Bristow Group Inc. (Form: 10-Q, Received: 11/03/2022 06:07:57)

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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	September 30, 2022


☐			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 share, outstanding as of October 27, 2022 was 28,016,388. 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	6

		Notes to Condensed Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

	Item 4.	Controls and Procedures	30

PART II. Other Information			30

	Item 1.	Legal Proceedings	31

	Item 1A.	Risk Factors	31

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities	31

	Item 3.	Defaults Upon Senior Securities	31

	Item 4.	Mine Safety Disclosures	31

	Item 5.	Other Information	31

	Item 6.	Exhibits	33

		Signatures	34

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share amounts)


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Revenues:
Operating revenues	$	299,391	$	290,120	$	593,539	$	578,471
Reimbursable revenues	7,879		11,464		15,468		23,715
Total revenues	307,270		301,584		609,007		602,186

Costs and expenses:
Operating expenses	231,423		218,768		455,924		433,271
Reimbursable expenses	7,673		11,188		14,960		23,302
General and administrative expenses	41,146		38,970		81,305		76,453
Merger and integration costs	291		647		659		2,382
Restructuring costs	—		117		—		968
Depreciation and amortization expense	16,051		17,644		32,587		40,839
Total costs and expenses	296,584		287,334		585,435		577,215

Loss on impairment	—		(2,901)		(5,187)		(24,835)
Gain on disposal of assets	3,368		162		1,267		661
Earnings (losses) from unconsolidated affiliates, net	630		964		745		(553)
Operating income	14,684		12,475		20,397		244

Interest income	627		42		701		108
Interest expense, net	(10,008)		(10,426)		(20,250)		(21,050)
Loss on extinguishment of debt	—		(124)		—		(124)
Reorganization items, net	(29)		(103)		(78)		(549)
Loss on sale of subsidiaries	—		—		—		(2,002)


Other, net	11,343		15,330		28,093		21,514
Total other income (expense), net	1,933		4,719		8,466		(2,103)
Income (loss) before income taxes	16,617		17,194		28,863		(1,859)
Income tax expense	(116)		(14,484)		(8,347)		(9,642)
Net income (loss)	16,501		2,710		20,516		(11,501)
Net loss (income) attributable to noncontrolling interests	17		65		(11)		79
Net income (loss) attributable to Bristow Group Inc.	$	16,518	$	2,775	$	20,505	$	(11,422)
Earnings (loss) per common share:
Basic	$	0.59	$	0.10	$	0.73	$	(0.40)
Diluted	$	0.58	$	0.10	$	0.72	$	(0.40)
Weighted average shares of common stock outstanding:
Basic	27,958		28,234		28,112		28,845
Diluted	28,405		28,685		28,635		28,845

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 September 30,				Six Months Ended September 30,
	2022		2021		2022		2021

Net income (loss)	$	16,501	$	2,710	$	20,516	$	(11,501)
Other comprehensive income (loss):
Currency translation adjustments	(41,747)		(15,683)		(89,810)		(14,411)
Pension liability adjustment	2,261		922		4,616		873
Unrealized gain on cash flow hedges, net	901		1,609		2,197		2,552
Total other comprehensive loss	(38,585)		(13,152)		(82,997)		(10,986)
Total comprehensive loss	(22,084)		(10,442)		(62,481)		(22,487)
Net comprehensive loss (income) attributable to noncontrolling interests	17		65		(11)		79
Total comprehensive loss attributable to Bristow Group Inc.	$	(22,067)	$	(10,377)	$	(62,492)	$	(22,408)

See accompanying notes to condensed consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)


	September 30, 2022		March 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	199,485	$	263,769
Restricted cash	1,818		2,245
Accounts receivable, net of allowance for doubtful accounts of $1,840 and $1,887 as of September 30, 2022 and March 31, 2022, respectively	204,762		203,771
Inventories	79,430		81,674

Prepaid expenses and other current assets	38,961		28,426
Total current assets	524,456		579,885
Property and equipment, net of accumulated depreciation of $164,577 and $149,532 as of September 30, 2022 and March 31, 2022, respectively	867,521		942,608
Investment in unconsolidated affiliates	17,000		17,585
Right-of-use assets	228,799		193,505
Other assets	125,564		90,696
Total assets	$	1,763,340	$	1,824,279
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	73,371	$	63,497
Accrued wages, benefits and related taxes	40,109		53,424
Income taxes payable and other accrued taxes	11,902		13,410
Deferred revenue	13,815		15,161
Accrued maintenance and repairs	51,513		38,354
Current portion of operating lease liabilities	72,886		69,866
Accrued interest and other accrued liabilities	19,995		21,284
Short-term borrowings and current maturities of long-term debt	10,817		12,759
Total current liabilities	294,408		287,755
Long-term debt, less current maturities	492,868		512,909
Accrued pension liabilities	6,484		18,170
Other liabilities and deferred credits	4,864		4,825
Deferred taxes	37,371		39,811
Long-term operating lease liabilities	158,511		125,441
Total liabilities	$	994,506	$	988,911
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.01 par value, 110,000 authorized; 28,016 and 28,287 outstanding as of September 30, 2022 and March 31, 2022, respectively	306		303
Additional paid-in capital	706,657		699,401
Retained earnings	231,725		211,220
Treasury stock, at cost; 2,456 and 1,983 shares as of September 30, 2022 and March 31, 2022, respectively	(63,009)		(51,659)
Accumulated other comprehensive loss	(106,447)		(23,450)
Total Bristow Group Inc. stockholders’ equity	769,232		835,815
Noncontrolling interests	(398)		(447)
Total stockholders’ equity	768,834		835,368
Total liabilities and stockholders’ equity	$	1,763,340	$	1,824,279

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
Stock-based compensation	—		93	4,161		—		—		—		—		4,161
Purchase of treasury stock.	—		(281)	—		—		(6,648)		—		—		(6,648)
Currency translation adjustments	—		—	—		—		—		—		18		18
Net income (loss)	—		—	—		16,518		—		—		(17)		16,501

Other comprehensive loss	—		—	—		—		—		(38,585)		—		(38,585)
September 30, 2022	$	306	28,016	$	706,657	$	231,725	$	(63,009)	$	(106,447)	$	(398)	$	768,834

See accompanying notes to condensed consolidated financial statements.


			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)
Currency translation adjustments	—		—		—	—		—		—		—		5		5
Net loss	—		—		—	—		(14,197)		—		—		(14)		(14,211)
Sale of noncontrolling interest	(1,572)		—		—	—		—		—		—		—		—
Other comprehensive income	—		—		—	—		—		2,166		—		—		2,166
June 30, 2021	—		303		28,806	690,041		212,814		(4,749)		(35,700)		(551)		862,158
Stock-based compensation			—		60	2,661		—		—		—		—		2,661
Purchase of treasury stock.	—		—		(564)	—		—		—		(15,383)		—		(15,383)
Currency translation adjustments	—		—		—	—		—		—		—		5		5
Net income	—		—		—	—		2,775		—		—		(65)		2,710
Other comprehensive loss	—		—		—	—		—		(13,152)		—		—		(13,152)
September 30, 2021	—		303		28,302	692,702		215,589		(17,901)		(51,083)		(611)		838,999

See accompanying notes to condensed consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)


	Six Months Ended September 30,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	20,516	$	(11,501)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization expense	39,119		46,959
Deferred income taxes	(1,930)		2,858
Loss from extinguishment of debt	—		124

Bad debt expense	—		309
Amortization of deferred financing fees	769		636
Discount amortization on long-term debt	3,343		3,963

Gain on disposal of assets	(1,267)		(661)
Loss on impairment	5,187		24,835
Loss on sale of subsidiaries	—		2,002
Stock-based compensation	7,259		4,987
Equity in earnings (losses) from unconsolidated affiliates, net	(745)		553
Increase (decrease) in cash resulting from changes in:
Accounts receivable	(17,502)		17,801
Inventory, prepaid expenses and other assets	(41,699)		1,448
Accounts payable, accrued expenses and other liabilities	(7,870)		(21,119)
Net cash provided by operating activities	5,180		73,194
Cash flows from investing activities:
Capital expenditures	(18,064)		(17,306)
Proceeds from asset dispositions	16,688		13,809

Cash transferred in sale of subsidiaries, net of cash received	—		(851)
Acquisition, net of cash received	(12,600)		—
Net cash used in investing activities	(13,976)		(4,348)
Cash flows from financing activities:

Debt issuance costs	(527)		(2,708)
Repayment of debt and debt redemption premiums	(5,646)		(12,479)

Purchase of treasury stock.	(11,350)		(40,582)
Net cash used in financing activities	(17,523)		(55,769)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(38,392)		(4,676)
Net increase (decrease) in cash, cash equivalents and restricted cash	(64,711)		8,401
Cash, cash equivalents and restricted cash at beginning of period	266,014		231,079
Cash, cash equivalents and restricted cash at end of period	$	201,303	$	239,480
Cash paid during the period for:
Interest	$	16,034	$	16,369
Income taxes	$	15,419	$	8,539

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 and six months ended September 30, 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. In August 2022, the Board of Directors (the “Board”) approved a change in the Company’s fiscal year from March 31st to December 31st. Notwithstanding such change, for purposes of this Quarterly Report on Form 10-Q, the Company’s fiscal year assumes a March 31st fiscal year end and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 2023, is referred to as “fiscal year 2023”. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on May 31, 2022.

