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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 endedSeptember 30, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to      

Commission File 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareVTOLNYSE
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No  
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes      No  
The total number of shares of common stock, par value $0.01 per share, outstanding as of October 27, 2022 was 28,016,388. The Registrant has no other class of common stock outstanding.



BRISTOW GROUP INC.
INDEX
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 




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,
  2022202120222021
Revenues:
Operating revenues$299,391 $290,120 $593,539 $578,471 
Reimbursable revenues7,879 11,464 15,468 23,715 
Total revenues307,270 301,584 609,007 602,186 
Costs and expenses:
Operating expenses231,423 218,768 455,924 433,271 
Reimbursable expenses7,673 11,188 14,960 23,302 
General and administrative expenses41,146 38,970 81,305 76,453 
Merger and integration costs291 647 659 2,382 
Restructuring costs 117  968 
Depreciation and amortization expense16,051 17,644 32,587 40,839 
Total costs and expenses296,584 287,334 585,435 577,215 
Loss on impairment (2,901)(5,187)(24,835)
Gain on disposal of assets3,368 162 1,267 661 
Earnings (losses) from unconsolidated affiliates, net630 964 745 (553)
Operating income14,684 12,475 20,397 244 
Interest income627 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, net11,343 15,330 28,093 21,514 
Total other income (expense), net1,933 4,719 8,466 (2,103)
Income (loss) before income taxes16,617 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 interests17 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:
Basic27,958 28,234 28,112 28,845 
Diluted28,405 28,685 28,635 28,845 

See accompanying notes to condensed consolidated financial statements.
1


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,
 2022202120222021
Net income (loss)$16,501 $2,710 $20,516 $(11,501)
Other comprehensive income (loss):
Currency translation adjustments(41,747)(15,683)(89,810)(14,411)
Pension liability adjustment2,261 922 4,616 873 
Unrealized gain on cash flow hedges, net901 1,609 2,197 2,552 
Total other comprehensive loss(38,585)(13,152)(82,997)(10,986)
Total comprehensive loss(22,084)(10,442)(62,481)(22,487)
Net comprehensive loss (income) attributable to noncontrolling interests17 65 (11)79 
Total comprehensive loss attributable to Bristow Group Inc.$(22,067)$(10,377)$(62,492)$(22,408)





































See accompanying notes to condensed consolidated financial statements.
2



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 cash1,818 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 
Inventories79,430 81,674 
Prepaid expenses and other current assets38,961 28,426 
Total current assets524,456 579,885 
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 affiliates17,000 17,585 
Right-of-use assets228,799 193,505 
Other assets125,564 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 taxes40,109 53,424 
Income taxes payable and other accrued taxes11,902 13,410 
Deferred revenue13,815 15,161 
Accrued maintenance and repairs51,513 38,354 
Current portion of operating lease liabilities72,886 69,866 
Accrued interest and other accrued liabilities19,995 21,284 
Short-term borrowings and current maturities of long-term debt10,817 12,759 
Total current liabilities294,408 287,755 
Long-term debt, less current maturities492,868 512,909 
Accrued pension liabilities6,484 18,170 
Other liabilities and deferred credits4,864 4,825 
Deferred taxes37,371 39,811 
Long-term operating lease liabilities158,511 125,441 
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 capital706,657 699,401 
Retained earnings231,725 211,220 
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’ equity769,232 835,815 
Noncontrolling interests(398)(447)
Total stockholders’ equity768,834 835,368 
Total liabilities and stockholders’ equity$1,763,340 $1,824,279 


See accompanying notes to condensed consolidated financial statements.
3


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 StockAccumulated
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 compensation3 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.


4






 Total Bristow Group Inc. Stockholders’ Equity  
 Redeemable Noncontrolling InterestsCommon
Stock
Common
Stock
(Shares)
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury StockNoncontrolling
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.
5


BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
Six Months Ended
September 30,
 20222021
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 expense39,119 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 debt3,343 3,963 
Gain on disposal of assets(1,267)(661)
Loss on impairment5,187 24,835 
Loss on sale of subsidiaries 2,002 
Stock-based compensation7,259 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 activities5,180 73,194 
Cash flows from investing activities:
Capital expenditures(18,064)(17,306)
Proceeds from asset dispositions16,688 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 period266,014 231,079 
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.
6


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.
7


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.
8


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 receivable2,197 
Prepaid expenses and other current assets2,464 
Inventories125 
Property and equipment4,378 
Intangible assets, net7,037 
Total assets acquired$16,310 
Liabilities assumed:
Accounts payable$1,530 
Accrued wages, benefits and related taxes260 
Other accrued liabilities1,010 
Deferred taxes802 
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.
9


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,
 2022202120222021
Revenues from contracts with customers$298,375 $295,968 $594,565 $588,566 
Other revenues8,895 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,
2022202120222021
Oil and gas services$197,076 $193,681 $392,156 $383,465 
Government services69,908 69,742 140,015 140,184 
Fixed wing services28,945 23,501 54,887 48,057 
Other services3,462 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.
10


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, 2023Fiscal Year Ending March 31,Total
 2024202520262027 and thereafter
Outstanding Service Revenues:
Helicopter contracts$228,922 $298,297 $226,586 $134,473 $112,689 $1,000,967 
Fixed wing contracts504     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, 2022March 31, 2022
6.875% Senior Notes
$392,405 $391,690 
Lombard Debt111,280 133,978 
Total debt503,685 525,668 
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
11


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 FacilityThe 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.
12


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 1Level 2Level 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.
13


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.
14


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 AdjustmentsPension Liability AdjustmentsUnrealized gain on cash flow hedgesTotal
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,
 2022202120222021
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 – basic27,958 28,234 28,112 28,845 
Effect of dilutive stock options and restricted stock447 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 $(0.40)
Earnings (losses) per common share - diluted$