.K. operations, where BIH will adopt the Bristow name and brand throughout its operations.

~~Change in Fiscal Year End~~

In August 2022, the Board of Directors of Bristow approved a change in the fiscal year end of the Company from March 31st to December 31st. The Company expects to change the fiscal year on a prospective basis and will not adjust operating results for prior periods, and the Company will file a transition report on Form 10-K for the transition period ended December 31, 2022. The Company believes this change to align with the calendar year will provide numerous benefits, including improving comparability between periods and relative to its peers. Bristow intends to issue financial guidance when it announces next quarter’s earnings.

~~Awarded Second-Generation Search and Rescue Contract with U.K. Government~~

In July 2022, the Company was awarded a £1.6 billion, 10-year contract for the Second-Generation Search and Rescue Aviation ("UKSAR2G") program by the MCA, an executive agency of the Department for Transport in the U.K. The Bristow-led consortium will operate: 18 helicopters, including nine existing Leonardo AW189 helicopters and three existing Sikorsky S-92s augmented by the introduction of six new Leonardo AW139 helicopters; six King Air fixed-wing airplanes; and one mobile deployable Schiebel CAMCOPTER S-100 UAS. The Company transitions to the new contract beginning September 30, 2024 through December 31, 2026.

~~Signing of Favorable Long-Term Maintenance Support Agreements~~

In June 2022, the Company announced it had signed long-term maintenance support agreements with Leonardo Helicopters for airframes and Pratt & Whitney for engines on the Company's global fleet of AW139 helicopters. The aggregate buy-in cost is approximately $55 million, which will be paid in installments between July 2022 and December 2022.

Fleet Information

The chart below presents the number of aircraft in our fleet and their distribution among the regions in which we operate, the number of helicopters we had on order and the percentage of operating revenues each of our regions provided as of ~~June 30, 2022:~~March 31, 2023:


		Percentage of Current Quarter Operating Revenue		Helicopters				UAV	Fixed Wing				Percentage of Current Quarter Operating Revenue		Helicopters				Fixed Wing	UAS
				Heavy	Medium	Light Twin	Light Single			Total (1)	Percentage of Current Quarter Operating Revenue				Medium	Light Twin	Light Single	Fixed Wing
Europe	Europe	54	%	61	9	—	3	2	—	75			57	%	62	8	—		1	4	78
Americas	Americas	31	%	20	52	14	27	—	—	113		Americas	26	%	26	49	11	25	—	—	111
Africa												Africa	10	%	4	15	3	—	2	—	24
Asia Pacific	Asia Pacific	7	%	—	2	—	—	—	12	14		Asia Pacific	7	%	—	2	—	—	11	—	13
Africa		8	%	4	14	—	—	—	2	20
Total	Total	100	%	85	77	14	30	2	14	222		Total	100	%	92	74	14	28	14	4	226
Aircraft not currently in fleet:	Aircraft not currently in fleet:											Aircraft not currently in fleet:
On order	On order			3	—	5	—	—	—	8		On order			2	—	5	—	—	—	7

Under construction												Under construction			—	6	—	—	—	—	6

_____________

(1)Includes 4245 leased aircraft as follows:












	Helicopters				Fixed Wing	UAS
	Heavy	Medium	Light Twin	Light Single			Total
Europe	29	1	—	—	—	—	30
Americas	6	2	—	—	—	—	8
Africa	—	1	1	—	2	—	4
Asia Pacific	—	—	—	—	3	—	3
Total	35	4	1	—	5	—	45

Helicopters UAV Fixed Wing
Heavy Medium Light Twin Light Single Total
Europe 26 1 — — 2 — 29
Americas 2 2 — — — — 4
Asia Pacific — — — — — 6 6
Africa — 1 — — — 2 3
Total 28 4 — — 2 8 42

As of ~~June 30, 2022,~~March 31, 2023, the aircraft in our fleet were as follows:


		Number of Aircraft					Number of Aircraft
		Operating Aircraft								Operating Aircraft
Type	Type	Owned Aircraft	Leased Aircraft	Aircraft Held For Sale	Total Aircraft	Maximum Passenger Capacity		Average Age (years)(1)	Type	Owned Aircraft	Leased Aircraft	Total Aircraft	Maximum Passenger Capacity	Average Age (years)(1)
Heavy Helicopters:	Heavy Helicopters:								Heavy Helicopters:
S-92		39	27	—	66	19		13
H225		—	—	1	1	19		14
S92									S92	38	30	68	19	13
AW189	AW189	17	1	—	18	16		6	AW189	17	4	21	16	7
S61									S61	2	1	3	19	52
		56	28	1	85					57	35	92
Medium Helicopters:	Medium Helicopters:								Medium Helicopters:
AW139	AW139	51	4	—	55	12		11	AW139	49	4	53	12	12
S-76 D/C++/C+		22	—	—	22	12		12