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 Accounting Policies and Other Accounting Considerations

Maintenance and Repairs — The Company generally charges maintenance and repair costs, including major aircraft component overhaul costs, to earnings as the costs are incurred. However, certain aircraft components, such as engines and transmissions, are maintained by third-party vendors under contractual agreements also referred to as 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 has not yet been billed for costs incurred under these arrangements, these costs are included in accrued maintenance and repairs on its consolidated balance sheets. From time to time, the Company receives credits from its original equipment manufacturers. The Company records these credits as a reduction in maintenance expense when the credits are utilized in lieu of cash payments for purchases or services.

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

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

During the six months ended September 30, 2022, the Company entered into and amended two existing PBH agreements with maintenance service providers for its AW139 helicopter fleet. The terms of these agreements included a buy-in payable of approximately $55 million for the hours flown on the aircraft prior to entry into the PBH agreements. The buy-in amount for the transaction 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. The balance is amortized through operating expense on the statement of operations on a straight-line basis over the contract term. As of September 30, 2022, $31.2 million of the buy-in had been paid, with the remaining $24.2 million payable due in December 2022, included on the condensed consolidated balance sheet in accrued maintenance and repairs.

During the six months ended September 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 six months ended September 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 six months ended September 30, 2021. As of September 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.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 2 — BUSINESS COMBINATIONS

On August 2, 2022, the acquisition of British International Helicopter Services Limited (“BIH”) was successfully completed, in an all cash transaction for $12.7 million. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The Company will integrate BIH into its United Kingdom (“U.K.”) operations, within the government services line of service, and BIH will adopt the Bristow name and brand throughout its operations. BIH delivers combined search and rescue (“SAR”) and support helicopter services for the U.K. Ministry of Defence (“MOD”) with operations in the Falkland Islands and delivers fleet operational sea training helicopter support for the Royal Navy in the U.K. The acquisition is expected to strengthen the Company’s global government services offering.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition,

August 2, 2022 (in thousands):


Assets acquired:
Cash and cash equivalents	$	109
Accounts receivable	2,197
Prepaid expenses and other current assets	2,464
Inventories	125
Property and equipment	4,378
Intangible assets, net	7,037

Total assets acquired	$	16,310
Liabilities assumed:
Accounts payable	$	1,530
Accrued wages, benefits and related taxes	260





Other accrued liabilities	1,010



Deferred taxes	802

Total liabilities	$	3,602

Net assets acquired	$	12,708

The acquisition resulted in $7.0 million amortizable intangible assets associated with the two BIH customer contracts acquired. These intangible assets will be amortized over the life of the contracts and are included on the condensed consolidated balance sheet in other assets. There were no material transaction related costs.

Consistent with the guidelines of ASC 805, if the initial accounting for the business combination has not concluded by the end of the reporting period in which the acquisition occurs, an estimate may be recorded. The Company may record any material adjustments to the initial amounts recorded based on new information obtained that would have existed as of the date of the acquisition within a year of the acquisition date. The Company is continuing to analyze and assess relevant information to determine the fair value of assets acquired and liabilities assumed. The pro forma results were not included as the impact was not material to the Company’s financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 3 — 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 two types of contracts: helicopter services contracts and fixed wing services contracts.

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


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Revenues from contracts with customers	$	298,375	$	295,968	$	594,565	$	588,566
Other revenues	8,895		5,616		14,442		13,620
Total revenues	$	307,270	$	301,584	$	609,007	$	602,186

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 September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Oil and gas services	$	197,076	$	193,681	$	392,156	$	383,465
Government services	69,908		69,742		140,015		140,184
Fixed wing services	28,945		23,501		54,887		48,057
Other services	3,462		3,196		6,481		6,765
Total operating revenues	$	299,391	$	290,120	$	593,539	$	578,471

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 been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of contract milestones). These contract assets are transferred to receivables when billing milestones are met. 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 September 30, 2022 and March 31, 2022, receivables related to services performed under contracts with customers were $177.4 million and $165.2 million, respectively. During the six months ended September 30, 2022, the Company recognized $5.8 million of revenues from outstanding contract liabilities. Contract liabilities related to services performed under contracts with customers were $12.5 million and $13.3 million as of September 30, 2022 and March 31, 2022, respectively. Contract liabilities are primarily generated by fixed wing services where customers pay for tickets in advance of receiving the Company’s services and advanced payments from helicopter services customers. There were no contract assets as of September 30, 2022 and March 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) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize these revenues (in thousands):


	Remaining Performance Obligations as of September 30, 2022
	Six Months Ending March 31, 2023		Fiscal Year Ending March 31,								Total
			2024		2025		2026		2027 and thereafter
Outstanding Service Revenues:
Helicopter contracts	$	228,922	$	298,297	$	226,586	$	134,473	$	112,689	$	1,000,967
Fixed wing contracts	504		—		—		—		—		504
Total remaining performance obligation revenue	$	229,426	$	298,297	$	226,586	$	134,473	$	112,689	$	1,001,471

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 revenues are expected to be greater than what is reflected in the table above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated.

Note 4 — RELATED PARTY TRANSACTIONS

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. a related party.

During the three months ended September 30, 2022 and 2021, the Company generated total revenues of $8.8 million and $5.4 million from its related parties and also paid lease fees of $1.6 million and $2.5 million to related parties for leased aircraft and facilities, respectively. During the six months ended September 30, 2022 and 2021, the Company generated total revenues of $13.6 million and $14.0 million from its related parties and also paid lease fees of $2.9 million and $4.6 million to related parties for leased aircraft and facilities, respectively.

As of September 30, 2022 and March 31, 2022, accounts receivables from related parties included in accounts receivables on the condensed consolidated balance sheets were $1.2 million and $1.8 million, respectively.

Note 5 — DEBT

Debt as of September 30, 2022 and March 31, 2022, consisted of the following (in thousands):


	September 30, 2022		March 31, 2022
6.875% Senior Notes	$	392,405	$	391,690
Lombard Debt	111,280		133,978
Total debt	503,685		525,668
Less short-term borrowings and current maturities of long-term debt	(10,817)		(12,759)
Total long-term debt	$	492,868	$	512,909

6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes is payable semi-annually in arrears on March 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

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

forth in the indenture governing the 6.875% Senior Notes, plus accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event, the Company must make an offer to repurchase all or part of each noteholder’s notes at an offer price of 101% of the aggregate principal amount, plus accrued and unpaid interest. As of September 30, 2022 and March 31, 2022, the Company had $7.6 million and $8.3 million of unamortized debt issuance costs associated with the 6.875% Senior Notes.

Lombard Debt — During the three months ended September 30, 2022 and 2021, the Company made $2.7 million and $3.3 million, respectively, in principal payments on the Lombard debt. During the six months ended September 30, 2022 and 2021, the Company made $5.6 million and $6.6 million, respectively, in principal payments on the Lombard debt. The two tranches of this debt mature in December 2023 and January 2024, respectively. The Company intends to refinance the Lombard debt facilities.

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 September 30, 2022, the ABL Facility provided for commitments in an aggregate amount of $85.0 million with the ability to increase the total commitments up to a maximum aggregate amount of $120.0 million, subject to the terms and conditions therein.

As of September 30, 2022, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the three months ended September 30, 2022. Letters of credit issued under the ABL Facility in the aggregate face amount of $15.9 million were outstanding on September 30, 2022.

Note 6 — 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
September 30, 2022
LIABILITIES
6.875% Senior Notes(1)	$	392,405	$	—	$	351,782	$	—
Lombard Debt(2)	111,280		—		110,601		—


	$	503,685	$	—	$	462,383	$	—
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 September 30, 2022 and March 31, 2022, the carrying value is net of unamortized deferred financing fees of $7.6 million and $8.3 million respectively.

(2)As of September 30, 2022 and March 31, 2022, the carrying values of unamortized discounts were $8.0 million and $13.1 million, respectively.

Note 7 — COMMITMENTS AND CONTINGENCIES

Fleet — The Company’s unfunded capital commitments as of September 30, 2022 consisted primarily of agreements to purchase helicopters and totaled $71.3 million, payable beginning in fiscal year 2023. The Company also had $1.3 million of deposits paid on options not yet exercised.

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

The Company may terminate $59.5 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 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.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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 8 — TAXES

The Company’s income tax expense during the three and six months ended September 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 and six months ended September 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 and six months ended September 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 September 30, 2022 and 2021, the Company recorded an income tax expense of $0.1 million resulting in an effective tax rate of 0.7% and income tax expense of $14.5 million resulting in an effective tax rate of 84.2%, respectively. During the six months ended September 30, 2022 and 2021, the Company recorded an income tax expense of $8.3 million resulting in an effective tax rate of 28.9% and income tax expense of $9.6 million resulting in an effective tax rate of (518.7)%, respectively. The effective tax rate during the three months ended September 30, 2022, is lower than the U.S. statutory rate due to the mix of earnings, the impact of utilizing net operating losses in certain jurisdictions and the tax impact of foreign exchange losses outside of the U.S.

Note 9 — STOCKHOLDERS’ EQUITY

Stock Repurchases.

In September 2020, the Board authorized a stock repurchase program providing for the repurchase of up to $75.0 million of the Company’s common stock. In August 2022, the Board approved a new $40.0 million stock repurchase program 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.

