000152522112/312024Q3FALSExbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:purevtol:aircraftvtol:loaniso4217:GBPiso4217:EURvtol:helicoptervtol:segmentvtol:region00015252212024-01-012024-09-3000015252212024-11-010001525221us-gaap:ServiceMember2024-07-012024-09-300001525221us-gaap:ServiceMember2023-07-012023-09-300001525221us-gaap:ServiceMember2024-01-012024-09-300001525221us-gaap:ServiceMember2023-01-012023-09-300001525221vtol:ReimbursableMember2024-07-012024-09-300001525221vtol:ReimbursableMember2023-07-012023-09-300001525221vtol:ReimbursableMember2024-01-012024-09-300001525221vtol:ReimbursableMember2023-01-012023-09-3000015252212024-07-012024-09-3000015252212023-07-012023-09-3000015252212023-01-012023-09-3000015252212024-09-3000015252212023-12-310001525221us-gaap:CommonStockMember2023-12-310001525221us-gaap:AdditionalPaidInCapitalMember2023-12-310001525221us-gaap:RetainedEarningsMember2023-12-310001525221us-gaap:TreasuryStockCommonMember2023-12-310001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001525221us-gaap:NoncontrollingInterestMember2023-12-310001525221us-gaap:CommonStockMember2024-01-012024-03-310001525221us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-3100015252212024-01-012024-03-310001525221us-gaap:TreasuryStockCommonMember2024-01-012024-03-310001525221us-gaap:RetainedEarningsMember2024-01-012024-03-310001525221us-gaap:NoncontrollingInterestMember2024-01-012024-03-310001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001525221us-gaap:CommonStockMember2024-03-310001525221us-gaap:AdditionalPaidInCapitalMember2024-03-310001525221us-gaap:RetainedEarningsMember2024-03-310001525221us-gaap:TreasuryStockCommonMember2024-03-310001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001525221us-gaap:NoncontrollingInterestMember2024-03-3100015252212024-03-310001525221us-gaap:CommonStockMember2024-04-012024-06-300001525221us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-3000015252212024-04-012024-06-300001525221us-gaap:TreasuryStockCommonMember2024-04-012024-06-300001525221us-gaap:RetainedEarningsMember2024-04-012024-06-300001525221us-gaap:NoncontrollingInterestMember2024-04-012024-06-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300001525221us-gaap:CommonStockMember2024-06-300001525221us-gaap:AdditionalPaidInCapitalMember2024-06-300001525221us-gaap:RetainedEarningsMember2024-06-300001525221us-gaap:TreasuryStockCommonMember2024-06-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001525221us-gaap:NoncontrollingInterestMember2024-06-3000015252212024-06-300001525221us-gaap:CommonStockMember2024-07-012024-09-300001525221us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001525221us-gaap:TreasuryStockCommonMember2024-07-012024-09-300001525221us-gaap:RetainedEarningsMember2024-07-012024-09-300001525221us-gaap:NoncontrollingInterestMember2024-07-012024-09-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001525221us-gaap:CommonStockMember2024-09-300001525221us-gaap:AdditionalPaidInCapitalMember2024-09-300001525221us-gaap:RetainedEarningsMember2024-09-300001525221us-gaap:TreasuryStockCommonMember2024-09-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001525221us-gaap:NoncontrollingInterestMember2024-09-300001525221us-gaap:CommonStockMember2022-12-310001525221us-gaap:AdditionalPaidInCapitalMember2022-12-310001525221us-gaap:RetainedEarningsMember2022-12-310001525221us-gaap:TreasuryStockCommonMember2022-12-310001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001525221us-gaap:NoncontrollingInterestMember2022-12-3100015252212022-12-310001525221us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-3100015252212023-01-012023-03-310001525221us-gaap:CommonStockMember2023-01-012023-03-310001525221us-gaap:TreasuryStockCommonMember2023-01-012023-03-310001525221us-gaap:RetainedEarningsMember2023-01-012023-03-310001525221us-gaap:NoncontrollingInterestMember2023-01-012023-03-310001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-310001525221us-gaap:CommonStockMember2023-03-310001525221us-gaap:AdditionalPaidInCapitalMember2023-03-310001525221us-gaap:RetainedEarningsMember2023-03-310001525221us-gaap:TreasuryStockCommonMember2023-03-310001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310001525221us-gaap:NoncontrollingInterestMember2023-03-3100015252212023-03-310001525221us-gaap:CommonStockMember2023-04-012023-06-300001525221us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-3000015252212023-04-012023-06-300001525221us-gaap:TreasuryStockCommonMember2023-04-012023-06-300001525221us-gaap:RetainedEarningsMember2023-04-012023-06-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-012023-06-300001525221us-gaap:CommonStockMember2023-06-300001525221us-gaap:AdditionalPaidInCapitalMember2023-06-300001525221us-gaap:RetainedEarningsMember2023-06-300001525221us-gaap:TreasuryStockCommonMember2023-06-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300001525221us-gaap:NoncontrollingInterestMember2023-06-3000015252212023-06-300001525221us-gaap:CommonStockMember2023-07-012023-09-300001525221us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-300001525221us-gaap:TreasuryStockCommonMember2023-07-012023-09-300001525221us-gaap:RetainedEarningsMember2023-07-012023-09-300001525221us-gaap:NoncontrollingInterestMember2023-07-012023-09-