S76 D/C++/C+									S76 D/C++/C+	20	—	20	12	12
AS365									AS365	1	—	1	12	33
		73	4	—	77					70	4	74
Light—Twin Engine Helicopters:	Light—Twin Engine Helicopters:								Light—Twin Engine Helicopters:
AW109	AW109	4	—	—	4	7		15	AW109	4	—	4	7	16
EC135	EC135	10	—	—	10	6		13	EC135	9	1	10	6	13
		14	—	—	14					13	1	14
Light—Single Engine Helicopters:	Light—Single Engine Helicopters:								Light—Single Engine Helicopters:
AS350	AS350	17	—	—	17	4		25	AS350	15	—	15	4	24
AW119	AW119	13	—	—	13	7		16	AW119	13	—	13	7	16
		30	—	—	30					28	—	28

Total Helicopters	Total Helicopters	173	32	1	206			13	Total Helicopters	168	40	208		14
Fixed wing		6	8	—	14
Unmanned Aerial Vehicle		—	2	—	2
Fixed Wing									Fixed Wing	9	5	14
Unmanned Aerial Systems (“UAS”)									Unmanned Aerial Systems (“UAS”)	4	—	4
Total Fleet	Total Fleet	179	42	1	222				Total Fleet	181	45	226

______________________

(1)Reflects the average age of helicopters that are owned.

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 following table presents our operating results and other statement of operations information for the Current Quarter and the Preceding Quarter (in thousands, except percentages):


		Three Months Ended				Favorable (Unfavorable)					Three Months Ended				Favorable (Unfavorable)
		June 30, 2022		March 31, 2022							March 31, 2023		December 31, 2022
Revenues:	Revenues:									Revenues:
Operating revenues	Operating revenues	$	294,148	$	275,582	$	18,566	6.7	%	Operating revenues	$	292,931	$	304,341	$	(11,410)	(3.7)	%
Reimbursable revenues	Reimbursable revenues	7,589		11,817		(4,228)		(35.8)	%	Reimbursable revenues	9,091		9,221		(130)		(1.4)	%
Total revenues	Total revenues	301,737		287,399		14,338		5.0	%	Total revenues	302,022		313,562		(11,540)		(3.7)	%

Costs and expenses:	Costs and expenses:									Costs and expenses:
Operating expenses	Operating expenses									Operating expenses
Personnel	Personnel	69,095		75,863		6,768		8.9	%	Personnel	78,190		77,127		(1,063)		(1.4)	%
Repairs and maintenance	Repairs and maintenance	66,510		60,579		(5,931)		(9.8)	%	Repairs and maintenance	58,610		65,697		7,087		10.8	%
Insurance	Insurance	3,966		5,552		1,586		28.6	%	Insurance	4,916		4,736		(180)		(3.8)	%
Fuel	Fuel	30,118		20,526		(9,592)		(46.7)	%	Fuel	22,550		26,178		3,628		13.9	%
Leased-in equipment	Leased-in equipment	23,758		24,558		800		3.3	%	Leased-in equipment	24,055		24,778		723		2.9	%
Other	Other	31,054		30,633		(421)		(1.4)	%	Other	38,403		36,251		(2,152)		(5.9)	%
Total operating expenses	Total operating expenses	224,501		217,711		(6,790)		(3.1)	%	Total operating expenses	226,724		234,767		8,043		3.4	%
Reimbursable expenses	Reimbursable expenses	7,287		11,694		4,407		37.7	%	Reimbursable expenses	8,991		9,219		228		2.5	%
General and administrative expenses	General and administrative expenses	40,159		41,644		1,485		3.6	%	General and administrative expenses	46,730		41,736		(4,994)		(12.0)	%
Merger and integration costs	Merger and integration costs	368		824		456		55.3	%	Merger and integration costs	439		335		(104)		(31.0)	%
Restructuring costs		—		2,113		2,113		nm

Depreciation and amortization expense	Depreciation and amortization expense	16,536		16,919		383		2.3	%	Depreciation and amortization expense	17,445		17,000		(445)		(2.6)	%
Total costs and expenses	Total costs and expenses	288,851		290,905		2,054		0.7	%	Total costs and expenses	300,329		303,057		2,728		0.9	%

Loss on impairment		(5,187)		—		(5,187)		nm
Loss on disposal of assets		(2,101)		(41)		(2,060)		nm
Earnings (losses) from unconsolidated affiliates, net		115		(325)		440		nm
Operating income (loss)		5,713		(3,872)		9,585		nm

Gain (loss) on disposal of assets										Gain (loss) on disposal of assets	3,256		(1,747)		5,003		nm
Earnings from unconsolidated affiliates										Earnings from unconsolidated affiliates	1,037		716		321		44.8	%
Operating income										Operating income	5,986		9,474		(3,488)		(36.8)	%

Interest income	Interest income	74		17		57		nm		Interest income	1,129		950		179		18.8	%
Interest expense		(10,242)		(10,241)		(1)		—	%
Interest expense, net										Interest expense, net	(10,264)		(10,457)		193		1.8	%

