00015252213/312022Q1FALSEP1YP9MP1YP1YP1YP1YP9MP1YP1YP1YP1YP9MP1YP1YP1YP1Y00015252212021-04-012021-06-30xbrli:shares00015252212021-07-30iso4217:USD0001525221us-gaap:ServiceMember2021-04-012021-06-300001525221us-gaap:ServiceMember2020-04-012020-06-300001525221vtol:ReimbursableMember2021-04-012021-06-300001525221vtol:ReimbursableMember2020-04-012020-06-3000015252212020-04-012020-06-30iso4217:USDxbrli:shares00015252212021-06-3000015252212021-03-3100015252212020-03-3100015252212020-06-300001525221us-gaap:CommonStockMember2021-03-310001525221us-gaap:AdditionalPaidInCapitalMember2021-03-310001525221us-gaap:RetainedEarningsMember2021-03-310001525221us-gaap:TreasuryStockMember2021-03-310001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310001525221us-gaap:NoncontrollingInterestMember2021-03-310001525221us-gaap:CommonStockMember2021-04-012021-06-300001525221us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001525221us-gaap:TreasuryStockMember2021-04-012021-06-300001525221us-gaap:NoncontrollingInterestMember2021-04-012021-06-300001525221us-gaap:RetainedEarningsMember2021-04-012021-06-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-04-012021-06-300001525221us-gaap:CommonStockMember2021-06-300001525221us-gaap:AdditionalPaidInCapitalMember2021-06-300001525221us-gaap:RetainedEarningsMember2021-06-300001525221us-gaap:TreasuryStockMember2021-06-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-300001525221us-gaap:NoncontrollingInterestMember2021-06-300001525221us-gaap:CommonStockMember2020-03-310001525221us-gaap:AdditionalPaidInCapitalMember2020-03-310001525221us-gaap:RetainedEarningsMember2020-03-310001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-310001525221us-gaap:TreasuryStockMember2020-03-310001525221us-gaap:NoncontrollingInterestMember2020-03-310001525221us-gaap:CommonStockMember2020-04-012020-06-300001525221us-gaap:RetainedEarningsMember2020-04-012020-06-300001525221us-gaap:AdditionalPaidInCapitalMember2020-04-012020-06-300001525221us-gaap:NoncontrollingInterestMember2020-04-012020-06-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-04-012020-06-300001525221us-gaap:CommonStockMember2020-06-300001525221us-gaap:AdditionalPaidInCapitalMember2020-06-300001525221us-gaap:RetainedEarningsMember2020-06-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-06-300001525221us-gaap:TreasuryStockMember2020-06-300001525221us-gaap:NoncontrollingInterestMember2020-06-30xbrli:pure0001525221vtol:HauserInvestmentsLimitedMember2021-06-300001525221vtol:SicherHelicoptersSASMembervtol:HauserInvestmentsLimitedMember2021-06-300001525221vtol:PetroleumAirServicesMember2021-06-300001525221vtol:PetroleumAirServicesMember2021-04-012021-06-300001525221vtol:FormerBristowStockholdersMembervtol:CombinedCompanyCommonStockMember2020-06-110001525221vtol:EraCommonStockholdersMembervtol:CombinedCompanyCommonStockMember2020-06-11vtol:director00015252212020-06-110001525221us-gaap:CommonStockMembervtol:EraGroupInc.Member2020-06-112020-06-110001525221vtol:ShareBasedPaymentArrangementAcceleratedAwardsMembervtol:EraGroupInc.Member2020-06-112020-06-110001525221us-gaap:StockCompensationPlanMembervtol:EraGroupInc.Member2020-06-112020-06-110001525221vtol:EraGroupInc.Member2020-06-112020-06-110001525221vtol:EraGroupInc.Member2020-06-110001525221vtol:EraGroupInc.Member2020-07-012020-09-300001525221vtol:EraGroupInc.Member2020-04-012021-03-310001525221vtol:EraGroupInc.Member2020-01-240001525221vtol:EraGroupInc.Member2020-06-110001525221vtol:EraGroupInc.Member2020-04-012020-06-300001525221vtol:LiderMember2020-06-012020-06-300001525221vtol:AircraftAndEquipmentMember2021-04-012021-06-300001525221vtol:AircraftAndEquipmentMember2020-04-012020-06-300001525221us-gaap:LandAndBuildingMember2021-04-012021-06-300001525221us-gaap:LandAndBuildingMember2020-04-012020-06-30vtol:aircraftvtol:contract0001525221srt:MinimumMember2021-04-012021-06-300001525221srt:MaximumMember2021-04-012021-06-300001525221us-gaap:OilAndGasServiceMember2021-04-012021-06-300001525221us-gaap:OilAndGasServiceMember2020-04-012020-06-300001525221vtol:GovernmentServicesMember2021-04-012021-06-300001525221vtol:GovernmentServicesMember2020-04-012020-06-300001525221vtol:FixedWingServicesMember2021-04-012021-06-300001525221vtol:FixedWingServicesMember2020-04-012020-06-300001525221us-gaap:ServiceOtherMember2021-04-012021-06-300001525221us-gaap:ServiceOtherMember2020-04-012020-06-300001525221vtol:GovernmentServicesMembersrt:RevisionOfPriorPeriodReclassificationAdjustmentMember2020-04-012020-06-300001525221srt:RevisionOfPriorPeriodReclassificationAdjustmentMembervtol:OilAndGasAndOtherServicesMember2020-04-012020-06-300001525221us-gaap:ServiceOtherMembersrt:RevisionOfPriorPeriodReclassificationAdjustmentMember2020-04-012020-06-300001525221us-gaap:OilAndGasServiceMembersrt:RevisionOfPriorPeriodReclassificationAdjustmentMember2020-04-012020-06-300001525221us-gaap:RevenueFromContractWithCustomerMember2021-06-300001525221us-gaap:RevenueFromContractWithCustomerMember2021-03-310001525221vtol:HelicopterServiceContractsMember2021-07-012021-06-300001525221vtol:HelicopterServiceContractsMember2022-04-012021-06-300001525221vtol:HelicopterServiceContractsMember2023-04-012021-06-3000015252212024-04-01vtol:HelicopterServiceContractsMember2021-06-300001525221vtol:HelicopterServiceContractsMember2025-04-012021-06-300001525221vtol:HelicopterServiceContractsMember2021-06-300001525221vtol:FixedWingServiceContractsMember2021-07-012021-06-3000015252212022-04-01vtol:FixedWingServiceContractsMember2021-06-300001525221vtol:FixedWingServiceContractsMember2023-04-012021-06-3000015252212024-04-01vtol:FixedWingServiceContractsMember2021-06-300001525221vtol:FixedWingServiceContractsMember2025-04-012021-06-300001525221vtol:FixedWingServiceContractsMember2021-06-3000015252212021-07-012021-06-3000015252212022-04-012021-06-3000015252212023-04-012021-06-3000015252212024-04-012021-06-3000015252212025-04-012021-06-300001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMember2021-06-300001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMember2021-03-310001525221vtol:LombardDebtMemberus-gaap:SecuredDebtMember2021-06-300001525221vtol:LombardDebtMemberus-gaap:SecuredDebtMember2021-03-310001525221vtol:AirnorthDebtMemberus-gaap:SecuredDebtMember2021-06-300001525221vtol:AirnorthDebtMemberus-gaap:SecuredDebtMember2021-03-310001525221us-gaap:SecuredDebtMembervtol:HumbersideDebtMember2021-06-300001525221us-gaap:SecuredDebtMembervtol:HumbersideDebtMember2021-03-310001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMember2021-02-280001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMember2021-02-012021-02-280001525221vtol:LombardDebtMemberus-gaap:SecuredDebtMember2021-04-012021-06-300001525221us-gaap:LineOfCreditMembervtol:AssetBackedRevolvingCreditFacilityMemberus-gaap:RevolvingCreditFacilityMember2021-06-300001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2021-06-300001525221us-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMemberus-gaap:FairValueInputsLevel1Member2021-06