During the three months ended September 30, 2022, the Company repurchased 267,419 shares of common stock in open market transactions for gross consideration of $6.3 million, at an average cost per share of $23.41. During the six months ended September 30, 2022, the Company repurchased 425,938 shares of common stock for gross consideration of $10.0 million, which is an average cost per share of $23.48. As of September 30, 2022, $40.0 million remained available of the $40.0 million stock purchase program authorized in August 2022.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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		Unrealized gain on cash flow hedges		Total
Balance as of March 31, 2022	$	5,643	$	(30,274)	$	1,181	$	(23,450)

Other comprehensive income (loss)	$	(85,194)	$	—	$	2,197	$	(82,997)


Foreign exchange rate impact	(4,616)		4,616		—		—
Balance as of September 30, 2022	$	(84,167)	$	(25,658)	$	3,378	$	(106,447)

Note 10 — EARNINGS PER SHARE

Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share excludes options to purchase common 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 share (in thousands, except per share amounts):


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Income (loss):
Net income (loss) attributable to Bristow Group Inc.	$	16,518	$	2,775	$	20,505	$	(11,422)


Shares of common stock:
Weighted average shares of common stock outstanding – basic	27,958		28,234		28,112		28,845

Effect of dilutive stock options and restricted stock	447		451		523		—
Weighted average shares of common stock outstanding – diluted(1)	28,405		28,685		28,635		28,845

Earnings (losses) per common share - basic	$	0.59	$	0.10	$	0.73	$	(0.40)
Earnings (losses) per common share - diluted	$	0.58	$	0.10	$	0.72	$	(0.40)

__________________

(3)Excludes weighted average shares of common stock of 1,431,071 and 1,143,686 for the three months ended September 30, 2022 and 2021, respectively, and 1,254,609 and 1,656,651 for the six months ended September 30, 2022 and 2021, respectively, for certain stock awards as the effect of their inclusion would have been antidilutive.

Note 11 — SEGMENT INFORMATION

The Company conducts business in one segment: aviation services. The aviation services global operations include four regions as follows: Europe, Africa, the Americas and Asia Pacific. The Europe region comprises all of the Company’s operations and affiliates in Europe, including 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 Asia Pacific region comprises all of the Company’s operations and affiliates in Australia.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Region revenues:
Europe	$	161,129	$	167,099	$	323,506	$	341,413
Americas	97,317		95,427		191,886		181,765
Asia Pacific	23,008		20,100		44,184		42,181
Africa	25,567		18,601		49,145		35,874
Corporate and other	249		357		286		953
Total revenues	$	307,270	$	301,584	$	609,007	$	602,186


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021






Consolidated operating income (loss):
Europe	$	14,393	$	13,484	$	35,529	$	36,516
Americas	17,284		21,723		26,213		33,955
Asia Pacific	1,273		(1,539)		759		(1,757)
Africa	(710)		(3,493)		(1,631)		(14,972)
Corporate and other	(20,924)		(17,862)		(41,740)		(54,159)
Gain on disposal of assets	3,368		162		1,267		661
Total consolidated operating income	$	14,684	$	12,475	$	20,397	$	244


	September 30,		March 31,
	2022		2022
Identifiable assets:
Europe	$	816,083	$	917,656
Americas	532,026		500,219
Asia Pacific	48,597		50,335
Africa	108,181		92,582
Corporate and other	258,453		263,487
Total identifiable assets	$	1,763,340	$	1,824,279

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto as well as our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on May 31, 2022. 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 Period” and “Prior Year Period” refer to the six months ended September 30, 2022 and 2021, respectively. For purposes of this Quarterly Report on Form 10-Q, our fiscal year assumes a March 31st year-end, 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, 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:

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

•public health crises, such as pandemics (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;

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

•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 governments that impact oil and gas operations or favor renewable energy 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;

•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 Report on Form 10-K and under the heading “Risk Factors” and Part II Item 1A “Risk Factors” of this Quarterly Report 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 and independent energy companies. We also provide commercial search and rescue (“SAR”) services in multiple countries and public sector aviation services such as SAR and other services on behalf of government entities. Additionally, we offer fixed wing transportation and other aviation related solutions. 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 provides us with geographic and customer diversity which helps mitigate risks associated with a single market or customer. We currently have customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Guyana, India, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the 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. See “Segment Markets and Seasonality” in Item 1 of our Annual Report on Form 10-K for further discussion on seasonality.

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 September 30, 2022:


	Percentage of Current Quarter Operating Revenue		Helicopters				UAV	Fixed Wing
			Heavy	Medium	Light Twin	Light Single			Total (1)
Europe	53	%	61	8	—	3	4	—	76
Americas	32	%	25	52	13	27	—	—	117
Asia Pacific	7	%	—	2	—	—	—	13	15
Africa	8	%	4	15	1	—	—	2	22
Total	100	%	90	77	14	30	4	15	230
Aircraft not currently in fleet:
On order			3	—	5	—	—	—	8

_____________

(1)Includes 48 leased aircraft as follows:












	Helicopters				UAV	Fixed Wing
	Heavy	Medium	Light Twin	Light Single			Total
Europe	27	1	—	—	2	—	30
Americas	5	2	—	—	—	—	7
Asia Pacific	—	—	—	—	—	7	7
Africa	—	1	1	—	—	2	4
Total	32	4	1	—	2	9	48

As of September 30, 2022, the aircraft in our fleet were as follows:


	Number of Aircraft
	Operating Aircraft
Type	Owned Aircraft	Leased Aircraft	Total Aircraft	Maximum Passenger Capacity	Average Age (years)(1)
Heavy Helicopters:
S-92	39	28	67	19	13
AW189	17	3	20	16	6
S-61	2	1	3	19	51
	58	32	90
Medium Helicopters:
AW139	50	4	54	12	12
S-76 D/C++/C+	22	—	22	12	12
AS365	1	—	1	12	33
	73	4	77
Light—Twin Engine Helicopters:
AW109	4	—	4	7	15
EC135	9	1	10	6	13
	13	1	14
Light—Single Engine Helicopters:
AS350	17	—	17	4	25
AW119	13	—	13	7	16
	30	—	30

Total Helicopters	174	37	211		14
Fixed Wing	6	9	15
Unmanned Aerial Vehicles	2	2	4
Total Fleet	182	48	230

______________________

(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)
	September 30, 2022		June 30, 2022
Revenues:
Operating revenues	$	299,391	$	294,148	$	5,243	1.8	%
Reimbursable revenues	7,879		7,589		290		3.8	%
Total revenues	307,270		301,737		5,533		1.8	%

Costs and expenses:
Operating expenses
Personnel	73,950		69,095		(4,855)		(7.0)	%
Repairs and maintenance	67,547		66,510		(1,037)		(1.6)	%
Insurance	4,606		3,966		(640)		(16.1)	%
Fuel	29,606		30,118		512		1.7	%
Leased-in equipment	23,387		23,758		371		1.6	%
Other	32,327		31,054		(1,273)		(4.1)	%
Total operating expenses	231,423		224,501		(6,922)		(3.1)	%
Reimbursable expenses	7,673		7,287		(386)		(5.3)	%
General and administrative expenses	41,146		40,159		(987)		(2.5)	%
Merger and integration costs	291		368		77		20.9	%

Depreciation and amortization expense	16,051		16,536		485		2.9	%
Total costs and expenses	296,584		288,851		(7,733)		(2.7)	%

Loss on impairment	—		(5,187)		5,187		nm
Gain (loss) on disposal of assets	3,368		(2,101)		5,469		nm
Earnings from unconsolidated affiliates, net	630		115		515		nm
Operating income	14,684		5,713		8,971		157.0	%

Interest income	627		74		553		nm
Interest expense, net	(10,008)		(10,242)		234		2.3	%

Reorganization items, net	(29)		(49)		20		40.8	%



Other, net	11,343		16,750		(5,407)		(32.3)	%
Total other income, net	1,933		6,533		(4,600)		(70.4)	%
Income before income taxes	16,617		12,246		4,371		35.7	%
Income tax expense	(116)		(8,231)		8,115		nm
Net income	16,501		4,015		12,486		nm
Net loss (income) attributable to noncontrolling interests	17		(28)		45		nm
Net income attributable to Bristow Group Inc.	$	16,518	$	3,987	$	12,531	nm

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)
	September 30, 2022		June 30, 2022
Oil and gas services:
Europe	$	87,867	$	90,053	$	(2,186)	(2.4)	%
Americas	88,015		84,665		3,350		4.0	%
Africa	21,194		20,362		832		4.1	%
Total oil and gas services	$	197,076	$	195,080	$	1,996	1.0	%
Government services	69,908		70,107		(199)		(0.3)	%
Fixed wing services	28,945		25,942		3,003		11.6	%
Other services	3,462		3,019		443		14.7	%
	$	299,391	$	294,148	$	5,243	1.8	%

Current Quarter compared to Preceding Quarter

Operating Revenues. Operating revenues were $5.2 million higher in the quarter ended September 30, 2022 (the “Current Quarter”) compared to the quarter ended June 30, 2022 (the “Preceding Quarter”).

Operating revenues from oil and gas services were $2.0 million higher in the Current Quarter.

Operating revenues from oil and gas services in the Americas region were $3.4 million higher in the Current Quarter primarily due to higher lease payments received from Cougar Helicopters Inc. (“Cougar”), which are recognized on a cash basis, of $4.0 million, higher utilization in the U.S. Gulf of Mexico (“GOM”) and Suriname of $2.2 million and $0.4 million, respectively, and higher fuel revenues of $0.3 million. These increases were partially offset by lower utilization in Trinidad, Brazil and Guyana of $2.1 million, $0.8 million and $0.6 million, respectively.