Reorganization items, net	Reorganization items, net	(49)		(43)		(6)		(14.0)	%	Reorganization items, net	(44)		(21)		(23)		nm

Other, net	Other, net	16,750		13,023		3,727		28.6	%	Other, net	(3,426)		(7,730)		4,304		55.7	%
Total other income, net		6,533		2,756		3,777		137.0	%
Income (loss) before income taxes		12,246		(1,116)		13,362		nm
Income tax expense		(8,231)		(3,260)		(4,971)		nm
Net income (loss)		4,015		(4,376)		8,391		nm
Net (income) loss attributable to noncontrolling interests		(28)		63		(91)		nm
Net income (loss) attributable to Bristow Group Inc.		$	3,987	$	(4,313)	$	8,300	nm
Total other income (expense), net										Total other income (expense), net	(12,605)		(17,258)		4,653		27.0	%
Loss before income taxes										Loss before income taxes	(6,619)		(7,784)		1,165		15.0	%
Income tax benefit										Income tax benefit	5,094		853		4,241		nm
Net loss										Net loss	(1,525)		(6,931)		5,406		78.0	%
Net loss (income) attributable to noncontrolling interests										Net loss (income) attributable to noncontrolling interests	3		(46)		49		nm
Net loss attributable to Bristow Group Inc.										Net loss attributable to Bristow Group Inc.	$	(1,522)	$	(6,977)	$	5,455	78.2	%

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				Favorable (Unfavorable)					Three Months Ended				Favorable (Unfavorable)
		June 30, 2022		March 31, 2022							March 31, 2023		December 31, 2022
Oil and gas services:
Offshore energy services:										Offshore energy services:
Europe	Europe	$	90,053	$	89,234	$	819	0.9	%	Europe	$	85,291	$	87,321	$	(2,030)	(2.3)	%
Americas	Americas	84,665		86,249		(1,584)		(1.8)	%	Americas	70,982		87,164		(16,182)		(18.6)	%
Africa	Africa	20,362		13,837		6,525		47.2	%	Africa	25,356		24,120		1,236		5.1	%
Total oil and gas services		$	195,080	$	189,320	$	5,760	3.0	%
Total offshore energy services										Total offshore energy services	$	181,629	$	198,605	$	(16,976)	(8.5)	%
Government services	Government services	70,107		66,239		3,868		5.8	%	Government services	82,334		77,013		5,321		6.9	%
Fixed wing services	Fixed wing services	25,942		16,806		9,136		54.4	%	Fixed wing services	25,919		25,065		854		3.4	%
Other services	Other services	3,019		3,217		(198)		(6.2)	%	Other services	3,049		3,658		(609)		(16.6)	%
		$	294,148	$	275,582	$	18,566	6.7	%		$	292,931	$	304,341	$	(11,410)	(3.7)	%

Current Quarter compared to Preceding Quarter

Operating Revenues. Operating revenues were ~~$18.6~~$11.4 million ~~higher~~lower in the ~~Current Quarter~~quarter ended March 31, 2023 (the “Current Quarter”) compared to the ~~Preceding Quarter.~~quarter ended December 31, 2022 (the “Preceding Quarter”).

Operating revenues from ~~oil and gas~~offshore energy services were ~~$5.8~~$17.0 million ~~higher~~lower in the Current Quarter.

Operating revenues from ~~oil and gas~~offshore energy services in the ~~Africa~~Americas region were ~~$6.5~~$16.2 million ~~higher~~lower in the Current Quarter primarily due to the end of a contract in Guyana and lower utilization in Suriname and Trinidad of $9.3 million, $1.1 million and $0.3 million, respectively, lower lease payments of $5.5 million received from Cougar, which are recognized on a cash basis, and lower fuel revenues of $1.5 million. These decreases were partially offset by higher ~~utilization.~~utilization in Brazil and the Gulf of Mexico (“GOM”) of $0.8 million and $0.7 million, respectively.

Operating revenues from ~~oil and gas~~offshore energy services in the Europe region were ~~$0.8~~$2.0 million ~~higher~~lower in the Current Quarter. Revenues in Norway were ~~$1.6~~$1.2 million ~~higher~~lower primarily due to ~~higher fuel revenues of $2.2 million and utilization of $1.2 million, partially offset by the weakening of the Norwegian krone relative to the U.S. dollar of $1.8 million.~~lower seasonal utilization. Revenues in the U.K. were $0.8 million lower primarily due to lower seasonal utilization, partially offset by the ~~weakening~~strengthening of the British pound sterling (“GBP”) relative to the U.S. dollar of $2.0 million and settlement fees related to an early contract termination received in the Preceding Quarter of $0.7 million, partially offset by higher fuel revenues of $1.3 million and utilization of $0.6 million.dollar.