-300001525221us-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMemberus-gaap:FairValueInputsLevel2Member2021-06-300001525221us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMember2021-06-300001525221vtol:LombardDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMember2021-06-300001525221vtol:LombardDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Memberus-gaap:SecuredDebtMember2021-06-300001525221vtol:LombardDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SecuredDebtMember2021-06-300001525221vtol:LombardDebtMemberus-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2021-06-300001525221us-gaap:CarryingReportedAmountFairValueDisclosureMembervtol:AirnorthDebtMemberus-gaap:SecuredDebtMember2021-06-300001525221us-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:AirnorthDebtMemberus-gaap:FairValueInputsLevel1Memberus-gaap:SecuredDebtMember2021-06-300001525221us-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:AirnorthDebtMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SecuredDebtMember2021-06-300001525221us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:AirnorthDebtMemberus-gaap:SecuredDebtMember2021-06-300001525221us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMembervtol:HumbersideDebtMember2021-06-300001525221us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Memberus-gaap:SecuredDebtMembervtol:HumbersideDebtMember2021-06-300001525221us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SecuredDebtMembervtol:HumbersideDebtMember2021-06-300001525221us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMembervtol:HumbersideDebtMember2021-06-300001525221us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-06-300001525221us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2021-06-300001525221us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2021-06-300001525221us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-06-300001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2021-03-310001525221us-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMemberus-gaap:FairValueInputsLevel1Member2021-03-310001525221us-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMemberus-gaap:FairValueInputsLevel2Member2021-03-310001525221us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMember2021-03-310001525221vtol:LombardDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMember2021-03-310001525221vtol:LombardDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Memberus-gaap:SecuredDebtMember2021-03-310001525221vtol:LombardDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SecuredDebtMember2021-03-310001525221vtol:LombardDebtMemberus-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2021-03-310001525221us-gaap:CarryingReportedAmountFairValueDisclosureMembervtol:AirnorthDebtMemberus-gaap:SecuredDebtMember2021-03-310001525221us-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:AirnorthDebtMemberus-gaap:FairValueInputsLevel1Memberus-gaap:SecuredDebtMember2021-03-310001525221us-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:AirnorthDebtMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SecuredDebtMember2021-03-310001525221us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMembervtol:AirnorthDebtMemberus-gaap:SecuredDebtMember2021-03-310001525221us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMembervtol:HumbersideDebtMember2021-03-310001525221us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Memberus-gaap:SecuredDebtMembervtol:HumbersideDebtMember2021-03-310001525221us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SecuredDebtMembervtol:HumbersideDebtMember2021-03-310001525221us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMembervtol:HumbersideDebtMember2021-03-310001525221us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-03-310001525221us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2021-03-310001525221us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2021-03-310001525221us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-03-3100015252212020-06-112020-06-110001525221vtol:AircraftMember2021-06-30vtol:helicopter0001525221vtol:Aw189HeavyHelicoptersMember2021-06-300001525221vtol:Aw169LightTwinHelicoptersMember2021-06-300001525221vtol:OtherCommitmentsMember2021-06-300001525221us-gaap:SubsequentEventMember2021-07-3100015252212020-09-1600015252212021-06-012021-06-300001525221us-gaap:SubsequentEventMember2021-07-012021-07-3100015252212019-10-310001525221us-gaap:CarryingReportedAmountFairValueDisclosureMember2019-10-3100015252212020-06-100001525221vtol:LegacyBristowStockholdersMember2020-06-110001525221us-gaap:AccumulatedTranslationAdjustmentMember2021-03-310001525221us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-03-310001525221us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-03-310001525221us-gaap:AccumulatedTranslationAdjustmentMember2021-04-012021-06-300001525221us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-04-012021-06-300001525221us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-04-012021-06-300001525221us-gaap:AccumulatedTranslationAdjustmentMember2021-06-300001525221us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-06-300001525221us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-06-30vtol:segmentvtol:region0001525221srt:EuropeMembersrt:ReportableGeographicalComponentsMember2021-04-012021-06-300001525221srt:EuropeMembersrt:ReportableGeographicalComponentsMember2020-04-012020-06-300001525221srt:AfricaMembersrt:ReportableGeographicalComponentsMember2021-04-012021-06-300001525221srt:AfricaMembersrt:ReportableGeographicalComponentsMember2020-04-012020-06-300001525221srt:ReportableGeographicalComponentsMembersrt:AmericasMember2021-04-012021-06-300001525221srt:ReportableGeographicalComponentsMembersrt:AmericasMember2020-04-012020-06-300001525221srt:ReportableGeographicalComponentsMembersrt:AsiaPacificMember2021-04-012021-06-300001525221srt:ReportableGeographicalComponentsMembersrt:AsiaPacificMember2020-04-012020-06-300001525221us-gaap:CorporateNonSegmentMember2021-04-012021-06-300001525221us-gaap:CorporateNonSegmentMember2020-04-012020-06-300001525221srt:ReportableGeographicalComponentsMembersrt:RevisionOfPriorPeriodReclassificationAdjustmentMembersrt:AmericasMember2020-04-012020-06-300001525221srt:EuropeMembersrt:ReportableGeographicalComponentsMember2021-06-300001525221srt:EuropeMembersrt:ReportableGeographicalComponentsMember2021-03-310001525221srt:AfricaMembersrt:ReportableGeographicalComponentsMember2021-06-300001525221srt:AfricaMembersrt:ReportableGeographicalComponentsMember2021-03-310001525221srt:ReportableGeographicalComponentsMembersrt:AmericasMember2021-06-300001525221srt:ReportableGeographicalComponentsMembersrt:AmericasMember2021-03-310001525221srt:ReportableGeographicalComponentsMembersrt:AsiaPacificMember2021-06-300001525221srt:ReportableGeographicalComponentsMembersrt:AsiaPacificMember2021-03-310001525221us-gaap:CorporateNonSegmentMember2021-06-300001525221us-gaap:CorporateNonSegmentMember2021-03-31