Operating revenues from oil and gas services in the Africa region were $0.8 million higher in the Current Quarter primarily due to higher utilization.

Operating revenues from oil and gas services in the Europe region were $2.2 million lower in the Current Quarter. Revenues in Norway were $5.3 million lower primarily due to lower utilization of $3.3 million, the weakening of the Norwegian krone relative to the U.S. dollar of $1.5 million and lower fuel revenues of $0.5 million. Revenues in the U.K. were $3.1 million higher primarily due to increased activity of $4.5 million and fuel revenues of $0.6 million, partially offset by the weakening of the British pound sterling (“GBP”) relative to the U.S. dollar of $2.0 million.

Operating revenues from government services were $0.2 million lower in the Current Quarter primarily due to the weakening of the GBP relative to the U.S. dollar of $4.0 million and lower activity of $0.2 million, partially offset by the acquisition of British International Helicopters Services (“BIH”) of $3.6 million and higher fuel revenues of $0.4 million.

Operating revenues from fixed wing services were $3.0 million higher in the Current Quarter primarily due to higher utilization.

Operating revenues from other services were $0.4 million higher primarily due to part sales.

Operating Expenses. Operating expenses were $6.9 million higher in the Current Quarter. Personnel costs were $4.9 million higher primarily due to seasonal personnel cost variations in Norway, namely a credit recognized in the Preceding Quarter, and an increase in headcount primarily related to the acquisition of BIH, partially offset by favorable foreign exchange rate impacts in the Europe region. Other operating costs were $1.3 million higher in the Current Quarter primarily due to fixed wing services in the Africa region and costs incurred due to the acquisition of BIH. Repairs and maintenance costs were $1.0 million higher primarily due to higher power-by-the-hour (“PBH”) expenses. Insurance costs were $0.6 million higher in the Current Quarter. These increases were partially offset by lower fuel costs of $0.5 million due to lower flight hours and lower leased-in equipment costs of $0.4 million.

General and Administrative. General and administrative expenses were $1.0 million higher in the Current Quarter primarily due to higher professional services fees.

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

Gain (Loss) on Disposal of Assets. During the Current Quarter, the Company sold or otherwise disposed of three helicopters and other assets, resulting in a net gain of $3.4 million. During the Preceding Quarter, the Company recognized a loss on disposal of assets of $2.1 million from the sale of five helicopters.

Earnings from Unconsolidated Affiliates. During the Current Quarter, the Company recognized earnings of $0.6 million from unconsolidated affiliates compared to $0.1 million in the Preceding Quarter.

Other Income (Expense), net. Other income, net of $11.3 million in the Current Quarter resulted from foreign exchange gains of $10.2 million and a favorable interest adjustment to the Company’s pension liability of $1.1 million. Other income, net of $16.8 million in the Preceding Quarter resulted from foreign exchange gains of $14.0 million, government grants to fixed wing services of $2.5 million and a favorable interest adjustment to the Company’s pension liability of $0.2 million.


	Three Months Ended				Favorable (Unfavorable)
	September 30, 2022		June 30, 2022
Foreign currency gains	$	10,199	$	13,984	$	(3,785)
Pension-related costs	1,053		216		837
Other	91		2,550		(2,459)
Other income, net	$	11,343	$	16,750	$	(5,407)

Income Tax Expense. Income tax expense was $0.1 million in the Current Quarter compared to $8.2 million in the Preceding Quarter. The effective tax rate during the Current Quarter is lower than the U.S. statutory rate due to the mix of earnings, the impact of utilizing net operating losses in certain jurisdictions and the tax impact of foreign exchange losses.

Current Six Months compared to Prior Year Six Months

The following table presents our operating results and other statement of operations information for the six months ended September 30, 2022 and 2021 (in thousands, except percentages):


	Six Months Ended September 30,				Favorable (Unfavorable)
	2022		2021
Revenues:
Operating revenues	$	593,539	$	578,471	$	15,068	2.6	%
Reimbursable revenues	15,468		23,715		(8,247)		(34.8)	%
Total revenues	609,007		602,186		6,821		1.1	%

Costs and expenses:
Operating expenses
Personnel	143,045		152,279		9,234		6.1	%
Repairs and maintenance	134,057		123,124		(10,933)		(8.9)	%
Insurance	8,572		12,868		4,296		33.4	%
Fuel	59,724		33,747		(25,977)		(77.0)	%
Leased-in equipment	47,145		53,050		5,905		11.1	%
Other	63,381		58,203		(5,178)		(8.9)	%
Total operating expenses	455,924		433,271		(22,653)		(5.2)	%
Reimbursable expenses	14,960		23,302		8,342		35.8	%
General and administrative expenses	81,305		76,453		(4,852)		(6.3)	%
Merger and integration costs	659		2,382		1,723		72.3	%
Restructuring costs	—		968		968		nm
Depreciation and amortization expense	32,587		40,839		8,252		20.2	%
Total costs and expenses	585,435		577,215		(8,220)		(1.4)	%

Loss on impairment	(5,187)		(24,835)		19,648		79.1	%
Gain on disposal of assets	1,267		661		606		nm
Earnings (losses) from unconsolidated affiliates, net	745		(553)		1,298		nm
Operating income	20,397		244		20,153		nm

Interest income	701		108		593		nm
Interest expense, net	(20,250)		(21,050)		800		3.8	%
Loss on extinguishment of debt	—		(124)		124		nm
Reorganization items, net	(78)		(549)		471		85.8	%
Loss on sale of subsidiaries	—		(2,002)		2,002		nm


Other, net	28,093		21,514		6,579		30.6	%
Total other income (expense), net	8,466		(2,103)		10,569		nm
Income (loss) before income taxes	28,863		(1,859)		30,722		nm
Income tax expense	(8,347)		(9,642)		1,295		13.4	%
Net income (loss)	20,516		(11,501)		32,017		nm
Net (income) loss attributable to noncontrolling interests	(11)		79		(90)		nm
Net income (loss) attributable to Bristow Group Inc.	$	20,505	$	(11,422)	$	31,927	nm

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


	Six Months Ended September 30,				Favorable (Unfavorable)
	2022		2021
Oil and gas services:
Europe	$	177,920	$	193,320	$	(15,400)	(8.0)	%
Americas	172,680		159,399		13,281		8.3	%
Africa	41,556		30,746		10,810		35.2	%
Total oil and gas services	392,156		383,465		8,691		2.3	%
Government services	140,015		140,184		(169)		(0.1)	%
Fixed wing services	54,887		48,057		6,830		14.2	%
Other services	6,481		6,765		(284)		(4.2)	%
	$	593,539	$	578,471	$	15,068	2.6	%

Operating Revenues. Operating revenues were $15.1 million higher in the six months ended September 30, 2022 (the “Current Period”) compared to the six months ended September 30, 2021 (the "Prior Year Period").

Operating revenues from oil and gas services were $8.7 million higher in the Current Period.

Operating revenues from oil and gas services in the Americas region were $13.3 million higher in the Current Period primarily due to higher utilization in Suriname, Guyana, Brazil and the GOM of $5.4 million, $5.2 million, $4.7 million and $2.6 million, respectively, and higher fuel revenues of $4.6 million. These increases were partially offset by lower utilization in Trinidad and GOM SAR of $8.2 million and $0.3 million, respectively, lower lease payments received from Cougar of $0.5 million and the sale of our business in Colombia of $0.3 million.

Operating revenues from oil and gas services in the Africa region were $10.8 million higher primarily due to higher utilization.

Operating revenues from oil and gas services in the Europe region were $15.4 million lower in the Current Period. Revenues in the U.K. were $8.7 million lower primarily due to the weakening of the British pound sterling relative to the U.S. dollar. Revenues in Norway were $6.7 million lower primarily due to the weakening of the Norwegian krone relative to the U.S. dollar of $7.1 million and lower utilization of $6.1 million, partially offset by higher fuel revenues of $6.5 million.

Operating revenues from government services were $0.2 million lower in the Current Period primarily due to the weakening of the British pound sterling relative to the U.S. dollar of $16.8 million, partially offset by higher activity of $12.3 million, the acquisition of BIH of $3.6 million and fuel revenues of $0.7 million.

Operating revenues from fixed wing services were $6.8 million higher in the Current Period primarily due to higher utilization.

Operating revenues from other services were $0.3 million lower in the Current Period primarily due to lower part sales.

Operating Expenses. Operating expenses were $22.7 million higher in the Current Period. Fuel expense was $26.0 million higher primarily due to higher global fuel prices and increased flight hours. Repairs and maintenance costs were $10.9 million higher primarily due to higher PBH expenses related to an increase in activity and flight hour rates and higher inventory write-offs, partially offset by the timing of repairs. Other operating costs were $5.2 million higher in the Current Period primarily due to higher training costs and accommodation expenses related to Hurricane Ida. These increases were partially offset by lower personnel costs of $9.2 million primarily due to headcount reductions and favorable foreign exchange rate impacts in the Europe region. Leased-in equipment costs were $5.9 million lower due to aircraft lease returns. Insurance costs were $4.3 million lower primarily due to lower insurance deductibles related to Hurricane Ida and a decrease in premium rates following annual policy renewals.

General and Administrative. General and administrative expenses were $4.9 million higher primarily due to higher professional services fees.