Operating revenues from ~~oil and gas~~offshore energy services in the ~~Americas~~Africa region were $1.6 million lower in the Current Quarter primarily due to lower lease payment collections from Cougar Helicopters Inc. (“Cougar”), which are recognized on cash basis, of $4.1 million, lower utilization in the U.S. Gulf of Mexico (“GOM”) SAR, Guyana and GOM of $1.6 million, $1.0 million and $0.4 million, respectively. These decreases were partially offset by higher utilization in Suriname and Brazil of $2.1 million and $1.5 million, respectively, and higher fuel revenues of $1.9 million.

~~Operating revenues from government services were $3.9~~$1.2 million higher in the Current Quarter primarily due to ~~higher activity of $8.1 million,~~increased rates, partially offset by lower seasonal utilization.

Operating revenues from government services were $5.3 million higher in the ~~weakening~~Current Quarter primarily due to the full quarter impact of the Netherlands and Dutch Caribbean contracts of $2.4 million and $1.4 million, respectively, and higher revenues in U.K. SAR due to the strengthening of the GBP relative to the U.S. dollar of ~~$4.2~~$1.9 million. These increases were partially offset by lower utilization in the Americas of $0.4 million.

Operating revenues from fixed wing services were ~~$9.1~~$0.9 million higher in the Current Quarter primarily due to ~~higher utilization related~~a benefit on expired tickets and a retrospective billing adjustment, partially offset by lower seasonal utilization.

Operating revenues from other services were $0.6 million lower primarily due to ~~the reopening of borders in Australia.~~lower dry-lease revenues.

Operating Expenses. Operating expenses were ~~$6.8~~$8.0 million lower in the Current Quarter. Repairs and maintenance costs were $7.1 million lower primarily due to the timing of repairs, lower inventory write-offs and lower power-by-the-hour (“PBH”) expenses due to fewer flight hours. Fuel costs were $3.6 million lower primarily due to fewer flight hours. Leased-in equipment costs were $0.7 million lower due to the purchase of previously leased aircraft and equipment in Australia and lower lease costs. These decreases were partially offset by higher other operating costs of $2.2 million primarily due to higher utilities and base-related costs of $0.8 million, lower gains from foreign currency hedging contracts of $0.7 million and higher training costs of $0.7 million. Personnel costs were $1.1 million higher primarily due to unfavorable foreign exchange rate impacts and increased headcount. Insurance costs were $0.2 million higher in the Current Quarter. Fuel costs were $9.6 million higher primarily due to increased global fuel prices and fight hours. Repairs and maintenance costs were $5.9 million higher primarily due to higher power-by-the-hour (“PBH”) expenses related to an increase in activity of $3.2 million and flight hour rates of $1.6 million, timing of repairs of $2.1 million, and the release of a provision related to engine repairs of $1.2 million at Airnorth recognized in the Preceding Quarter, partially offset by lower inventory write-offs of $2.3 million. Other operating costs were $0.4 million higher in the Current Quarter primarily due to higher training costs of $1.0 million, partially offset by lower freight costs of $0.6 million. These increases were partially offset by lower personnel costs of $6.8 million primarily due to seasonal personnel costs variations of $6.0 million in Norway and higher compensation costs in the Americas region of $0.8 million incurred in the Preceding Quarter. Insurance costs were $1.6 million lower due to a decrease in premium rates following annual policy renewals. Leased-in equipment costs were $0.8 million lower in the Current Quarter.

General and ~~Administrative.~~Administrative Expenses. General and administrative expenses were ~~$1.5~~$5.0 million ~~lower~~higher primarily due to nonrecurring professional services fees, severance costs and tax expenses of $3.2 million in the Current Quarter ~~primarily due~~and the absence of one-time benefits recognized in the Preceding Quarter of $1.3 million related to ~~lower professional services fees~~insurance rebates and ~~lower~~non-cash compensation ~~expenses.~~

~~Merger~~adjustments. Adjusted for these unusual items, general and ~~Integration Costs.~~ ~~Merger and integration costs were $0.5~~administrative expenses would have been $0.4 million ~~lower~~higher in the Current ~~Quarter primarily due to lower lease return costs related to the Merger.~~Quarter.

~~Restructuring Costs~~Depreciation and Amortization Expense. ~~. During the Preceding Quarter, restructuring costs~~Depreciation and amortization expenses were ~~$2.1~~$0.4 million ~~primarily due to severance costs~~higher in the ~~Africa region.~~Current Quarter.

~~Loss on Impairment.~~ ~~During the Current Quarter, the Company recognized a $5.2 million loss on impairment related to a PBH intangible asset write-off.~~

~~Loss~~Gain (Loss) on Disposal of Assets. During the Current Quarter, the Company ~~recognized~~sold or otherwise disposed of three helicopters and other assets, resulting in a net gain of $3.3 million. During the Preceding Quarter, the Company sold or otherwise disposed of four helicopters and other assets, resulting in a net loss ~~on disposal~~ of ~~assets of $2.1 million from the sale of five helicopters for cash proceeds of $7.6~~$1.7 million.

