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 ________________________________________

________________________________________ 

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)

None

Securities registered pursuant to Section 12(b) of the Act:

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.

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 (in thousands), par value $0.01 per share, outstanding as of October 30, 2023 was 28,246. The Registrant has no other class of common stock outstanding.

 

Item 1.     Financial Statements.

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 nine months ended September 30, 2023 and 2022, 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 connection with its fiscal year-end change from March 31st to December 31st, the Company filed audited financial statements for the transition period from April 1, 2022 to December 31, 2022, on a Transition Report on Form 10-KT. As such, certain comparative period information has been reclassified to conform to the current period presentation. The condensed consolidated financial statements on this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and related notes thereto included in the Company’s Transition Report on Form 10-KT for the transition period ended December 31, 2022, filed with the SEC on March 9, 2023.

Basis of Consolidation — The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation.

Accounting Estimates — The preparation of these condensed consolidated financial statements and accompanying footnotes requires the Company to make estimates and assumptions; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the condensed consolidated statements of operations and comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statements of changes in stockholders equity and the condensed consolidated statements of cash flows. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire year.

Recent Accounting Standards — The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed within this Quarterly Report on Form 10-Q were assessed and determined as either not applicable or not material to the Company’s consolidated financial position or result of operations.

The Company derives its revenues primarily from 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):

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

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 revenues have 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.

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 and from mobilization fees received from customers in connection with new contract commencements. There were no contract assets as of September 30, 2023 and December 31, 2022.

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

Excluding any applicable cancellation penalties, revenues from performance obligations that are unsatisfied (or partially unsatisfied) on contracts with fixed consideration that have an expected duration of one year or more and therefore not subject to the practical expedient as of September 30, 2023 were $19.2 million, of which $5.2 million and $14.0 million of revenues are expected to be recognized in 2023 and 2024, respectively. These amounts exclude expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated.

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.(“VIH”) a related party.

The Company leases certain aircraft and facilities and from time to time purchases inventory from VIH. During the three months ended September 30, 2023 and 2022, the Company made payments of $1.1 million and $1.6 million to its related parties, respectively, and also generated total revenues of $11.5 million and $8.8 million from its related parties, respectively. During the nine months ended September 30, 2023 and 2022, the Company made payments of $4.1 million and $5.0 million to its related parties, respectively, and also generated total revenues of $25.3 million and $22.5 million from its related parties, respectively. Additionally, during the nine months ended September 30, 2023, the Company and VIH entered into resale agreements under which one S92 aircraft was sold in exchange for the purchase of another S92 aircraft in a non-monetary transaction. The exchange did not result in a gain or loss being recognized on the Company’s condensed consolidated statement of operations.

As of September 30, 2023 and December 31, 2022, accounts receivables from related parties included in accounts receivables on the condensed consolidated balance sheets were $1.2 million and $0.8 million, respectively.

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

6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year. The 6.875% Senior Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event, the Company must make an offer to repurchase each noteholder’s notes at an offer price of 101% of the aggregate principal amount, plus accrued and unpaid interest. As of September 30, 2023 and December 31, 2022, the Company had $6.2 million and $7.2 million, respectively, of unamortized deferred financing fees associated with the 6.875% Senior Notes.

Lombard Debt — In January 2023, in connection with its maturity, the Company made a $129.1 million payment to extinguish the Lombard Debt.

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

Bristow's obligations under the NatWest Debt are secured by ten SAR helicopters. During the three and nine months ended September 30, 2023, the Company made principal payments of $3.2 million and $9.7 million, respectively. As of September 30, 2023, the Company had $8.4 million of unamortized deferred financing fees associated with the NatWest debt.

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

As of September 30, 2023, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the nine months ended September 30, 2023. Letters of credit issued under the ABL Facility in the aggregate face amount of $3.0 million were outstanding on September 30, 2023.

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.

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

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

			Carrying Amount						Level 1						Level 2						Level 3
September 30, 2023
LIABILITIES
6.875% Senior Notes(1)			$	393,826					$	—					$	374,747					$	—
NatWest(2)			150,176						—						150,492						—
			$	544,002					$	—					$	525,239					$	—
December 31, 2022
LIABILITIES
6.875% Senior Notes(1)			$	392,763					$	—					$	366,629					$	—
Lombard Debt(3)			118,658						—						120,358						—
			$	511,421					$	—					$	486,987					$	—

____________________ 

(1)As of September 30, 2023 and December 31, 2022, the carrying values were net of unamortized deferred financing fees of $6.2 million and $7.2 million respectively.

(2)As of September 30, 2023, the carrying values of unamortized deferred financing fees related to the NatWest Debt were $8.4 million.

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

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

The Company may use foreign exchange options or forward contracts to hedge a portion of its forecasted foreign currency denominated transactions. These foreign exchange hedge contracts, carried at fair value, have maturities of up to 18 months. As of September 30, 2023 and December 31, 2022, total notional amounts of outstanding cash flow hedges were $278.7 million and $134.7 million, respectively. As of September 30, 2023, $3.3 million of net losses will be reclassified from accumulated other comprehensive income into earnings within the next 12 months.