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 endedJune 30, 2021
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 July 30, 2021 was 28,259,295. 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 June 30,
  
20212020
Revenues:
Operating revenues$288,351 $261,508 
Reimbursable revenues12,251 8,685 
Total revenues300,602 270,193 
Costs and expenses:
Operating expenses214,503 187,555 
Reimbursable expenses12,114 8,648 
General and administrative expenses37,483 35,394 
Merger-related costs1,735 17,418 
Restructuring costs851 3,012 
Depreciation and amortization23,195 16,356 
Total costs and expenses289,881 268,383 
Loss on impairment(21,934)(19,233)
Gain on disposal of assets499 5,522 
Losses from unconsolidated affiliates, net(1,517)(1,978)
Operating loss(12,231)(13,879)
Interest income66 262 
Interest expense(10,624)(12,504)
Loss on extinguishment of debt (615)
Reorganization items, net(446) 
Loss on sale of subsidiaries(2,002) 
Change in fair value of preferred stock derivative liability 15,416 
Gain on bargain purchase 75,433 
Other, net6,184 4,001 
Total other income (expense), net(6,822)81,993 
Income (loss) before income taxes(19,053)68,114 
Benefit for income taxes4,842 3,290 
Net income (loss)
(14,211)71,404 
Net loss attributable to noncontrolling interests14 73 
Net income (loss) attributable to Bristow Group
$(14,197)$71,477 
Income (loss) per common share(1):
Basic
$(0.50)$18.41 
Diluted
$(0.50)$5.16 
Weighted average common shares outstanding(1):
Basic28,669,417 11,102,611 
Diluted28,669,417 38,988,528 
(1) See Note 9 to the condensed consolidated financial statements for details on prior year income (loss) per share and weighted average common shares outstanding.


The accompanying notes are an integral part of these condensed consolidated financial statements.
1


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

Three Months Ended June 30,
 20212020
Net income (loss)$(14,211)$71,404 
Other comprehensive income (loss):
Currency translation adjustments1,272 3,159 
Pension liability adjustment, net(48) 
Unrealized gain (loss) on cash flow hedges, net942 (881)
Total comprehensive income (loss)(12,045)73,682 
Net comprehensive loss attributable to noncontrolling interests14 73 
Total comprehensive income (loss) attributable to Bristow Group Inc.$(12,031)$73,755 





































The accompanying notes are an integral part of these condensed consolidated financial statements.
2