Earnings ~~(losses)~~ from Unconsolidated Affiliates. During the Current Quarter, the Company recognized earnings of ~~$0.1~~$1.0 million from unconsolidated affiliates compared to ~~losses of $0.3~~$0.7 million in the Preceding Quarter.

Other, ~~Income (Expense),~~ net. Other ~~income,~~expense, net of ~~$16.8~~$3.4 million in the Current Quarter primarily resulted from foreign exchange ~~gains~~losses of ~~$14.0~~$4.1 million, ~~government grants to fixed wing services of $2.5 million and~~partially offset by a favorable interest adjustment to the Company’s pension liability of ~~$0.2~~$0.9 million. Other ~~income,~~expense, net of ~~$13.0~~$7.7 million in the Preceding Quarter resulted from foreign exchange ~~gains~~losses of ~~$6.0~~$9.2 million, ~~government grants to fixed wing services of $3.8 million, a gain on the sale of inventory of $1.9 million, insurance gains of $0.7 million and~~partially offset by a favorable interest adjustment to the Company’s pension liability of ~~$0.6~~$0.9 million and a favorable settlement of $0.5 million.

Three Months Ended Favorable
(Unfavorable)
June 30, 2022 March 31, 2022
Foreign currency gains $ 13,984 $ 5,950 $ 8,034
Pension-related costs 216 582 (366)
Other 2,550 6,491 (3,941)
Other income, net $ 16,750 $ 13,023 $ 3,727


	Three Months Ended				Favorable (Unfavorable)
	March 31, 2023		December 31, 2022
Foreign exchange losses	$	(4,103)	$	(9,243)	$	5,140
Pension-related income	861		883		(22)
Other	(184)		630		(814)
Other, net	$	(3,426)	$	(7,730)	$	4,304

Income Tax ~~Expense.~~Benefit. Income tax ~~expense~~benefit was ~~$8.2~~$4.2 million ~~in the Current Quarter compared to $3.3 million in the Preceding Quarter. The increase in income tax expense~~higher in the Current Quarter primarily ~~related~~due to ~~changes in~~ the ~~blend~~earnings mix of ~~earnings, the tax impact of valuation allowances on~~ the Company’s ~~net operating losses and deductible business interest expense.~~global operations.

Liquidity and Capital Resources

General

Our ongoing liquidity requirements arise primarily from working capital needs, meeting our capital commitments (including the purchase of aircraft and other equipment) and the repayment of debt obligations. In addition, we may use our liquidity to fund acquisitions, repay debt, repurchase stock or debt securities or make other investments. Our primary sources of liquidity are cash balances and cash flows from operations 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


		Three Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022
		(in thousands)					(in thousands)
Cash flows provided by or (used in):	Cash flows provided by or (used in):					Cash flows provided by or (used in):
Operating activities	Operating activities	$	22,750	$	36,441	Operating activities	$	6,615	$	5,577
Investing activities	Investing activities	(1,488)		6,802		Investing activities	(8,104)		(7,842)
Financing activities	Financing activities	(6,539)		(27,690)		Financing activities	34,148		(3,891)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(22,304)		2,042		Effect of exchange rate changes on cash, cash equivalents and restricted cash	4,201		(5,292)
Net increase in cash, cash equivalents and restricted cash		$	(7,581)	$	17,595
Net increase (decrease) in cash, cash equivalents and restricted cash						Net increase (decrease) in cash, cash equivalents and restricted cash	$	36,860	$	(11,448)

Operating Activities

During the Current Quarter, cash flows provided by operating activities were ~~$13.7~~$6.6 million, ~~lower~~which was $1.0 million higher than the Prior Year Quarter primarily due to ~~higher~~lower cash taxes ~~paid~~paid. Working capital changes of $4.0 million were primarily due to increases in inventory balances and ~~increased~~a decrease in accounts ~~receivables balances. Cash paid for income taxes was $11.1 million in the Current Quarter compared to and $3.0 million in the Prior Year Quarter.~~payables.

Investing Activities

During the Current Quarter, net cash used in investing activities was ~~$1.5~~$8.1 million primarily consisting of:

•Capital expenditures of ~~$9.0~~$31.5 million primarily related to ~~deposits on an AW139 helicopter, purchase~~deposit payments for aircraft, purchases of ~~an unmanned aerial vehicle~~equipment and leasehold improvements, ~~partially offset by~~and

•Proceeds of ~~$7.6~~$23.4 million primarily from the sale of ~~five aircraft.~~an AW189 heavy helicopter and the sale or disposal of other aircraft and assets.

During the Prior Year Quarter, net cash ~~provided by~~used in investing activities was ~~$6.8~~$7.8 million primarily as follows:

•~~Proceeds of $10.6 million from the sale of three aircraft and certain other equipment, partially offset by~~

•~~Cash transferred in the sale of a subsidiary in Colombia of $0.9 million, and~~

•Capital expenditures of ~~$3.0 million.~~$7.8 million primarily related to purchases of aircraft, equipment and leasehold improvements.