To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The Company records changes in fair value of these cash flow hedges in accumulated other comprehensive income (loss) in its consolidated balance sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, the Company reclassifies it to earnings in the same line item as the hedged items. The Company evaluates hedge effectiveness at the inception of the hedge prospectively, and on an ongoing basis both retrospectively and prospectively. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, it will reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive income (loss) to earnings. During the nine months ended September 30, 2023, there were no net gains or losses recognized in earnings relating to hedges of forecasted transactions that did not occur.

The fair value of derivative instruments on the Company’s Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 were as follows, presented on a gross basis (in thousands):

Fleet — The Company’s unfunded capital commitments as of September 30, 2023 consisted primarily of agreements to purchase helicopters and totaled $201.3 million, payable beginning in the fourth quarter of 2023. The Company also had $1.3 million of deposits paid on options not yet exercised as of September 30, 2023.

Included in these commitments are orders to purchase two AW189 heavy helicopters, six AW139 medium helicopters, five AW169 light twin helicopters and five H135 light twin helicopters. The AW189 helicopters and AW139 helicopters are scheduled to be delivered in 2024, and the H135 helicopters are scheduled to be delivered between 2024 and 2025. Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company has outstanding options to purchase up to ten additional AW189 helicopters and ten additional H135 helicopters. If these options are exercised, the AW189 helicopters would be scheduled for delivery between 2024 and 2025, and the H135 helicopters would be scheduled for delivery between 2027 and 2028. The Company may, from time to time, purchase aircraft for which it has no orders.

The Company may terminate $64.2 million of its unfunded capital commitments (inclusive of deposits paid on options not yet exercised) without further liability other than aggregate liquidated damages of approximately $1.1 million.

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

In the normal course of business, the Company is involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its condensed consolidated financial statements related thereto as appropriate. It is possible that a change in its estimates related to these exposures could occur, but the Company does not expect such changes in estimated costs or uninsured losses, if any, would have a material effect on its business, consolidated financial position or results of operations.

During the three months ended September 30, 2023 and 2022, the Company recorded an income tax expense of $22.6 million, resulting in an effective tax rate of 83.9%, and income tax expense of $0.1 million, resulting in an effective tax rate of 0.7%, respectively. During the nine months ended September 30, 2023 and 2022, the Company recorded an income tax expense of $3.3 million, resulting in an effective tax rate of 73.8%, and income tax expense of $11.6 million, resulting in an effective tax rate of 41.8%, respectively.

The effective tax rate in 2023 is impacted by the Company’s global mix of earnings, adjustments to valuation allowances against future realization of deductible business interest expense, partially offset by the recognition of certain deferred tax assets. The effective tax rate in 2022 is impacted by the global mix of earnings, the tax impact of non-deductible expenses and adjustments to valuation allowances against net operating losses.

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

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,												Nine Months Ended September 30,
			2023						2022						2023						2022
Income:
Net income attributable to Bristow Group Inc.			$	4,317					$	16,518					$	1,158					$	16,192
Shares of common stock:
Weighted average shares of common stock outstanding – basic			28,217						27,958						28,088						28,148
Net effect of dilutive stock			742						447						654						564
Weighted average shares of common stock outstanding – diluted(1)			28,959						28,405						28,742						28,712
Earnings per common share - basic			$	0.15					$	0.59					$	0.04					$	0.58
Earnings per common share - diluted			$	0.15					$	0.58					$	0.04					$	0.56

__________________

(1)Excludes weighted average shares of common stock of 1,181,738 and 1,431,071 for the three months ended September 30, 2023 and 2022, respectively, and 1,293,579 and 999,773 for the nine months ended September 30, 2023 and 2022, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.

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

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

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes, included elsewhere herein, as well as our Transition Report on Form 10-KT for the period ended December 31, 2022, filed with the SEC on March 9, 2023. Unless the context otherwise indicates, in this MD&A, any references to the “Company”, “Bristow”, “we”, “us” and “our” refer to Bristow Group Inc. and its consolidated entities.

In the discussions that follow, the terms “Current Quarter”, “Preceding Quarter” and “Prior Year Quarter” refer to three months ended September 30, 2023, June 30, 2023 and September 30, 2022, respectively, and “Current Period” and “Prior Year Period” refer to the nine months ended September 30, 2023 and 2022, respectively.

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management; expected actions by us and by third parties, including our customers, competitors, vendors and regulators, and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes”, “belief”, “forecasts”, “expects”, “plans”, “anticipates”, “intends”, “projects”, “estimates”, “may”, “might”, “will”, “would”, “could”, “should” or other similar words; however, all statements in this Quarterly Report on Form 10-Q, other than statements of historical fact or historical financial results, are forward-looking statements.

Our forward-looking statements reflect our views and assumptions on the date we are filing this Quarterly Report on Form 10-Q regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties, assumptions and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties and factors that could cause or contribute to such differences, include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed in Part II, Item 1A, “Risk Factors” of this report and those discussed in other documents we file with the SEC. Accordingly, you should not put undue reliance on any forward-looking statements.