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300001525221us-gaap:CommonStockMember2023-09-300001525221us-gaap:AdditionalPaidInCapitalMember2023-09-300001525221us-gaap:RetainedEarningsMember2023-09-300001525221us-gaap:TreasuryStockCommonMember2023-09-300001525221us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-300001525221us-gaap:NoncontrollingInterestMember2023-09-3000015252212023-09-300001525221us-gaap:OilAndGasServiceMember2024-07-012024-09-300001525221us-gaap:OilAndGasServiceMember2023-07-012023-09-300001525221us-gaap:OilAndGasServiceMember2024-01-012024-09-300001525221us-gaap:OilAndGasServiceMember2023-01-012023-09-300001525221vtol:GovernmentServicesMember2024-07-012024-09-300001525221vtol:GovernmentServicesMember2023-07-012023-09-300001525221vtol:GovernmentServicesMember2024-01-012024-09-300001525221vtol:GovernmentServicesMember2023-01-012023-09-300001525221vtol:FixedWingServicesMember2024-07-012024-09-300001525221vtol:FixedWingServicesMember2023-07-012023-09-300001525221vtol:FixedWingServicesMember2024-01-012024-09-300001525221vtol:FixedWingServicesMember2023-01-012023-09-300001525221us-gaap:ServiceOtherMember2024-07-012024-09-300001525221us-gaap:ServiceOtherMember2023-07-012023-09-300001525221us-gaap:ServiceOtherMember2024-01-012024-09-300001525221us-gaap:ServiceOtherMember2023-01-012023-09-300001525221vtol:CougarHelicoptersIncMember2024-01-012024-09-300001525221vtol:CougarHelicoptersIncMembervtol:VIHAviationGroupLtd.Member2024-01-012024-09-300001525221us-gaap:EquityMethodInvesteeMember2024-07-012024-09-300001525221us-gaap:EquityMethodInvesteeMember2023-07-012023-09-300001525221us-gaap:EquityMethodInvesteeMember2024-01-012024-09-300001525221us-gaap:EquityMethodInvesteeMember2023-01-012023-09-300001525221us-gaap:RelatedPartyMember2024-09-300001525221us-gaap:RelatedPartyMember2023-12-310001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMember2024-09-300001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMember2023-12-310001525221vtol:UKSARDebtMemberus-gaap:SecuredDebtMember2024-09-300001525221vtol:UKSARDebtMemberus-gaap:SecuredDebtMember2023-12-310001525221vtol:IRCGDebtMemberus-gaap:SecuredDebtMember2024-09-300001525221vtol:IRCGDebtMemberus-gaap:SecuredDebtMember2023-12-310001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMember2021-02-280001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:SeniorNotesMember2021-02-012021-02-280001525221vtol:UKSARDebtMemberus-gaap:SecuredDebtMember2023-01-012023-01-310001525221vtol:UKSARDebtMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-01-310001525221vtol:UKSARDebtMember2023-01-012023-01-310001525221vtol:UKSARDebtMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-01-310001525221vtol:UKSARDebtMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-01-012024-01-310001525221vtol:UKSARDebtMember2024-01-012024-01-310001525221vtol:UKSARDebtMemberus-gaap:SecuredDebtMember2024-01-012024-01-310001525221vtol:UKSARDebtMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-01-012024-09-300001525221vtol:UKSARDebtMemberus-gaap:SecuredDebtMember2024-01-012024-09-300001525221vtol:UKSARDebtMemberus-gaap:SecuredDebtMember2023-01-012023-09-300001525221vtol:IRCGDebtMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-06-300001525221vtol:IRCGDebtMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-06-012024-06-300001525221vtol:IRCGDebtMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMembersrt:MinimumMember2024-06-012024-06-300001525221vtol:IRCGDebtMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMembersrt:MaximumMember2024-06-012024-06-300001525221vtol:IRCGDebtMember2024-06-012024-06-300001525221vtol:IRCGDebtMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-01-012024-09-300001525221vtol:IRCGDebtMember2024-09-300001525221vtol:AssetBackedRevolvingCreditFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-09-300001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMember2024-09-300001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2024-09-300001525221us-gaap:FairValueInputsLevel1Membervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SeniorNotesMember2024-09-300001525221us-gaap:FairValueInputsLevel2Membervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SeniorNotesMember2024-09-300001525221us-gaap:FairValueInputsLevel3Membervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SeniorNotesMember2024-09-300001525221vtol:UKSARDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMember2024-09-300001525221us-gaap:FairValueInputsLevel1Membervtol:UKSARDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2024-09-300001525221us-gaap:FairValueInputsLevel2Membervtol:UKSARDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2024-09-300001525221us-gaap:FairValueInputsLevel3Membervtol:UKSARDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2024-09-300001525221vtol:IRCGDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMember2024-09-300001525221us-gaap:FairValueInputsLevel1Membervtol:IRCGDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2024-09-300001525221us-gaap:FairValueInputsLevel2Membervtol:IRCGDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2024-09-300001525221us-gaap:FairValueInputsLevel3Membervtol:IRCGDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2024-09-300001525221us-gaap:CarryingReportedAmountFairValueDisclosureMember2024-09-300001525221us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300001525221us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300001525221us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300001525221vtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2023-12-310001525221us-gaap:FairValueInputsLevel1Membervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SeniorNotesMember2023-12-310001525221us-gaap:FairValueInputsLevel2Membervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SeniorNotesMember2023-12-310001525221us-gaap:FairValueInputsLevel3Membervtol:SixPointEightSevenFivePercentSeniorNotesDueMarchTwentyTwentyEightMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SeniorNotesMember2023-12-310001525221vtol:UKSARDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMember2023-12-310001525221us-gaap:FairValueInputsLevel1Membervtol:UKSARDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2023-12-310001525221us-gaap:FairValueInputsLevel2Membervtol:UKSARDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2023-12-310001525221us-gaap:FairValueInputsLevel3Membervtol:UKSARDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2023-12-310001525221us-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001525221us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001525221us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001525221us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001525221us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-01-012024-09-300001525221us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-09-300001525221us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001525221us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-09-300001525221us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001525221vtol:AircraftMember2024-09-300001525221vtol:Aw189HeavyHelicoptersMember2024-09-300001525221vtol:AW139MediumHelicoptersMember2024-09-300001525221vtol:Aw169LightTwinHelicoptersMember2024-09-300001525221vtol:H135LightTwinHelicoptersMember2024-09-300001525221us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001525221us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-310001525221us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-310001525221us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-03-310001525221us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-01-012024-03-310001525221us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-03-310001525221us-gaap:AccumulatedTranslationAdjustmentMember2024-03-310001525221us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-03-310001525221us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-03-310001525221us-gaap:AccumulatedTranslationAdjustmentMember2024-04-012024-06-300001525221us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-04-012024-06-300001525221us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-04-012024-06-300001525221us-gaap:AccumulatedTranslationAdjustmentMember2024-06-300001525221us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-06-300001525221us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-06-300001525221us-gaap:AccumulatedTranslationAdjustmentMember2024-07-012024-09-300001525221us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-07-012024-09-300001525221us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-07-012024-09-300001525221us-gaap:AccumulatedTranslationAdjustmentMember2024-09-300001525221us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-09-300001525221us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-09-300001525221srt:EuropeMembersrt:ReportableGeographicalComponentsMember2024-07-012024-09-300001525221srt:EuropeMembersrt:ReportableGeographicalComponentsMember2023-07-012023-09-300001525221srt:EuropeMembersrt:ReportableGeographicalComponentsMember2024-01-012024-09-300001525221srt:EuropeMembersrt:ReportableGeographicalComponentsMember2023-01-012023-09-300001525221srt:AmericasMembersrt:ReportableGeographicalComponentsMember2024-07-012024-09-300001525221srt:AmericasMembersrt:ReportableGeographicalComponentsMember2023-07-012023-09-300001525221srt:AmericasMembersrt:ReportableGeographicalComponentsMember2024-01-012024-09-300001525221srt:AmericasMembersrt:ReportableGeographicalComponentsMember2023-01-012023-09-300001525221srt:AfricaMembersrt:ReportableGeographicalComponentsMember2024-07-012024-09-300001525221srt:AfricaMembersrt:ReportableGeographicalComponentsMember2023-07-012023-09-300001525221srt:AfricaMembersrt:ReportableGeographicalComponentsMember2024-01-012024-09-300001525221srt:AfricaMembersrt:ReportableGeographicalComponentsMember2023-01-012023-09-300001525221srt:AsiaPacificMembersrt:ReportableGeographicalComponentsMember2024-07-012024-09-300001525221srt:AsiaPacificMembersrt:ReportableGeographicalComponentsMember2023-07-012023-09-300001525221srt:AsiaPacificMembersrt:ReportableGeographicalComponentsMember2024-01-012024-09-300001525221srt:AsiaPacificMembersrt:ReportableGeographicalComponentsMember2023-01-012023-09-300001525221us-gaap:CorporateNonSegmentMember2024-07-012024-09-300001525221us-gaap:CorporateNonSegmentMember2023-07-012023-09-300001525221us-gaap:CorporateNonSegmentMember2024-01-012024-09-300001525221us-gaap:CorporateNonSegmentMember2023-01-012023-09-30