Financing Activities

During the Current Quarter, net cash ~~used in~~provided by financing activities was ~~$6.5~~$34.1 million primarily consisting of:

•~~Stock repurchases~~Proceeds from borrowing of ~~$3.1~~$169.5 million,

•Net repayments of debt of ~~$2.9~~$132.3 million related to the Lombard debt principal, and

•~~Payment~~Payments on debt issuance costs of ~~$0.5 million related to the refinancing of the ABL Facility.~~$2.7 million.

During the Prior Year Quarter, net cash used in financing activities was ~~$27.7~~$3.9 million primarily consisting of:

•~~Stock repurchases of $21.8 million,~~

•Net repayments of debt of ~~$4.0~~$3.2 million, ~~related to the Lombard and Airnorth debts principal,~~

•Stock repurchases of $0.6 million, and

•~~Payment~~Payments on debt issuance costs of ~~$1.9~~$0.1 million.

Entry into Long-term Equipment Financing

In January 2023, we entered into two thirteen-year secured equipment financings with NatWest Debt for aggregate proceeds of $169.5 million. The net proceeds from the financings were used to refinance the indebtedness of the Lombard Debt and will be used to provide additional financing to support our obligations under our SAR contracts in the U.K. The credit facilities have thirteen-year terms with repayment due in quarterly installments which commenced on March 31, 2023, with a $3.2 million ~~related~~principal payment. The credit facilities bear interest at a rate equal to the ~~issuance of~~SONIA plus 2.75% per annum. Bristow's obligations under the ~~6.875% Senior Notes.~~

NatWest Debt are secured by ten SAR helicopters.

Material Cash Requirements

The factors that materially 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 our ability to attract capital on satisfactory terms. We believe that our cash flows from operating activities 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,~~flows, cash balances, borrowings under our ABL Facility, proceeds from sales of assets, issue debt or equity, or other financing options.

Our 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. There continues to be uncertainty and unpredictability around the extent to which oil prices may adversely affect demand for our services, which in turn could affect our business and liquidity. As of ~~June 30, 2022,~~March 31, 2023, we had ~~$255.0~~$198.4 million of unrestricted cash and ~~$63.0~~$76.5 million of remaining availability under our ABL Facility for total liquidity of ~~$318.0~~$274.9 million.

~~Total~~Our total principal debt balance as of ~~June 30, 2022~~March 31, 2023 was ~~$514.4~~$551.0 million primarily comprised of the 6.875% Senior Notes due in March 2028 and the two tranches of the ~~Lombard~~NatWest Debt ~~due December 29, 2023 and January 30, 2024, respectively.~~ maturing in March 2036.

We have the ability to fund capital expenditures with cash on hand and operating cash flows. ~~However,~~We were better able to optimize our capital structure ~~we plan to refinance~~by refinancing the existing Lombard debt facilities on attractive terms that bear interest at a rate equal to SONIA plus 2.75% per annum and ~~fund~~thirteen year terms. We will use the ~~balance of capital expenditures~~net proceeds from the NatWest Debt, along with operating cash ~~flows. Aside from the Lombard debt, we~~flows, to fund estimated capital expenditures of approximately $155-$165 million in support of our UKSAR2G contract.

We have no ~~near term~~near-term debt maturities and believe that our cash flows from operations and other sources of liquidity will continue to be sufficient in fulfilling our ~~debt~~capital requirements and other obligations.

As of ~~June 30, 2022,~~March 31, 2023, approximately ~~41%~~44% 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.

Contractual Obligations and Commercial Commitments

We have various contractual obligations that are recorded as liabilities on our consolidated balance sheet. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities on our consolidated balance ~~sheet.~~sheets.

As of ~~June 30, 2022,~~March 31, 2023, we had unfunded capital commitments of ~~$76.1~~$187.5 million, consisting primarily of agreements to purchase ~~helicopters, including three~~two AW189 heavy helicopters, six AW139 medium helicopters and five AW169 light twin helicopters. The AW189 helicopters and AW139 helicopters are scheduled ~~for delivery~~to be delivered in ~~fiscal years 2023 through 2025.~~2024. Delivery dates for the AW169 helicopters have yet to be determined. In addition, ~~we had~~the Company has outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery ~~in fiscal years~~between 2024 through ~~2026.~~2025. The Company may, from time to time, purchase aircraft for which it has no orders.

As of ~~June 30, 2022, $63.4~~March 31, 2023, $35.5 million of our capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately ~~$1.9~~$1.1 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.

Lease Obligations

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.