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

June 30, 2021March 31, 2021
ASSETS
Current assets:
Cash and cash equivalents
$244,696 $228,010 
Restricted cash
3,978 3,069 
Accounts receivable, net of allowance for doubtful accounts of $2,200 and $2,300 as of June 30 and March 31, 2021, respectively
198,144 215,620 
Inventories
92,894 92,180 
Assets held for sale
7,432 14,750 
Prepaid expenses and other current assets
30,251 32,119 
Total current assets
577,395 585,748 
Property and equipment1,082,116 1,090,094 
Accumulated depreciation and amortization(107,459)(85,535)
Property and equipment, net974,657 1,004,559 
Investment in unconsolidated affiliates19,416 37,530 
Right-of-use assets226,970 246,667 
Other assets115,215 117,766 
Total assets
$1,913,653 $1,992,270 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$63,844 $69,542 
Accrued wages, benefits and related taxes
43,052 58,595 
Income taxes payable and other accrued taxes18,580 19,972 
Deferred revenue
14,436 13,598 
Accrued maintenance and repairs
27,610 26,907 
Current portion of operating lease liabilities
73,755 77,909 
Accrued interest and other accrued liabilities
36,606 22,632 
Short-term borrowings and current maturities of long-term debt
16,043 15,965 
Total current liabilities
293,926 305,120 
Long-term debt, less current maturities525,571 527,528 
Accrued pension liabilities39,302 44,150 
Other liabilities and deferred credits6,637 6,681 
Deferred taxes33,801 42,430 
Long-term operating lease liabilities152,258 167,718 
Total liabilities
$1,051,495 $1,093,627 
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests
 1,572 
Stockholders’ equity:
Common stock, $0.01 par value, 110,000,000 authorized; 28,806,355 and 29,694,071 outstanding as of June 30 and March 31, 2021, respectively
303 303 
Additional paid-in capital
690,041 687,715 
Retained earnings
212,814 227,011 
Treasury shares, at cost; 1,403,267 and 466,700 shares as of June 30 and March 31, 2021, respectively
(35,700)(10,501)
Accumulated other comprehensive loss(4,749)(6,915)
Total Bristow Group Inc. stockholders’ equity862,709 897,613 
Noncontrolling interests(551)(542)
Total stockholders’ equity862,158 897,071 
Total liabilities and stockholders’ equity$1,913,653 $1,992,270 





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

3


BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
Three Months Ended June 30,
 20212020
Cash flows from operating activities:
Net income (loss)
$(14,211)$71,404 
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
26,248 21,493 
Deferred income taxes
(7,754)(6,382)
Loss from extinguishment of debt
 615 
 Amortization of deferred financing fees 309  
Discount amortization on long-term debt
2,050 3,619 
Gain on disposal of assets(499)(5,522)
Loss on impairment
21,934 19,233 
Loss on sale of subsidiaries
2,002  
Gain on bargain purchase
 (75,433)
Change in fair value of preferred stock derivative liability
 (15,416)
Stock-based compensation
2,326 5,185 
Equity in earnings from unconsolidated affiliates less than
    (greater than) dividends received
1,517 3,632 
Increase (decrease) in cash resulting from changes in:
Accounts receivable
17,027 10,465 
Inventory, prepaid expenses and other assets
(516)(12,502)
Accounts payable, accrued expenses and other liabilities
(13,992)(27,257)
Net cash provided by (used in) operating activities36,441 (6,866)
Cash flows from investing activities:
Capital expenditures
(2,968)(2,849)
Proceeds from asset dispositions
10,621 11,665 
Deposits on assets held for sale
 20,000 
Cash transferred in sale of subsidiaries, net of cash received
(851) 
Increase in cash from Era merger
 120,236 
Net cash provided by investing activities6,802 149,052 
Cash flows from financing activities:
Debt issuance costs
(1,895) 
Repayment of debt and debt redemption premiums
(4,002)(73,387)
Purchase of treasury shares
(21,793) 
Old Bristow share repurchases
 (4,807)
Net cash used in financing activities(27,690)(78,194)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
2,042 302 
Net increase in cash, cash equivalents and restricted cash17,595 64,294 
Cash, cash equivalents and restricted cash at beginning of period231,079 199,121 
Cash, cash equivalents and restricted cash at end of period$248,674 $263,415 
Cash paid during the period for:
Interest
$1,171 $8,372 
Income taxes
$3,046 $2,308 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4


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

 Total Bristow Group Inc. Stockholders’ Equity  
 Redeemable Noncontrolling InterestsCommon
Stock
Common
Stock
(Shares)
Additional
Paid-in
Capital
Retained
Earnings
Treasury StockAccumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
Stockholders’
Equity
March 31, 2021$1,572 $303 29,694,071 $687,715 $227,011 $(10,501)$(6,915)$(542)$897,071 
Share award amortization— — 48,851 2,326 — — — — 2,326 
Share repurchases— — (936,567)— — (25,199)— — (25,199)
Currency translation adjustments— — — — — — — 5 5 
Net income (loss)— — — — (14,197)— — (14)(14,211)
Sale of noncontrolling interest(1,572)— — — — — — — — 
Other comprehensive loss— — — — — — 2,166 — 2,166 
June 30, 2021 303 28,806,355 690,041 212,814 (35,700)(4,749)(551)862,158 

 Total Bristow Group Inc. Stockholders’ Investment  
 Redeemable Noncontrolling InterestsMezzanine Equity Preferred StockCommon
Stock
Common
Stock
(Shares)
(1)
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury StockNoncontrolling
Interests
Total
Stockholders’
Investment
March 31, 2020$ $149,785 $1 11,235,566 $295,897 $139,228 $(8,641)$ $(269)$426,216 
Share repurchases— (2,151)— (142,721)— 1,263 — — — 1,263 
Preferred stock share conversion— (146,448)4 34,836,688 270,678 142,614 — — — 413,296 
Elimination of Old Bristow stock— — (5)(45,929,533)5 — — — —  
Exchange of common stock— — 231 23,026,894 (231)— — — —  
Era purchase price— — 72 7,175,029 108,268 — — — — 108,340 
Preferred stock compensation activity and conversion— (1,186)— — 6,370 — — — — 6,370 
Purchase of Company common stock (tax withholding)— — — (42,199)— — — — — — 
Currency translation adjustments— — — — — — — — 13 13 
Net income (loss)— — — — — 71,477 — — (73)71,404 
Other comprehensive income— — — — — — 2,278 — — 2,278 
June 30, 2020  303 30,159,724 680,987 354,582 (6,363) (329)1,029,180 
_______________________
(1) Certain shares were reclassified out of common stock issued and into un-issued.
The accompanying notes are an integral part of these condensed consolidated financial statements.
5