Merger and Integration Costs. Merger and integration costs, which primarily consist of professional services fees and severance costs, were $1.7 million lower in the Current Period.

Restructuring Costs. During the Prior Year Period, restructuring costs were $1.0 million primarily due to severance costs.

Depreciation and Amortization. Depreciation and amortization expenses were $8.3 million lower in the Current Period primarily due to aircraft sales.

Loss on Impairment. During the Current Period, the Company recognized a $5.2 million loss on impairment related to a PBH intangible asset write-off. During the Prior Year Period, the Company recognized losses on impairment of $24.8 million consisting of $16.0 million related to Petroleum Air Services (“PAS”), $5.9 million in connection with certain helicopters held for sale and $2.9 million related to H225 helicopter parts inventory.

Gain on Disposal of Assets. During the Current Period, the Company recognized a net gain on disposal of assets of $1.3 million on the sale of seven aircraft and disposal of other assets. During the Prior Year Period, the Company sold nine aircraft and other equipment resulting in net gains of $0.7 million.

Earnings (losses) from Unconsolidated Affiliates, net. During the Current Period, the Company recognized earnings of $0.7 million from unconsolidated affiliates compared to losses of $0.6 million in the Prior Year Period.

Interest Income. During the Current Period, the Company recognized interest income of $0.7 million compared to $0.1 million in the Prior Year Period.

Interest Expense, net. Interest expense was $0.8 million lower in the Current Period primarily due to lower debt balances and capitalized interest.

Reorganization items, net. During the Current Period, the Company recognized losses related to reorganization items of $0.1 million compared $0.5 million in the Prior Year Period.

Loss on Sale of Subsidiaries. During the Prior Year Period, the Company recognized a loss of $2.0 million on the sale of its subsidiary in Colombia.

Other Income (Expense), net. Other income, net of $28.1 million in the Current Period resulted from foreign exchange gains of $24.2 million, government grants to fixed wing services of $2.5 million, and a favorable interest adjustment to the Company’s pension liability of $1.3 million. Other income, net of $21.5 million in the Prior Year Period was primarily due to a bankruptcy-related legal settlement of $9.0 million, government grants to fixed wing services of $5.4 million, insurance proceeds of $4.4 million, foreign exchange gains of $1.9 million and a favorable interest adjustment to the Company’s pension liability of $1.3 million.


	Six Months Ended September 30,				Favorable (Unfavorable)
	2022		2021
Foreign currency gains	$	24,183	$	1,859	$	22,324
Pension-related costs	1,269		1,298		(29)
Other	2,641		18,357		(15,716)
Other, net	$	28,093	$	21,514	$	6,579

Income Tax Benefit (Expense). Income tax expense was $8.3 million in the Current Period compared to $9.6 million in the Prior Year Period. The decrease in income tax expense in the Current Period is primarily related to changes in the blend of earnings, the tax impact of valuation allowances on the Company’s net operating losses, deductible business interest expense and the calculation of income tax estimates using the estimated annual effective tax rate method in the Current Period compared the actual year-to-date effective tax rate in the Prior Year Period.

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


	Six Months Ended September 30,
	2022		2021
	(in thousands)
Cash flows provided by or (used in):
Operating activities	$	5,180	$	73,194
Investing activities	(13,976)		(4,348)
Financing activities	(17,523)		(55,769)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(38,392)		(4,676)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(64,711)	$	8,401

Operating Activities

During the Current Period, cash flows provided by operating activities were $5.2 million, which was $68.0 million lower than the Prior Year Period primarily due to payments on the PBH buy-in agreements of $31.2 million, an increase in cash taxes paid of $6.9 million, an increase in prepaid expenses and a decrease in accrued liabilities.

Investing Activities

During the Current Period, net cash used in investing activities was $14.0 million primarily consisting of:

•Capital expenditures of $18.1 million primarily related to deposit payments for aircraft, purchases of equipment and leasehold improvements, and

•Cash paid for the acquisition of BIH, net of cash received, of $12.6 million, partially offset by

•Proceeds of $16.7 million from the sale or disposal of aircraft and other assets.

During the Prior Year Period, net cash used in investing activities was $4.3 million primarily as follows:

•Capital expenditures of $17.3 million, and

•Cash transferred in the sale of a subsidiary in Colombia of $0.9 million, partially offset by

•Proceeds of $13.8 million from the sale or disposal of aircraft and other equipment.

Financing Activities

During the Current Period, net cash used in financing activities was $17.5 million primarily consisting of:

•Stock repurchases of $11.4 million,

•Net repayments of debt of $5.6 million related to the Lombard debt principal, and

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

During the Prior Year Period, net cash used in financing activities was $55.8 million primarily consisting of:

•Stock repurchases of $40.6 million,

•Net repayments of debt and redemption premiums of $12.5 million, and

•Payment on debt issuance costs of $2.7 million.

Material Cash Requirements

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, 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 September 30, 2022, we had $199.5 million of unrestricted cash and $51.7 million of remaining availability under our ABL Facility for total liquidity of $251.2 million.

Total principal debt balance as of September 30, 2022 was $503.7 million primarily comprised of the 6.875% Senior Notes due in March 2028 and two tranches of the Lombard Debt due in December 2023 and January 2024, respectively. We have the ability to fund capital expenditures with cash on hand and operating cash flows. However, to optimize capital structure, we plan to refinance the existing Lombard debt facilities on attractive terms and fund the balance of capital expenditures with operating cash flows. Aside from the Lombard debt, we have no near term debt maturities and believe our cash flows from operations and other sources of liquidity will continue to be sufficient in fulfilling our debt obligations.

As of September 30, 2022, approximately 30% of our total cash balance was held outside the U.S. and is generally used to meet the liquidity needs of our non-U.S. operations. Most of our cash held outside the U.S. could be repatriated to the U.S., and any such repatriation could be subject to additional taxes. If cash held by non-U.S. operations is required for funding operations in the U.S., we may make a provision for additional taxes in connection with repatriating this cash, which is not expected to have a significant impact on our results of operations.

The 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 our current credit rating, financial condition and liquidity position allows us to secure favorable financing terms.

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.

As of September 30, 2022, we had unfunded capital commitments of $71.3 million, consisting primarily of agreements to purchase helicopters, including three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled for delivery in fiscal years 2023 through 2025. Delivery dates for the AW169 helicopters have yet to be determined. In addition, we had outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal years 2024 through 2026.

As of September 30, 2022, $59.5 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 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 can also include renewal options. As of September 30, 2022, aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year were as follows (in thousands):


	Aircraft		Other		Total

2023(1)	37,339		6,529		$	43,868
2024	66,309		10,302		76,611
2025	50,603		8,324		58,927
2026	23,461		7,003		30,464
2027	13,807		5,317		19,124
Thereafter	22,749		14,075		36,824
	$	214,268	$	51,550	$	265,818

____________________

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

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).


	September 30, 2022		March 31, 2022
Current assets	$	918,848	$	825,344
Non-current assets	$	2,092,998	$	2,048,480
Current liabilities	$	645,571	$	536,662
Non-current liabilities	$	802,961	$	784,466

	September 30, 2022
Total revenues	$	112,631
Operating expense	$	18,991
Net income	$	16,915
Net income attributable to Bristow Group Inc.	$	16,900

Critical Accounting Estimates

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

For discussion of recent accounting pronouncements and accounting changes, see Part I, Item 1. Financial Statements, Note 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are subject to certain market risks arising from the use of financial instruments in the ordinary course of business. 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 Report on Form 10-K. Our exposure to market risk has not changed materially since March 31, 2022.

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 September 30, 2022.

During the quarter ended September 30, 2022, 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 Report on Form 10-K for the fiscal year ended March 31, 2022.

Our exposure to foreign currency exchange risk may increase due to a portion of our revenues being denominated in foreign currencies while associated costs are denominated in the U.S. dollar.

Some of our contracts to provide services internationally provide for payment in foreign currencies. Our revenues denominated in foreign currencies expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. Further, our foreign exchange rate risk may increase if our revenues are denominated in a currency different from the associated costs. For example, our largest foreign currency exchange exposure is to the British pound sterling, and the majority of our revenues and expenses from our U.K. operations are in British pound sterling. The weakening of the British pound sterling against the U.S. dollar could adversely impact our financial results.

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

The following table presents information regarding our repurchases of shares of our Common Stock on a monthly basis during the three months ended September 30, 2022:


	Total Number of Shares Repurchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Value of Stock that May Yet be Purchased Under the Plans or Programs
July 1, 2022 - July 31, 2022	267,419	$	23.41	267,419	$	14,999,309
August 1, 2022 - August 31, 2022	13,813	$	26.41	—	$	40,000,000
September 1, 2022 - September 30, 2022	—	$	—	—	$	40,000,000

___________________________

(1)Reflects 13,813 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 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

Effective as of October 20, 2022, the Board, upon recommendation of the Compensation Committee of the Board (the “Committee”), approved and adopted the Bristow Group Inc. Senior Executive Severance Plan (the “Severance Plan”). The

Severance Plan provides severance benefits to eligible employees, including our Named Executive Officers, whose employment is terminated by the Company without “cause” or by the participant for “good reason” (as such terms are defined in the Severance Plan) (in either case, a “Qualifying Termination”).