 ________________________________________

________________________________________ 

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 the 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 November 1, 2024 was 28,628. 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, 2024 and 2023, has been prepared by the Company in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from that which would appear in the annual consolidated financial statements. The condensed consolidated financial statements on this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 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.

Reclassification — Certain amounts reported for prior periods in the consolidated financial statements have been reclassified to conform with the current period’s presentation.

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 results of operations.

In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU applies to all public entities that are required to report segment information in accordance with Topic 280 and requires the disclosure of significant segment expenses on an annual and interim basis, incremental disclosures of measures of segment profit or loss and the identification of the Company’s chief operating decision maker. This standard will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the potential impact of the adoption of this ASU on its consolidated financial statements.

The Company’s customers are primarily major integrated, national and independent offshore energy companies and government agencies. The Company derives its revenues primarily from aviation services generated through two types of contracts: helicopter services contracts and fixed wing services contracts. Revenues are generally recognized when the Company satisfies its performance obligations by providing aviation services to its customers in exchange for consideration.

The following table sets forth the disaggregation of operating revenues by service line for the applicable periods (in thousands):

As of September 30, 2024, the Company had a deferred revenue balance of $20.0 million compared to the December 31, 2023 balance of $20.3 million. Deferred revenues are primarily generated by fixed wing services where customers pay for tickets in advance of receiving the Company’s services, advanced payments from helicopter services customers, and mobilization fees received from customers in connection with new contract commencements. During the nine months ended September 30, 2024 and 2023, revenues recognized that had previously been deferred were $12.1 million and $9.3 million, respectively.

The Company owns a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“Cougar”), an aviation services provider in Canada. The remaining 75% voting interest and 60% economic interest in Cougar are owned by VIH Aviation Group Ltd. (“VIH”). Due to common ownership of Cougar, the Company considers VIH a related party.

The Company and VIH lease certain aircraft and facilities and from time to time purchase inventory from one another. During the three months ended September 30, 2024 and 2023, the Company made payments of $1.0 million and $1.1 million to its related parties, respectively, and also generated total revenues of $6.8 million and $11.5 million from its related parties, respectively. During the nine months ended September 30, 2024 and 2023, the Company made payments of $3.2 million and $4.1 million to its related parties, respectively, and also generated total revenues of $24.0 million and $25.3 million from its related parties, respectively. 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, 2024 and December 31, 2023, accounts receivable from related parties included in accounts receivable on the condensed consolidated balance sheets were $3.1 million and $1.2 million, respectively.