We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities used in our operations. The related lease agreements, which range from non-cancelable and month-to-month terms, generally provide for fixed monthly rentals and also can ~~also~~ include renewal options. As of ~~June 30, 2022,~~March 31, 2023, aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year ~~including leases for 42 aircraft,~~ were as follows (in thousands):


		Aircraft		Other		Total			Aircraft		Other		Total

2023(1)	2023(1)	50,413		9,284		$	59,697	2023 (1)	$	82,981	$	12,580	$	95,561
2024	2024	58,136		9,822		67,958		2024	70,675		9,197		79,872
2025	2025	43,259		7,827		51,086		2025	63,836		7,719		71,555
2026	2026	16,401		6,697		23,098		2026	44,679		5,910		50,589
2027	2027	10,221		5,135		15,356		2027	28,354		3,967		32,321
Thereafter	Thereafter	14,232		14,551		28,783		Thereafter	34,764		12,009		46,773
		$	192,662	$	53,316	$	245,978		$	325,289	$	51,382	$	376,671

~~____________________~~

~~(1)Reflects the amounts for the remaining nine months of the fiscal year ending March 31, 2023.~~

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 number of aircraft shown below do not factor in any potential renewals that management may consider to ensure sufficient availability to meet future demand and activity levels.

2022 2023 2024 2025 2026 and Beyond
Aircraft type:
S-92 — 2 7 3 15
AW189 — 1 — — —
AW139 — — 2 1 1
Fixed wing / UAV 1 7 2 — —
1 10 11 4 16

Selected Financial Information on Guarantors of Securities

On February 25, 2021, Bristow Group Inc. (“the Parent”) issued its 6.875% Senior Notes due 2028. The 6.875% Senior 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 6.875% Senior Notes, the holders of the 6.875% Senior 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 6.875% Senior 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 6.875% Senior Notes or the guarantees. The following selected financial information of the Guarantors presents a sufficient financial position of Parent to continue to fulfill its obligations under the requirements of the 6.875% Senior Notes. This selected financial information should be read in conjunction with the accompanying consolidated financial statements and notes (in thousands).


		June 30, 2022		March 31, 2022			March 31, 2023		December 31, 2022
Current assets	Current assets	$	861,813	$	825,344	Current assets	$	825,503	$	700,931
Non-current assets	Non-current assets	$	2,116,328	$	2,048,480	Non-current assets	$	2,131,398	$	2,055,765
Current liabilities	Current liabilities	$	622,519	$	536,662	Current liabilities	$	441,421	$	283,904
Non-current liabilities	Non-current liabilities	$	807,234	$	784,466	Non-current liabilities	$	764,266	$	787,024

		June 30, 2022					Three Months Ended March 31, 2023

Total revenues	Total revenues	$	106,467			Total revenues	$	91,891
Operating expense	Operating expense	$	(351)			Operating expense	$	(272)
Net loss		$	(3,570)
Net loss attributable to Bristow Group Inc.		$	(3,580)
Net income						Net income	$	(8,331)
Net income attributable to Bristow Group Inc.						Net income attributable to Bristow Group Inc.	$	(8,352)

Critical Accounting Estimates

See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” of the ~~Annual~~Transition Report on Form ~~10-K~~10-KT for a discussion of our critical accounting estimates. There have been no material changes to our critical accounting policies and estimates since the ~~Annual~~Transition Report on Form 10-K.

For discussion of recent accounting pronouncements and accounting changes, see Part I, Item 1. Financial Statements, Note 1 ofon 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. These 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” of the ~~Annual~~Transition Report on Form ~~10-K.~~10-KT. Our exposure to market risk has not changed materially since ~~March~~December 31, 2022.

See Note 6 in the Notes to the Condensed Consolidated Financial Statements on this Quarterly Report on Form 10-Q for information regarding derivative financial instruments.

Item 4. Controls and Procedures.

With the participation of our Chief Executive Officer and Chief Financial Officer, management evaluated, with reasonable assurance, the effectiveness of the 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”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of ~~June 30, 2022.~~March 31, 2023.

During the quarter ended ~~June 30, 2022,~~March 31, 2023, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of our business, we are 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 a material effect on our consolidated financial position or results of operations.

Item 1A. Risk Factors

For a detailed discussion of our risk factors, see “Risk Factors” in Item 1A of our ~~Annual~~Transition Report on Form ~~10-K~~10-KT for the ~~fiscal~~transition year ended ~~March~~December 31, 2022.

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 ~~stock~~shares of our Common Stock on a monthly basis during the three months ended ~~June 30, 2022:~~March 31, 2023:

Total Number of Stock Repurchased(1)
Average Price Paid Per
Stock 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
April 1, 2022 - April 30, 2022 1,893 $ 33.37 — $ 24,999,300
May 1, 2022 - May 31, 2022 — $ — — $ 24,999,300
June 1, 2022 - June 30, 2022 189,820 $ 26.10 158,519 $ 21,258,626


	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Stock that May Yet be Purchased Under the Plans or Programs
January 1, 2023 - January 31, 2023	—	$	—	—	$	40,000,000
February 1, 2023 - February 28, 2023	1,038	$	29.94	—	$	40,000,000
March 1, 2023 - March 31, 2023	15,814	$	23.43	—	$	40,000,000

___________________________

(1)Reflects ~~33,194 stock~~16,852 shares purchased in connection with the surrender of stock by employees to satisfy certain tax withholding obligations. These repurchases are not a part of our publicly announced program and do not affect our Board-approved stock repurchase program.