Upon a Qualifying Termination not in connection with a “change in control” (as such term is defined in the Severance Plan), a participant will be eligible to receive the following benefits: (a) cash payments equal to annual base salary (two times annual base salary for the Company’s Chief Executive Officer); (b) pro-rata target bonus for the year of termination; (c) cash payments equal to COBRA premiums for six months (18 months for the Company’s Chief Executive Officer or any “Tier 2 Participant” (as such term is defined in the Severance Plan)); and (d) outplacement services not to exceed $25,000.

Upon a Qualifying Termination during a “change in control protection period” (as such term is defined in the Severance Plan), a participant will be eligible to receive the following benefits: (a) a lump sum cash payment equal to 1.5 times the sum of annual base salary and target annual bonus (three times for the Company’s Chief Executive Officer); (b) pro-rata target bonus for the year of termination; (c) a lump sum cash payment equal to COBRA premiums for 18 months; and (d) outplacement services not to exceed $25,000.

In order to receive severance payments, the participant must execute a general release of claims in favor of the Company. As a condition to participation in the Severance Plan, all participants are subject to confidentiality obligations, as well as non-solicitation and noncompetition restrictions during their employment with the Company and (i) in the event of a Qualifying Termination not in connection with a change in control, for 12 months thereafter, and (ii) in the event of a Qualifying Termination during a change in control protection period, for 18 months thereafter (24 months for the Company’s Chief Executive Officer).

In the event that any payment or benefit due to an employee would be subject to the excise tax under Section 4999 of the Internal Revenue Code (the “Code”), based on such payments being classified as “excess parachute payments” under Section 280G of the Code, then the amounts payable to such employee will be reduced to the maximum amount that does not trigger the excise tax, unless the applicable employee would be better off (on an after-tax basis) receiving all such payments and benefits and paying all applicable income and excise tax thereon.

The Board may amend or terminate the Severance Plan at any time, but no such action may be adverse to the interests of any participant (without the consent of the participant) during the two-year period following a change in control or during the pendency of a “potential change in control” (as such term is defined in the Severance Plan), or during the two-year period following adoption of the Severance Plan.

The foregoing summary of the Severance Plan is qualified in its entirety by reference to the Severance Plan filed herewith as Exhibit 10.1.

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						Bristow Group Inc. Senior Executive Severance Plan
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: November 2, 2022

BRISTOW GROUP INC. SENIOR EXECUTIVE SEVERANCE PLAN The purpose of the Bristow Group Inc. Senior Executive Severance Plan (the “Plan”) is to provide severance pay and benefits to Participants whose employment with Bristow Group Inc. (the “Company”) is terminated under certain circumstances. The Company’s Board of Directors (the “Board”) approved the severance terms under the Plan effective October 20, 2022 (the “Effective Date”), and such terms will be applicable to Participants who incur a Qualifying Termination on or after the Effective Date. The Plan is intended to be an “employee welfare benefit plan” as defined in Section 3(1) of ERISA. This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan. Section 1. DEFINITIONS. Wherever used in the Plan, the following words and phrases shall have the meaning set forth below unless the context plainly requires a different meaning: 1.1 “280G Payments” shall have the meaning set forth in Section 9.1. 1.2 “Accounting Firm” shall have the meaning set forth in Section 9.3. 1.3 “Accrued Benefits” shall mean (i) any base salary earned by the Participant through, but not paid to the Participant as of, the Date of Termination, (ii) any annual cash bonus earned by the Participant for a prior year but not paid to the Participant as of the Date of Termination and (iii) any vested employee benefits to which the Participant is entitled as of the Date of Termination under the employee benefit plans of the Company, a Subsidiary or an Affiliate. 1.4 “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act. 1.5 “Base Salary” shall mean the Participant’s annual base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason. 1.6 “Base Severance Payment” shall mean the sum of Base Salary and Target Annual Bonus. 1.7 “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act. 1.8 “Cause” with respect to a Participant, means “Cause” (or any term of similar effect) as defined in such Participant’s employment agreement or incentive award agreement with the Company or (if such an agreement exists and contains a definition of Cause (or term of similar effect)), in the absence of such definition (or term of similar effect), then Cause will mean (i) fraud, embezzlement or gross insubordination on the part of the Participant or breach by the Participant of his or her obligations under any Company policy or procedure; (ii) conviction of or the entry of Exhibit 10.1

2 a plea of nolo contendere by the Participant for any felony; (iii) a material breach of, or the willful failure or refusal by the Participant to perform and discharge, his or her duties, responsibilities or obligations, as an employee; or (iv) any act of moral turpitude or willful misconduct by the Participant which (A) is intended to result in substantial personal enrichment of the Participant at the expense of the Company or (B) has a material adverse impact on the business or reputation of the Company. For purposes of this definition, “Company” will also be deemed to include any Subsidiary of the Company. 1.9 “Change in Control” shall have the meaning set forth in the Bristow Group Inc. 2021 Equity Incentive Plan, as amended, or any successor plan thereto. 1.10 “Change in Control Protection Period” shall begin upon a Potential Change in Control and shall end 24 months following a Change in Control, provided, however, that if the Board in its discretion determines that a Potential Change in Control is no longer expected to result in a Change in Control, the Change in Control Protection Period shall lapse upon such determination. 1.11 “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time. 1.12 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 1.13 “Confidential Information” shall have the meaning set forth in Section 10.1 hereof. 1.14 “Date of Termination” shall mean the date a Participant’s employment terminates as a result of a Qualifying Termination. 1.15 “Disability” shall mean that a Participant is considered to be disabled within the meaning of the applicable Company long-term disability benefit plan, as in effect immediately prior to the Date of Termination. 1.16 “Employee” means an individual who is an employee of the Company or any Subsidiary. 1.17 “Employer” means individually, and “Employers” means collectively, the Company and each subsidiary of the Company that adopts the Plan with the Company's consent. 1.18 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 1.19 “Excise Tax” shall mean set forth in Section 9.1. 1.20 “Good Reason” shall mean, in each case without the Participant’s consent, (i) a material diminution in the Participant’s base compensation, annual target bonus opportunity or annual target long-term incentive award opportunity, (ii) (A) only with respect to a Non- Operational Participant, a material diminution in the Participant’s title, authority, duties or

3 responsibilities, (B) only with respect to an Operational Participant during the Change in Control Protection Period, a material diminution in the Participant’s duties or responsibilities from those the Participant held immediately prior to the Change in Control Protection Period, (iii) a change in the geographic location from where the Participant performs his/her services for the Company, or its applicable Subsidiary or Affiliate, by more than 50 miles from the geographic location where the Participant previously performed his/her services for the Company, or its applicable Subsidiary or Affiliate immediately prior to the change in location, (iv) a material breach by the Employer of any material written agreement between the Participant and the Employer or (v) the failure of any successor to expressly assume and agree to perform this Plan in accordance with Section 5.1 hereof. The Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. Notwithstanding the foregoing, the Participant shall not be considered to have terminated the Participant’s employment for Good Reason unless, within sixty (60) days following the occurrence of an event described in subclause (i), (ii), (iii), (iv) or (v) hereof, the Participant gives the Company written notice of the existence of an such event, the Company does not remedy such event within thirty (30) days of receiving such notice and the Participant terminates the Participant’s employment within thirty (30) days of the end of the Company’s cure period. 1.21 “Non-Operational Participant” shall mean any Participant who is designated as a Non-Operational Participant in the Participant’s Participation Notice. 1.22 “Operational Participant” shall mean any Participant who is designated as an Operational Participant in the Participant’s Participation Notice. 1.23 “Other Severance” shall have the meaning set forth in Section 2.4 hereof. 1.24 “Participant” shall mean (i) each Tier 1 Participant, (ii) each Tier 2 Participant, and (iii) each Tier 3 Participant. 1.25 “Participation Notice” shall have the meaning set forth in Section 2.1 hereof. 1.26 “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Section 13(d) and Section 14(d) thereof, except that such term shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. 1.27 “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred before the date of the first occurrence of a Change in Control: (I) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

4 (II) the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (III) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 35% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates); or (IV) the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred. 1.28 “Qualifying Termination” shall mean the termination of a Participant’s employment by Employer other than for Cause or by the Participant for Good Reason. 1.29 “Release Condition” shall mean the Participant’s execution of a customary and reasonable general release of claims in a form reasonably specified by the Company, and all applicable revocation periods relating to such release expire within 55 days following the Date of Termination. 1.30 “Restricted Period” shall mean (A) in the event of a Qualifying Termination not in connection with a Change in Control, the 12-month period following the Participant’s Qualifying Termination or (B) in the event of a Qualifying Termination within a Change in Control Protection Period, (i) the 24-month period following a Qualifying Termination for each Tier 1 Participant and (ii) the 18-month period following a Qualifying Termination for each Tier 2 and Tier 3 Participant. 1.31 “Retirement” shall be deemed the reason for the termination by a Participant of the Participant’s employment if such employment is terminated in accordance with the Company’s retirement policy, including early retirement, generally applicable to its salaried employees. 1.32 “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 1.33 “Target Annual Bonus” shall mean the Participant’s target annual cash bonus pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination or, if higher, immediately prior to the fiscal year in which occurs the first event or circumstance constituting Good Reason; provided, that if the Participant is not eligible to receive a specified target annual cash bonus following the Change in Control, then Target Annual Bonus shall mean such target annual cash bonus in effect as of immediately prior to the date of the Change in Control; provided, further, that if a specified target annual cash bonus is not specified for the Participant either prior to or after the date of the Change in Control, then Target Annual Bonus shall mean an amount equal to the average bonus amount actually paid to the Participant for the two years prior to the date of the Change in Control.