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

Note 1 — BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation and as a direct wholly owned subsidiary of Era. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Quarterly Report on Form 10-Q, references to:
the “Company”, “Combined Company,” “Bristow”,  “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries;
“Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and
“Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the Combined Company) and its subsidiaries prior to consummation of the Merger.
Pursuant to the United States (“U.S.”) generally accepted accounting principles (“GAAP”), the Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and remained the ultimate parent of the Combined Company. As a result, upon the closing of the Merger, Old Bristow’s historical financial statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements since June 12, 2020. Any reference to comparative period disclosures in the Quarterly Report on Form 10-Q refers to Old Bristow.
The Company’s fiscal year ends March 31, and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 2022 is referred to as “fiscal year 2022”.
The condensed consolidated financial information for the three months ended June 30, 2021 and June 30, 2020 has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2021.
The preparation of these financial statements and accompanying footnotes requires the Company to make estimates and assumptions; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the condensed consolidated balance sheet, the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of cash flows and the condensed consolidated statements of changes in stockholders equity.  Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire fiscal year. 
The condensed consolidated financial information found on this Quarterly Form 10-Q has not been audited by the Company’s independent registered public accounting firm.
6


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Basis of Consolidation
The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation.
Summary of Significant Accounting Policies and Other Accounting Considerations
Reclassifications — Certain amounts reported for prior periods in the consolidated financial statements have been reclassified to conform with the current period’s presentation.
Sale of Subsidiary — During the three months ended June 30, 2021, the Company sold its 75% interest in Hauser Investments Limited (“Hauser”), which owns 100% Sicher Helicopters SAS (“Sicher”), a provider of helicopter services to Colombia’s oil and gas market. The sale resulted in a $2.0 million loss included in loss on sale of subsidiaries on the condensed consolidated statement of operations.
Investment in Unconsolidated Affiliates — The Company has a 25% economic interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry and other general aviation services in Egypt. During the three months ended June 30, 2021, upon evaluating its investment in PAS, the Company identified an indicator for impairment due to a decline in PAS’s performance. As a result, the Company performed a fair valuation of its investment in PAS using a market approach that relied on significant Level III inputs due to the nature of unobservable inputs that required significant judgment and assumptions. The market approach utilized two methods, each yielding similar valuation outcomes through the use of a multiple relevant to each method, derived from select guideline public companies, and an expected dividend rate or earnings of PAS. This resulted in a $16.0 million loss on impairment recorded during the three months ended June 30, 2021. As of June 30, 2021, 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.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations.
Adopted
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This standard also included guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.
Not Yet Adopted
In May 2021, the FASB issued ASU Update No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The purpose of this update is to clarify and reduce diversity in practice for the accounting of certain modifications or exchanges of equity written call options. Under the guidance, an issuer determines
7


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt, or for other reasons. The standard will be effective for the Company beginning in fiscal year 2023 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements.
Note 2 — BUSINESS COMBINATIONS
Era Group Inc.
On June 11, 2020, the combination of Old Bristow with Era was successfully completed in an all-stock transaction with Era having issued shares of common stock (“Combined Company Common Stock”) to Old Bristow’s stockholders in exchange for such holders shares of common stock in Old Bristow. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). In the Merger, Old Bristow merged with and into Merger Sub, a subsidiary of Era, with Old Bristow remaining as the surviving company and as a subsidiary of Era, the ultimate parent of the Combined Company. Era is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., primarily servicing offshore energy installations. The transaction was structured as an all-stock, reverse-triangular merger, whereby Era issued shares of Combined Company Common Stock to Old Bristow stockholders, allowing it to qualify as a tax free reorganization for U.S. federal income tax purposes. Following the Merger, Era changed its name to Bristow Group Inc., and the Combined Company Common Stock continued to trade on the NYSE under the new ticker symbol VTOL.
While Era was the legal acquirer in the Merger, Old Bristow was determined to be the accounting acquirer, based upon the terms of the Merger and other considerations including that: (i) immediately following completion of the Merger, Old Bristow stockholders owned approximately 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era common stock (“Era Common Stockholders”) owned approximately 23% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Company consisted of eight directors, including six Old Bristow designees. The Merger was accounted for under the acquisition method of accounting under ASC 805, Business Combinations. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The Company completed its assessment of the fair value of assets acquired and liabilities assumed within the required one-year period from the date of acquisition. Management recorded the acquired aircraft at an aggregate fair value of $179.9 million. Based upon the illiquid state of the secondary market, relevant and reliable market data for the Era fleet was not readily available. As a result, the Company derived the fair value of the Era fleet of aircraft from the estimated enterprise value of Era, using the discounted cash flow method of the income approach. The estimated enterprise value of Era was made using principal assumptions such as forecasted revenues and discount rate. All non-aircraft acquired assets and assumed liabilities were valued at fair value, which based upon their nature were more readily determinable. After allocating fair values to all the non-aircraft acquired assets and assumed liabilities, the remaining value was attributed to the aircraft.
The acquisition date fair value of the consideration transferred consisted of the following (in thousands):
Fair value of Combined Company Common Stock issued (1)
$106,440 
Fair value of accelerated stock awards (2)
2,067 
Fair value of exchanged stock awards (3)
228 
Total consideration transferred$108,735 
Fair value of redeemable noncontrolling interest1,501 
Total fair value of Era$110,236 
___________________________ 
(1)Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing market price of Era shares on June 11, 2020, the acquisition date.
(2)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger.
8