You should consider the following key factors when evaluating these forward-looking statements:

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

•fluctuations in the demand for our services;

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

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

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

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

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

•the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses;

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

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

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

•the possibility that we may be unable to re-deploy our aircraft to regions with greater demand;

•the possibility of changes in tax and other laws and regulations and policies, including, without limitation, actions of governments that impact oil and gas operations or favor renewable energy projects;

•the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket;

•general economic conditions, including the capital and credit markets;

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

•the existence of operating risks inherent in our business, including the possibility of declining safety performance;

•the possibility of political instability, war or acts of terrorism in any of the countries where we operate;

•the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect search and rescue (“SAR”) contract terms or otherwise delay service or the receipt of payments under such contracts;

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

•the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers;

•our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 fleet.

The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. All forward-looking statements in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and are only made as of the date of this Quarterly Report on Form 10-Q. The forward-looking statements in this Quarterly Report on Form 10-Q should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Transition Report on Form 10-KT and under the heading “Risk Factors” and Part II Item 1A “Risk Factors” on the Company’s subsequent Quarterly Reports on Form 10-Q.

We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise.

Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. We primarily provide aviation services to a broad base of offshore energy companies and government entities. Our aviation services include personnel transportation, search and rescue (“SAR”), medevac, fixed wing transportation, unmanned systems and ad-hoc helicopter services. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations.

Our core business of providing aviation services to leading global energy companies and government entities provides us with geographic and customer diversity that helps mitigate risks associated with a single market or customer. We currently have customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, India, Ireland, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom (“UK”) and the United States (“U.S.”).

Certain of our operations are subject to seasonal factors. For example, operations in the U.S. Gulf of Mexico are often at their highest levels from April to September, as daylight hours increase, and are at their lowest levels from December to February, as daylight hours decrease.

Our North Sea operations also are subject to seasonality as drilling activity is lower during the winter months due to harsh weather and shorter days. See “Segment Markets and Seasonality” in Item 1 of our Transition Report on Form 10-KT for further discussion on seasonality.

In September 2023, Bristow entered into an agreement to purchase five new H135 light-twin helicopters for approximately $33 million and options to purchase an additional ten H135 helicopters. The new aircraft are expected to be delivered in 2024 and 2025, and will be used to support the increasing demand in Bristow’s offshore energy services business.

In September 2023, Bristow signed an agreement with Volocopter to explore and develop passenger and cargo services for electric vertical take-off and landing (“eVTOL”) aircraft in the U.S. and UK. The agreement covers the exploration of commercial, operational, and eVTOL aircraft maintenance services, including adaptation of the VoloIQ, Volocopter's proprietary digital platform, to ensure Bristow's efficient future operations. As part of this collaboration, Bristow has placed a firm order for two VoloCity aircraft to be delivered after certification with an option to purchase a further 78 vehicles in the future.

Volocopter expects to receive final certification from the European Union Aviation Safety Agency (EASA) in 2024, while concurrent certification from the Federal Aviation Administration (FAA) could enable the start of commercial services in the U.S. shortly thereafter.

In September 2023, Bristow reserved early delivery slots for five of Elroy Air's vertical take-off and landing (“VTOL”) cargo systems, the Chaparral. Bristow signed a Letter of Intent with Elroy Air to pre-order 100 Chaparral hybrid-electric cargo VTOL aircraft last year. The Chaparral will be the first of its kind VTOL aircraft dedicated to cargo movement to be introduced into Bristow's aircraft fleet. Bristow plans to use the Chaparral internationally to move time-sensitive cargo for logistics, healthcare, and energy applications.

In August 2023, Bristow Ireland Ltd., a subsidiary of Bristow Group Inc., signed a contract with the Irish Department of Transport to provide SAR services to the Irish Coast Guard (“IRCG”), finalizing the procurement process. The contract is set to commence in October 2024 and will provide for the day and night-time operations of four helicopter bases in Sligo, Shannon, Waterford and Dublin, using a total of six AW189 heavy helicopters.

As of September 30, 2023, the aircraft in our fleet were as follows:

			Number of Aircraft
			Operating Aircraft
Type			Owned Aircraft						Leased Aircraft																								Total Aircraft						Maximum Passenger Capacity						Average Age (years)(1)
Heavy Helicopters:
S92			38						29																								67						19						14
AW189			17						4																								21						16						7
S61			2						1																								3						19						52
			57						34																								91
Medium Helicopters:
AW139			49						4																								53						12						13
S76 D/C++			15						—																								15						12						12
AS365			1						—																								1						12						34
			65						4																								69
Light—Twin Engine Helicopters:
AW109			4						—																								4						7						16
EC135			9						1																								10						6						14
			13						1																								14
Light—Single Engine Helicopters:
AS350			15						—																								15						4						25
AW119			13						—																								13						7						17
			28						—																								28
Total Helicopters			163						39																								202												15
Fixed Wing			8						5																								13
Unmanned Aerial Systems (“UAS”)			4						—																								4
Total Fleet			175						44																								219

______________________

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

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