5 1.34 “Term” shall mean the two year period commencing as of the date hereof, which period will be automatically renewed on each consecutive day thereafter, such that, on any given day, the Term of the Plan shall be two years; provided, that the Board may terminate this Plan in accordance with Section 8 hereof; and provided, further, that if a Change in Control shall have occurred during the Term, the Term shall expire no earlier than 24 months beyond the month in which such Change in Control occurred. 1.35 “Tier 1 Participant” shall mean any Participant who is designated as a Tier 1 Participant in the Participant’s Participation Notice. 1.36 “Tier 2 Participant” shall mean any Participant who is designated as a Tier 2 Participant in the Participant’s Participation Notice. 1.37 “Tier 3 Participant” shall mean any Participant who is designated as a Tier 3 Participant in the Participant’s Participation Notice. 1.38 “Welfare Period” shall have the meaning set forth in Section 2.2(iii). Section 2. SEVERANCE ELIGIBILITY AND PAYMENTS. 2.1 General. The Board shall provide each Employee selected to participate in the Plan with a written notice that sets forth the tier at which such Participant will participate in the Plan and the Participant’s designation as either an Operation Participant or a Non-Operational Participant (a “Participation Notice”). Upon a Qualifying Termination, a Participant will become entitled to the Accrued Benefits and, subject to the Participant’s satisfaction of the Release Condition and the Participant’s continued compliance with the provisions of Section 10 hereof, to the payments and benefits set forth (i) under Section 2.2 upon a Qualifying Termination not in connection with a Change in Control or (ii) under Section 2.3 upon a Qualifying Termination that occurs in connection with a Change in Control. For the avoidance of doubt, a Participant shall not be entitled to benefits described in this Section 2 if the Participant’s employment is terminated (A) by the Participant’s Employer for Cause, (B) due to the Participant’s death or Disability, or (C) due to the Participant’s voluntary termination other than for Good Reason, including, for the avoidance of doubt, as a result of the Participant’s Retirement. 2.2 Benefits Upon a Qualifying Termination Not in Connection with a Change in Control. A Participant entitled to payments and benefits under this Section 2.2 shall be entitled to the following: (i) An amount equal to the sum of the below, paid in accordance with the Employer’s normal payroll practices, commencing on the 60th day following the Date of Termination, with the first payment to include all amounts that would have been paid during such sixty (60)-day period: (I) The product of the Participant’s Base Salary and (A) with respect to a Tier 1 Participant, two (2); or (B) with respect to a Tier 2 Participant or a Tier 3 Participant, one (1), payable in substantially equal installments over, with respect to a Tier 1 Participant, 24 months, and with respect to a Tier 2 Participant or a Tier 3 Participant, 12 months; and

6 (ii) The Target Annual Bonus for the fiscal year in which the Date of Termination occurs, pro-rated based on the number of days elapsed in the fiscal year prior to the Date of Termination. (iii) If COBRA is applicable to the Participant and the Participant, his or her spouse and eligible dependents, as applicable, have timely elected COBRA coverage, during the Welfare Period, the Company will pay for the employer and participant portions of the cost of COBRA coverage for such Participant and for his or her spouse and eligible dependents at the amounts and based on the level of coverage in effect as of the Participant’s Date of Termination. The “Welfare Period” will begin on the first day of the month following the month in which the Participant’s Date of Termination occurs and shall extend for (A) with respect to a Tier 1 Participant or a Tier 2 Participant, eighteen (18) months or (B) with respect to a Participant in Tier 3, six (6) months; provided, that notwithstanding the foregoing, the Welfare Period will terminate earlier upon the Participant becoming (I) ineligible for COBRA coverage or (II) eligible for healthcare benefits through a subsequent employer, which the Participant must notify the Company of such eligibility within ten (10) days of becoming eligible for such coverage. (iv) The Participant shall be provided outplacement services commensurate with the Participant’s position and Company policy or practice in effect at the time of the Participant’s termination of employment, but which in no event will exceed the earlier of (A) twenty-four months following the Date of Termination or (B) the Participant’s acceptance of an offer of full-time employment from a subsequent employer, in each case in an amount not to exceed $25,000 in the aggregate. 2.3 Benefits Upon a Qualifying Termination in Change in Control. A Participant shall receive the following benefits upon a Qualifying Termination that occurs during the Change in Control Protection Period: (i) A lump sum payment, payable within 60 days following the Date of Termination, provided, that if the 60-day period begins in one taxable year and ends in a second taxable year, the payment shall be made in the second taxable year, equal to the sum of: (I) An amount equal to the product of the Base Severance Payment and (A) with respect to a Tier 1 Participant, three (3) or (B) with respect to a Tier 2 Participant or a Tier 3 Participant, one and a half (1½); and (II) An amount equal to the cost of COBRA coverage for 18 months for continued medical benefits for the Participant and the Participant’s eligible dependents (including the Participant’s spouse) who were covered as of the Date of Termination under the Company’s medical benefit plan(s) as in effect for similarly situated employees of the Company during the period immediately prior to such date. (ii) The Target Annual Bonus for the fiscal year in which the Date of Termination occurs, pro-rated based on the number of days elapsed in the fiscal year prior to the Date of Termination, payable when annual bonuses are payable to similarly situated active employees.

7 (iii) The Participant shall be provided outplacement services commensurate with the Participant’s position and Company policy or practice in effect at the time of the Participant’s termination of employment, but which in no event will exceed the earlier of (A) (I) the end of the second calendar year following the calendar year in which the Qualifying Termination occurs for each Tier 1 Participant, (II) 24 months for each Tier 2 Participant and (III) 12 months for each Tier 3 Participant or (B) the Participant’s acceptance of an offer of full-time employment from a subsequent employer, in each case in an amount not to exceed $25,000 in the aggregate. 2.4 Other Severance Payments. In the event that the Company or, if the Company is not the Participant’s Employer, Participant’s Employer is obligated by law or contract to pay a Participant other severance pay, a termination indemnity, notice pay, or the like, or if the Company or, if the Company is not the Participant’s Employer, Participant’s Employer is obligated by law to provide advance notice of separation (“Other Severance”), then the amount of the Cash Payment or Change of Control Cash Payment otherwise payable to such Participant shall be reduced by the amount of any such Other Severance actually paid to the Participant (but not below zero). Section 3. REIMBURSEMENT OF EXPENSES. The Company shall reimburse a Participant for all expenses (including reasonable attorney’s fees) incurred by the Participant in enforcing Section 2.3 of this Plan or as a result of the Company contesting the validity or enforceability of Section 2.3 of this Plan, regardless of the outcome thereof; provided, that the Company shall not be obligated to pay any such fees and expenses arising out of any action brought by a Participant if the finder of fact in such action determines that the Participant’s position in such action was frivolous or maintained in bad faith. Such costs shall be paid to such Participant promptly upon presentation of expense statements or other supporting information evidencing the incurrence of such expenses. Section 4. NO MITIGATION. The Company agrees that, if the Participant’s employment with the Company terminates during the Term, the Participant is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Participant by the Company pursuant to Section 2 hereof. Further, unless otherwise provided for COBRA benefits in Section 2, the amount of any payment or benefit provided for in this Plan shall not be reduced by any compensation earned by the Participant as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Participant to the Company, or otherwise. Section 5. SUCCESSORS; BINDING AGREEMENT. 5.1 Successors. In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

8 5.2 Enforcement by Participant’s Successors. The Company’s obligations under this Plan shall inure to the benefit of and be enforceable by the Participant's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant shall die while any amount would still be payable to the Participant hereunder (other than amounts which, by their terms, terminate upon the death of the Participant) if the Participant had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to the executors, personal representatives or administrators of the Participant’s estate. Section 6. NOTICES. Notices and all other communications provided for hereunder shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Participant, to the most recent address shown in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Bristow Group Inc. 3151 Briarpark Drive, Suite 700 Houston, Texas 77042 Attention: Senior Vice President, General Counsel Section 7. SETTLEMENT OF DISPUTES; ARBITRATION. In the event of a claim by a Participant as to the amount or timing of any payment or benefit, such Participant shall present the reason for his claim in writing to the Board. The Board shall, within 60 days after receipt of such written claim, send a written notification to the Participant as to its disposition. In the event the claim is wholly or partially denied, such written notification shall (i) state the specific reason or reasons for the denial, (ii) make specific reference to pertinent Plan provisions on which the denial is based, (iii) provide a description of any additional material or information necessary for the Participant to perfect the claim and an explanation of why such material or information is necessary, and (iv) set forth the procedure by which the Participant may appeal the denial of his claim. In the event a Participant wishes to appeal the denial of his claim, he may request a review of such denial by making application in writing to the Board within 60 days after receipt of such denial. Such Participant (or his duly authorized legal representative) may, upon written request to the Board, review any documents pertinent to his claim, and submit in writing issues and comments in support of his position. Within 60 days after receipt of a written appeal (unless special circumstances, such as the need to hold a hearing, require an extension of time, but in no event more than 120 days after such receipt), the Board shall notify the Participant of the final decision. The final decision shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions on which the decision is based. Section 8. PLAN MODIFICATION OR TERMINATION. This Plan may be amended by the Board at any time; provided, that no amendment shall be made in respect of any Participant who has incurred a Qualifying Termination that is adverse to the Participant’s rights under this Plan