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
(3)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the pre-Merger vesting period.
The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands):
Assets acquired:
Cash and cash equivalents$120,236 
Accounts receivable from non-affiliates35,079 
Prepaid expenses and other current assets17,598 
Inventories8,826 
Property and equipment223,256 
Right-of-use assets8,395 
Other assets 14,792 
Total assets acquired$428,182 
Liabilities assumed:
Accounts payable$9,686 
Accrued wages, benefits and related taxes8,319 
Income taxes payable1,791 
Deferred revenue236 
Current portion of operating lease liabilities1,711 
Other accrued liabilities18,474 
Short-term borrowings and current maturities of long-term debt17,485 
Long-term debt, less current maturities136,704 
Other liabilities and deferred credits1,404 
Deferred taxes34,198 
Long-term operating lease liabilities6,845 
Total liabilities and redeemable noncontrolling interest assumed$236,853 
Net assets acquired$191,329 
The Merger initially resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $75.4 million; after further analysis, during the second quarter of fiscal year 2021, the Company recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to aircraft, redeemable noncontrolling interest and income taxes, resulting in an increase in bargain purchase gain of $5.7 million, for a total of $81.1 million shown as a gain on bargain purchase on the consolidated statements of operations, for the fiscal year ended March 31, 2021. The bargain purchase was a result of a combination of factors including depressed oil and gas prices and market volatility linked to the COVID-19 pandemic between the initial announcement and consummation of the Merger.
Specifically, the Era share price declined from $8.59 to $5.16 between the last trading day prior to the announcement of the Merger and the date the Merger closed. The aggregate Merger consideration was based on an exchange ratio that was fixed and did not fluctuate in the event that the value of Old Bristow’s common stock increased or Era’s common stock decreased, between the date of entry into the Merger agreement and consummation of the Merger.
9


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended June 30, 2021, as though the Merger had occurred on November 1, 2019, the effective date of Old Bristow’s emergence from the Chapter 11 Cases. The unaudited pro forma financial information is as follows (in thousands)(1):
Three Months Ended June 30, 2020
Total revenues
$305,390 
Net income
$18,547 
Net income attributable to Bristow Group Inc.
$18,642 
____________________
(1)As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred in August 2020. The Company recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from the pro forma combined Net income and Net income attributable to Bristow Group Inc. for the three months ended June 30, 2020, due to its nonrecurring nature.
Note 3 — PROPERTY AND EQUIPMENT
Property and Equipment Acquisitions
The Company made capital expenditures as follows (in thousands):
Three Months Ended June 30,
 20212020
Capital expenditures:
Aircraft and equipment$2,250 $2,757 
Land and buildings718 92 
Total capital expenditures$2,968 $2,849 
Property and Equipment Dispositions
The following table presents details on the aircraft sold or disposed of (in thousands, except for number of aircraft):
Three Months Ended June 30,
20212020
Number of aircraft sold or disposed of
3 1 
Proceeds from sale or disposal of assets$10,621 $11,665 
Deposits on assets held for sale
$ $20,000 
Gain on disposal of assets$499 $5,522 
During the three months ended June 30, 2021, the Company recognized a $5.9 million loss on impairment in connection with certain aircraft held for sale to reflect the aircraft at expected sales values.
10


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Note 4 — REVENUES
Revenue Recognition
The Company derives its revenues primarily from oil and gas flight services, government services and fixed wing services. A majority of the Company’s revenue is generated through two types of contracts: helicopter services, which includes oil and gas, government and other services, and fixed wing services. Revenue is recognized when control of the identified distinct goods or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance obligations and the Company has determined that collection has occurred or is probable of occurring.
The Company determines revenue recognition by applying the following steps:
1.Identify the contract with a customer;
2.Identify the performance obligations in the contract;
3.Determine the transaction price;
4.Allocate the transaction price to the performance obligations; and
5.Recognize revenue as the performance obligations are satisfied.
Operating revenue from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers. Fixed-term contracts typically have original terms of one to five years, subject to provisions permitting early termination by customers. Customers are typically invoiced on a monthly basis with payment terms of 30-60 days.
The following table shows the total revenues (in thousands):
Three Months Ended June 30,
 20212020
Revenues from contracts with customers$292,598 $259,405 
Total other revenues8,004 10,788 
Total revenues300,602 270,193 
Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a Government services line of service which includes revenues from U.K. SAR, the U.S. Bureau of Safety and Environmental Enforcement (“BSEE”), and other government contracts. In addition, our Other activities and services (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region in the Current Quarter. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s current lines of service.
11


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Revenues by Service Line. The following table sets forth the operating revenues earned by service line for the applicable periods (in thousands):
Three Months Ended June 30,
20212020
Oil and gas services$189,596 $191,937 
Government services(1)
70,436 54,611 
Fixed wing services24,654 11,559 
Other services(2)
3,665 3,401 
Total operating revenues$288,351 $261,508 
____________________ 
(1)Includes revenues of approximately $2.0 million related to government services that were previously included in the oil and gas and other service lines for the three months ended June 30, 2020.
(2)Includes Asia Pacific and certain Europe revenues of approximately $3.5 million that were previously included in the oil and gas service line for the three months ended June 30, 2020.
Contract Assets, Liabilities and Receivables
The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services.
As of June 30 and March 31, 2021, receivables related to services performed under contracts with customers were $160.5 million and $167.3 million, respectively. During the three months ended June 30, 2021, the Company recognized $4.4 million of revenues from outstanding contract liabilities. Contract liabilities related to services performed under contracts with customers were $14.4 million and $13.3 million as of June 30, 2021 and March 31, 2021, respectively. Contract liabilities are primarily generated by fixed wing services where customers pay for tickets in advance of receiving the Company’s services and advanced payments from helicopter services customers. There were no contract assets as of June 30 and March 31, 2021.
Remaining Performance Obligations
Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands):
 Remaining Performance Obligations
Nine Months Ending March 31, 2022Fiscal Year Ending March 31,Total
 2023202420252026 and thereafter
Outstanding Service Revenue:
Helicopter contracts
$305,307 $232,564 $192,086 $159,288 130,461 $1,019,706 
Fixed wing contracts
752     752 
Total remaining performance obligation revenue
$306,059 $232,564 $192,086 $159,288 $130,461 $1,020,458 
Although substantially all of the Company’s revenue is derived under contract, due to the nature of the business, the Company does not have significant remaining performance obligations as its contracts typically include unilateral termination clauses that allow its customers to terminate existing contracts with a notice period of 30 to 365 days. The table above includes
12