In July 2022, the Company repurchased an additional 267,419 shares of common stock for gross consideration of $6.3 million, which is an average cost per stock of $23.41. After these repurchases, $15.0 million remained available of the authorized $75.0 million stock repurchase program.

In August 2022, the Board of Directors of Bristow approved a new $40.0 million stock repurchase program, and terminated the prior program, under which $15.0 million remained available of the original $75.0 million authorized. Purchases of the Company’s common stock under the stock repurchase program may be made in the open market, including pursuant to a Rule 10b5-1 program, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The stock repurchase program has no expiration date and may be suspended or discontinued at any time without notice, subject to any changes in applicable law or regulations thereunder.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of this Quarterly Report:


Exhibit Number						Description of Exhibit
3.1						Amended and Restated Certificate of Incorporation of Era Group Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2018 (File No. 001-35701)).
3.2						Certificate Of Amendment of Amended and Restated Certificate of Incorporation of Era Group Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2020 (File No. 001-35701)).
3.3						Certificate Of Amendment of Amended and Restated Certificate of Incorporation of Era Group Inc. (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2020 (File No. 001-35701)).
3.4						Amended and Restated Bylaws of Bristow Group Inc. (incorporated herein by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2020 (File No. 001-35701)).
10.1						Facility Agreement, dated as of January 10, 2023, among Bristow U.S. Leasing LLC, the banks and financial institutions party thereto and National Westminster Bank Plc (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on January 13, 2023 (File No. 001-35701)).
10.2						Facility Agreement, dated as of January 10, 2023, among Bristow Aircraft Leasing Limited, the banks and financial institutions party thereto and National Westminster Bank Plc (incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC on January 13, 2023 (File No. 001-35701)).
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.INS						XBRL Instance Document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
†						Compensatory Plan or Arrangement.
*						Filed herewith.
**						Furnished herewith.

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.

			By:			/s/ Jennifer D. Whalen
						Jennifer D. Whalen Senior Vice President and Chief Financial Officer


			By:			/s/ Richard E. Tatum
						Richard E. Tatum Vice President and Chief Accounting Officer

DATE: ~~August 4, 2022~~May 3, 2023


			Total Bristow Group Inc. Stockholders’ Equity
	Redeemable Noncontrolling Interests		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, 2021	$	1,572	$	303	29,694	$	687,715	$	227,011	$	(6,915)	$	(10,501)	$	(542)	$	897,071
Stock-based compensation	—		—		49	2,326		—		—		—		—		2,326
Purchase of treasury stock	—		—		(937)	—		—		—		(25,199)		—		(25,199)
Sale of noncontrolling interest	(1,572)		—		—	—		—		—		—		—		—
Currency translation adjustments	—		—		—	—		—		—		—		5		5
Net income (loss)	—		—		—	—		(14,197)		—		—		(14)		(14,211)
Other comprehensive income	—		—		—	—		—		2,166		—		—		2,166
June 30, 2021	—		303		28,806	690,041		212,814		(4,749)		(35,700)		(551)		862,158


	Remaining Performance Obligations as of June 30, 2022
	Nine Months Ending March 31, 2023		Fiscal Year Ending March 31,								Total
			2024		2025		2026		2027 and thereafter
Outstanding Service Revenues:
Helicopter contracts	$	301,733	$	260,855	$	192,422	$	113,337	$	120,773	$	989,120
Fixed wing contracts	539		—		—		—		—		539
Total remaining performance obligation revenue	$	302,272	$	260,855	$	192,422	$	113,337	$	120,773	$	989,659


	Currency Translation Adjustments		Pension Liability Adjustments (1)		Unrealized gain on cash flow hedges (2)		Total
Balance as of March 31, 2022	$	5,643	$	(30,274)	$	1,181	$	(23,450)
Other comprehensive income (loss) before reclassification	(45,708)		—		1,296		(44,412)

Net current period other comprehensive income (loss)	$	(45,708)	$	—	$	1,296	$	(44,412)
Foreign exchange rate impact	(2,355)		2,355		—		—
Balance as of June 30, 2022	$	(42,420)	$	(27,919)	$	2,477	$	(67,862)










Consolidated operating income (loss):
Europe	$	21,136	$	23,032
Americas	8,929		12,232
Asia Pacific	(514)		(218)
Africa	(921)		(11,479)
Corporate and other	(20,816)		(36,297)
Gain (loss) on disposal of assets	(2,101)		499
Total consolidated operating income (loss)	$	5,713	$	(12,231)


	Total Number of Stock Repurchased(1)	Average Price Paid Per Stock		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
April 1, 2022 - April 30, 2022	1,893	$	33.37	—	$	24,999,300
May 1, 2022 - May 31, 2022	—	$	—	—	$	24,999,300
June 1, 2022 - June 30, 2022	189,820	$	26.10	158,519	$	21,258,626