9 without the Participant’s consent. The Board may terminate this Plan at any time that it shall have no Participants. Notwithstanding the foregoing, this Plan may not be terminated in whole or in part, or otherwise amended or modified in any respect, (i) during the Change in Control Protection Period or(ii) for two years following the Effective Date. Section 9. SECTION 280G. 9.1 Treatment of Potential Parachute Payments. Notwithstanding the provisions of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits received or to be received by the Participant (including, without limitation, any payments or benefits received in connection with a Change in Control or the Participant’s termination of employment, and whether pursuant to the terms of this Plan or any other Plan, arrangement, or agreement or otherwise) (all such payments collectively referred to as the “280G Payments”) constitute parachute payments within the meaning of Section 280G of the Code and would, but for this Section 9 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law and any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), the 280G Payments shall be either (i) payable in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax, whichever of the foregoing clauses (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest amount of payments and benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). 9.2 Reduction of Payments. In the case of a reduction in the 280G Payments pursuant to Section 9.1, any such reduction shall be made in accordance with Section 409A of the Code and the following: the 280G Payments which do not constitute deferred compensation subject to Section 409A of the Code shall be reduced first, and (ii) 280G Payments that are cash payments shall be reduced before non-cash payments, and 280G Payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date. 9.3 Determinations. Unless the Company and Participant otherwise agree in writing, any determination required under this Section 9 shall be made in writing in good faith by the accounting firm which was the Company’s independent auditor immediately before the Change in Control (the “Accounting Firm”), which shall provide detailed supporting calculations to the Company and the Participant as requested by the Company or Participant. For purposes of making the calculations required by this Section 9, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G of the Code and Section 4999 of the Code. The Company and the Participant will furnish to the Accounting Firm such information and documents as the Accounting Firm reasonably may request in order to make determinations under this Section 9. The Company will bear the costs and make all payments required to be made to the Accounting Firm for the Accounting Firm’s services that are rendered in connection with any calculations contemplated by this Section 9. The Company will have no liability to the Participant for the determinations of the Accounting Firm. 9.4 Additional Payments. If the Participant receives reduced payments and benefits by reason of this Section 9 and it is established pursuant to a determination of a court of

10 competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that the Participant could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay the Participant the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable. Section 10. RESTRICTIVE COVENANTS 10.1 Confidential Information. At all times following a termination of the Participant's employment with the Company, the Participant may not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Company “Confidential Information” (i.e., information concerning the Company and its business that is not generally known outside the Company, and includes, but is not limited to, (a) trade secrets; (b) intellectual property; (c) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (d) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (e) Company business plans, marketing plans, financial data and projections; and (f) information received in confidence by the Company from third parties). For purposes of this Section 10.1, information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented. Nothing herein shall prohibit the Participant from disclosing Confidential Information when required to do so by a court of law, governmental agency or administrative or legislative body (including a committee thereof) with apparent jurisdiction to order the Participant to divulge, disclose or make accessible such Confidential Information. Participant shall, immediately following his or her termination of employment, return all Company property in his or her possession (and sign a written acknowledgement to this effect), including but not limited to all computer software, computer access codes, laptops, cell phones, personal handheld devices, keys and access cards, credit cards, vehicles, telephones, office equipment and all copies (including drafts) of any documentation or information (however and wherever stored) relating to the business of the Company. 10.2 Solicitation of Employees and Customers. In recognition of the fact that the Participant will be provided confidential information, customer goodwill, and other valuable rights of the Company which must be protected, during the Restricted Period, the Participant may not, in the geographic area for which the Participant was responsible while employed by the Company, directly or indirectly solicit or induce any customer that the Participant serviced at the Company about whom the Participant gained Confidential Information during his/her employment with the Company, in an attempt to divert, transfer, or otherwise take away business from the Company. Further, during the Restricted Period, the Participant may not, directly or indirectly, induce, attempt to induce, or aid others in inducing an exempt employee of the Company to accept employment or affiliation with another firm or corporation engaging in such business or activity of which the Participant is an employee, owner, partner or consultant. 10.3 Non-Competition. In recognition of the fact that the Participant will be provided confidential information, customer goodwill, and other valuable rights of the Company

11 which must be protected, during the Restricted Period, the Participant may not, in the geographic area for which the Participant was responsible while employed by the Company, directly or indirectly engage in activities which are entirely or in part the same as or similar to activities in which the Participant engaged at any time during the two years preceding termination of the Participant’s employment with the Company for any individual, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which the Participant worked at any time during the two years preceding termination of the Participant’s employment. Without limiting the generality of the foregoing, the Participant shall not engage in any business or in any activity related to providing helicopter transport services, including without limitation, any search and rescue services, buying, leasing or selling helicopters, and engaging in any other business for the Company which the Participant has primary responsibilities for the Company. 10.4 Non-Disparagement. At all times following the Participant’s employment with the Company, the Participant may not, except to the extent required by law or legal process, make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on the Company or any of its officers, directors, partners, shareholders, attorneys, employees and agents. 10.5 Use of “Company” in this Section. For purposes of this Section 10, “Company” shall mean Bristow Group Inc. and/or any of its Subsidiaries or Affiliates. 10.6 Reasonableness; Scope. In consideration of receiving payments and benefits hereunder upon termination of employment, each Participant hereby acknowledges that the duration and geographic scope of the Restrictive Covenants set forth in this Section 10 are reasonable. In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Company and the Participant agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Company and the Participant agree that a court of competent jurisdiction may modify the duration and geographic scope of the Restrictive Covenants to the extent necessary to render the provision reasonable and enforceable. It is the intent of the Company and the Participant that the Restrictive Covenants shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective. 10.7 Clawback/Forfeiture of Payments and Benefits. In addition to the Company’s legal and equitable remedies (including injunctive relief), if the Board of Directors of the Company determines (in its sole discretion but acting in good faith) that the Participant has violated any portion of this Section 10, then the Company may recover or refuse to pay any of the payments or benefits that may be owed to the Participant under Section 2.2 or Section 2.3 of this Plan.

12 Section 11. GENERAL PROVISIONS. 11.1 Administration. This Plan shall be interpreted, administered and operated by the Board, which shall have complete authority, in its sole discretion subject to the express provisions of this Plan, to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for the administration of this Plan. All questions of any character whatsoever arising in connection with the interpretation of this Plan or its administration or operation shall be submitted to and settled and determined by the Board in accordance with the procedure for claims and appeals described in Section 7 hereof. Any such settlement and determination shall be final and conclusive, and shall bind and may be relied upon by the Company, each of the Participants and all other parties in interest. The Board may delegate any of its duties hereunder to such person or persons from time to time as it may designate. 11.2 Assignment. Except as otherwise provided herein or by law, no right or interest of any Participant under this Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation, by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Participant under this Plan shall be subject to any obligation or liability of such Participant. When a payment is due under this Plan to a Participant who is unable to care for his affairs, payment may be made directly to his legal guardian or personal representative. 11.3 Governing Law; Interpretation. The validity, interpretation, construction and performance of this Plan shall be governed by the laws of the State of Delaware. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. 11.4 Withholding. Any payments and benefits provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. 11.5 Survival. The obligations of the Company and the Participant under this Plan which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Section 2, Section 3 and Section 10 hereof) shall survive such expiration. 11.6 No Right to Continued Employment. Neither the establishment of this Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant, or any person whomsoever, the right to be retained in the service of the Company, and all Participants shall remain subject to discharge to the same extent as if this Plan had never been adopted. 11.7 Headings; Gender. The headings and captions herein are provided for reference and convenience only, shall not be considered part of this Plan, and shall not be employed in the construction of this Plan. References in this Plan to any gender include references to all genders, and references to the singular include references to the plural and vice versa.

13 11.8 Benefits Unfunded. This Plan shall not be funded. No Participant shall have any right to, or interest in, any assets of the Company which may be applied by the Company to the payment of benefits or other rights under this Plan. 11.9 Enforceability. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect. 11.10 Section 409A. The intent of the parties is that payments and benefits under this Plan be exempt from, or comply with, Section 409A of the Code, and accordingly, to the maximum extent permitted, this Plan shall be interpreted and administered to be in accordance therewith. Notwithstanding anything contained herein to the contrary, the Participant shall not be considered to have terminated employment with the Company for purposes of any payments under this Plan which are subject to Section 409A of the Code until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. It is intended that each payment or benefit or installment of payments provided under this Plan is a separate “payment” for purposes of Section 409A of the Code and that the payments satisfy, to the greatest extent possible, the exemptions from the applicable section of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) regarding short-term deferrals, 1.409A-1(b)(9)(iii) regarding the two-times, two year exception and 1.409A-1(b)(9)(v) regarding reimbursements and other separation pay. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent a Participant is deemed to be a “specified employee” within the meaning of Section 409A of the Code, without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent a Participant is deemed to be a “specified employee” within the meaning of Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan and that would constitute “deferred compensation” for purposes of Section 409A of the Code and are or may become subject to the accelerated taxation and/or tax penalties under Section 409A of the Code, such amounts shall be paid on the first business day after the date that is six (6) months following the Participant’s separation from service (or, if earlier, death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts reimbursable to the Participant under this Plan shall be paid to the Participant on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.




						/s/ Christopher S. Bradshaw
Name:						Christopher S. Bradshaw
Title:						President and Chief Executive Officer
Date:						November 2, 2022


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