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties have been excluded. As such, the Company’s actual remaining performance obligation revenue is expected to be greater than what is reflected in the table above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated.
Note 5 — DEBT
Debt as of June 30 and March 31, 2021, consisted of the following (in thousands):
June 30, 2021March 31, 2021
6.875% Senior Notes
391,466 391,550 
Lombard Debt144,802 146,006 
Airnorth Debt5,073 5,631 
Humberside Debt273 306 
Total debt
541,614 543,493 
Less short-term borrowings and current maturities of long-term debt
(16,043)(15,965)
Total long-term debt
$525,571 $527,528 
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, with the first payment starting on September 1, 2021. The 6.875% Senior Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event or specified asset sale, the Company may be required to repurchase the outstanding balance of the 6.875% Senior Notes As of June 30, 2021, the Company had $8.5 million of unamortized debt issuance costs associated with the 6.875% Senior Notes.
Lombard Debt During the three months ended June 30, 2021, the Company made $3.3 million in principal payments on the Lombard debt.
ABL Facility — The Company’s asset-backed revolving credit facility (as amended or modified, the “ABL Facility”) matures in April 2023, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are (i) secured by certain accounts receivable owing to the borrower subsidiaries, Bristow Helicopters Limited, Bristow Norway AS, Bristow U.S. LLC and Era Helicopters, LLC (collectively, the “ABL Borrowers”), and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) fully and unconditionally guaranteed as to payment by the Company, as parent guarantor, and each of the ABL Borrowers. The ABL Facility currently provides for commitments in an aggregate amount of $85.0 million, which amount includes a “last in, last out” tranche of revolving loan commitments available to the ABL Borrowers in an aggregate amount not to exceed $5.0 million. The Company retains the ability under the ABL Facility to increase the total commitments up to a maximum aggregate amount of $115.0 million, subject to the terms and conditions therein.
As of June 30, 2021, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the three months ended June 30, 2021. Letters of credit issued under the ABL Facility in the aggregate face amount of $21.3 million were outstanding on June 30, 2021.
13


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
LIBOR Transition — In 2020, a number of regulators in conjunction with the FASB and the U.S. Federal Reserve announced their intention to begin the suspension and replacement of the use of LIBOR starting towards the end of calendar year 2021 with a complete phase-out to be undertaken by June 2023. The effects of this transition from LIBOR to an alternative reference rate may impact the Company’s current indebtedness that is tied to LIBOR, in addition to the potential overall financial market disruption as a result of this phase-out. The Company is currently evaluating the potential effects of this announcement on its underlying debt, but it does not expect the impact to be material.
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.
Fair Value of Debt
The fair value of the Company’s debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of the Company’s long-term debt was estimated using discounted cash flow analysis based on market prices for those loans and estimated current rates for similar types of arrangements. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
The carrying and fair values of the Company’s debt are as follows (in thousands):
Carrying
Amount
Level 1Level 2Level 3
June 30, 2021
LIABILITIES
6.875% Senior Notes(1)
$391,466 $ $411,361 $ 
Lombard Debt144,802  151,765  
Airnorth Debt5,073  4,950  
Humberside Debt273  273  
$541,614 $ $568,349 $ 
March 31, 2021
LIABILITIES
6.875% Senior Notes(1)
$391,550 $ $398,870 $ 
Lombard Debt146,006  155,270  
Airnorth Debt5,631  5,656  
Humberside Debt306  306  
$543,493 $ $560,102 $ 
_________________ 
(1)The carrying value of the 6.875% Senior Notes is net of unamortized debt issuance costs of $8.5 million.
14


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
The carrying values are net of unamortized discount as follows (in thousands):
 June 30, 2021March 31, 2021
Lombard Debt19,566 21,495 
Airnorth Debt103 154 
Total unamortized debt discount$19,669 $21,649 
Old Bristow Preferred Stock Embedded Derivative
The fair value of Old Bristow’s preferred stock embedded derivative was estimated on the pre-merger basis, using the income approach, namely a “with” and “without” analysis. The difference between the value of Old Bristow’s preferred stock in the “with” and “without” analyses represented the value of the embedded derivative. Old Bristow was private on the pre-merger basis and hence, the Old Bristow preferred stock value was estimated based on the expected exchange ratio upon the merger. As there was no trading price or any directly observable market information for the embedded derivative itself or Old Bristow’s preferred stock price the fair value of the embedded derivative represents a model value. Due to these facts and circumstances, the fair value of Old Bristow’s Preferred Stock embedded derivative was derived from Level 3 inputs, due to the nature of unobservable inputs that required significant estimates, judgments and assumptions.
Changes in the fair value of the New Preferred Stock derivative liability, carried at fair value, were reported as change in fair value of the preferred stock derivative liability in the condensed consolidated statements of operations. During the three months ended June 30, 2020, the Company recognized non-cash gain of approximately $15.4 million due to an increase in the preferred stock derivative liability related to the embedded derivative in the New Preferred Stock.
The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the three months ended June 30, 2020:
Significant Unobservable Inputs (Level 3)
Derivative financial instruments:(in thousands)
March 31, 2020$286,182 
Change in fair value
(15,416)
Preferred stock shares conversion
(266,846)
Share repurchases(3,920)
June 30, 2020$ 
On June 11, 2020, immediately before the Merger was executed, Old Bristow exercised its call right on the preferred stock, allowing Old Bristow to repurchase the shares upon a Fundamental Transaction (which included a merger or consolidation). Upon exercise of the call right, Old Bristow issued 5.17962 shares of Old Bristow’s common stock to the remaining holders of the Preferred Stock for each share of Preferred Stock held. The Old Bristow preferred stock was converted into Old Bristow common stock immediately prior to consummation of the Merger. For further discussion, see Note 7 in the Annual Report on Form 10-K for the fiscal year ended March 31, 2021.
15


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Note 7 — COMMITMENTS AND CONTINGENCIES
Fleet — The Company’s unfunded capital commitments as of June 30, 2021 consisted primarily of agreements to purchase helicopters and totaled $86.0 million, payable beginning in fiscal year 2022. The Company also had $1.3 million of deposits paid on options not yet exercised. All of the Company’s capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately $2.1 million.
Included in these commitments are orders to purchase three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2022. Delivery dates for the AW169 helicopters have yet to be determined. 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 2022 and 2023. The Company may, from time to time, purchase aircraft for which it has no orders.
Other Purchase Obligations — As of June 30, 2021, the Company had $21.1 million of other purchase obligations representing non-cancelable power-by-the-hour (“PBH”) maintenance commitments and unfilled purchase orders for aircraft parts.
General Litigation and Disputes
In July 2021, the Company settled a bankruptcy preference claim related to amounts paid under a termination agreement between Old Bristow and Columbia Helicopters, Inc. The settlement is considered a gain contingency and is expected to result in the receipt of a $9.0 million cash payment to be recognized in the second fiscal quarter.
The Company operates in jurisdictions internationally where it is subject to risks that include government action to obtain additional tax revenue. In a number of these jurisdictions, political unrest, the lack of well-developed legal systems and legislation that is not clear enough in its wording to determine the ultimate application, can make it difficult to determine whether legislation may impact the Company’s earnings until such time as a clear court or other ruling exists. The Company operates in jurisdictions currently where amounts may be due to governmental bodies that the Company is not currently recording liabilities for as it is unclear how broad or narrow legislation may ultimately be interpreted. The Company believes that payment of amounts in these instances is not probable at this time, but is reasonably possible.
In the normal course of business, the Company is involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. In addition, from time to time, the Company is involved in tax and other disputes with various government agencies. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its condensed consolidated financial statements related thereto as appropriate. It is possible that a change in its estimates related to these exposures could occur, but the Company does not expect such changes in estimated costs or uninsured losses, if any, would have a material effect on its business, consolidated financial position or results of operations.
Note 8 — TAXES
The Company’s effective tax rate was 25.4% and (4.8)% during the three months ended June 30, 2021 and June 30, 2020, respectively. The effective tax rate in the three months ended June 30, 2021 includes the impact of impairment losses, utilization of net operating losses in certain foreign jurisdictions and adjustment to its valuation allowances against future realization of deductible business interest expense. The Company’s provision for income taxes for the interim period ended June 30, 2021 was prepared by applying the estimated annual income tax rate for the full fiscal year to income from continuing operations, excluding discrete items, for the reporting period. For the interim period ended June 30, 2020, the Company utilized the discrete effective tax rate method to report its provision for income taxes.
The relationship between the Company’s provision for or benefit from income taxes and the Company’s pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, including asset sales, (b) changes in the blend of income that is taxed based on gross revenues or at high effective tax rates versus pre-tax book income or at low effective tax rates and (c) the Company’s geographical blend of pre-tax book
16


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
income. Consequently, the Company’s income tax expense or benefit does not change proportionally with the Company’s pre-tax book income or loss. Significant decreases in the Company’s pre-tax book income typically result in higher effective tax rates, while significant increases in pre-tax book income can lead to lower effective tax rates, subject to the other factors impacting income tax expense noted above. The change in the Company’s effective tax rate excluding discrete items for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 primarily related to changes in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions. Additionally, the Company increased its valuation allowances by $0.7 million and released its valuation allowance by $3.3 million for the three months ended June 30, 2021 and 2020, respectively.
Valuation allowances are presented as reductions to the Company’s deferred tax assets. The Company evaluates its deferred tax assets quarterly, which requires significant management judgment to determine the recoverability of these deferred tax assets by assessing whether it is more likely than not that some or all of the deferred tax asset will be realized before expiration. After considering all available positive and negative evidence using a “more likely than not” standard, the Company believes it is appropriate to value against deferred tax assets related to foreign tax credits and certain foreign net operating losses.
The benefit of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the condensed consolidated financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. Interest and penalties, if any, related to uncertain tax positions would be recorded in interest expense and other expense, respectively.
Note 9 — STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME
Share Repurchases.
On September 16, 2020, the Board authorized a stock repurchase plan providing for the repurchase of up to $75.0 million of the Company's common stock. Repurchases under the program may be made in the open market, including pursuant to a Rule 10b5-1 plan, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice.
In June 2021, the Company repurchased 933,208 shares of common stock in open market transactions for gross consideration of $25.1 million, which is an average cost per share of $26.89. After these repurchases, as of June 30, 2021, $39.9 million remained of the $75.0 million share repurchase program.
In July 2021, the Company repurchased an additional 547,596 shares of common stock for gross consideration of $14.9 million, which is an average cost per share of $27.24. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program.

17


BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Earnings per Share
Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share excludes options to purchase common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):
Three Months Ended June 30,
 20212020
Income (loss):
Net income (loss) attributable to Bristow Group Inc.
$(14,197)$71,477 
Less: PIK dividends (1)
 (12,039)
Plus: Deemed contribution from conversion of preferred stock
 144,986 
Income available to common stockholders – basic
$(14,197)$204,424 
Add: PIK dividends 12,039 
Less: Changes in fair value of preferred stock derivative liability (15,416)
Income (loss) available to common stockholders – diluted$(14,197)$201,047 
Shares:
Weighted average number of common shares outstanding – basic
28,669,417 11,102,