Debt as of September 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the Company had $4.7 million and $5.8 million, respectively, of unamortized deferred financing fees associated with the 6.875% Senior Notes.

UKSAR Debt — In January 2023, the Company entered into two thirteen-year secured equipment financings for an aggregate amount of up to £145 million with National Westminster Bank Plc as arranger, agent and security trustee (“UKSAR Debt”, formerly known as “NatWest Debt”). The credit facilities bear interest at a rate equal to the Sterling Overnight Index Average (“SONIA”) plus 2.75% per annum and mature in March 2036, with repayment due in quarterly installments.

In January 2024, the Company entered into a long-term equipment financing to upsize the UKSAR Debt by an aggregate amount of up to £55 million. The upsizing is being used to support the Company’s capital commitments related to the Second-Generation UK Search and Rescue (“UKSAR2G”) contract. The credit facility has a 15-month availability period and will continue to fund through 2024, subject to delivery of the new search and rescue (“SAR”) configured helicopters. The credit facility bears interest at a rate equal to SONIA plus 2.75% per annum. Bristow's obligations under the additional UKSAR Debt will be secured by four new Leonardo S.p.A AW139 SAR configured helicopters. As of September 30, 2024, the Company had drawn approximately $32.7 million (£26.1 million) under this facility.

During the nine months ended September 30, 2024 and 2023, the Company made principal payments of $11.5 million and $9.7 million, respectively. As of September 30, 2024 and December 31, 2023, the Company had unamortized deferred financing fees, inclusive of amounts related to the upsizing, associated with the UKSAR Debt of $9.8 million and $8.4 million, respectively.

IRCG Debt — In June 2024, the Company entered into a long-term equipment financing for an aggregate amount of up to €100.0 million with National Westminster Bank Plc as the original lender and UK Export Finance guaranteeing 80% of the facility (“IRCG Debt”, formerly known as “UKEF Debt”). The financing is being used, among other items, to support the Company’s acquisition of five new AW189 aircraft to fulfill contractual obligations with the Irish Department of Transport to provide SAR services to the Irish Coast Guard (“IRCG”). The credit facility has an availability period of up to two years followed by a five-year term.

The IRCG Debt bears interest at a rate equal to the Euro Interbank Offered Rate (“EURIBOR”) plus 1.95% per annum with repayments due in semi-annual installments following the end of the availability period. As of September 30, 2024, the Company had drawn approximately $49.6 million (€46.0 million) and had $1.6 million of unamortized deferred financing fees associated with the IRCG Debt.

ABL Facility — The Company’s asset-backed revolving credit facility (the “ABL Facility”) provides that 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 (“BHL”), Bristow U.S. LLC and Era Helicopters, LLC. As of September 30, 2024, 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, 2024, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the nine months ended September 30, 2024. Letters of credit issued under the ABL Facility in the aggregate face amount of $8.7 million were outstanding as of September 30, 2024.

Authoritative guidance on fair value measurements provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). 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.

The Company’s debt was measured at fair value using Level 2 inputs based on estimated current rates for similar types of arrangements using discounted cash flow analysis. 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 were as follows (in thousands):

			Carrying Amount						Level 1						Level 2						Level 3
September 30, 2024
LIABILITIES
6.875% Senior Notes(1)			$	395,251					$	—					$	394,794					$	—
UKSAR Debt(2)			184,014						—						190,947						—
IRCG Debt(3)			49,801						—						51,198						—
			$	629,066					$	—					$	636,939					$	—
December 31, 2023
LIABILITIES
6.875% Senior Notes(1)			$	394,184					$	—					$	383,068					$	—
UKSAR Debt(2)			153,886						—						162,467						—
			$	548,070					$	—					$	545,535					$	—

___________________ 

(1)As of September 30, 2024 and December 31, 2023, the carrying values of unamortized deferred financing fees related to the 6.875% Senior Notes were $4.7 million and $5.8 million, respectively.

(2)As of September 30, 2024 and December 31, 2023, the carrying values of unamortized deferred financing fees related to the UKSAR Debt were $9.8 million and $8.4 million, respectively.

(3)As of September 30, 2024, the carrying value of unamortized deferred financing fees related to the IRCG Debt was $1.6 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. 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.

These foreign exchange hedge contracts, carried at fair value, have maturities of up to approximately 15 months. As of September 30, 2024 and December 31, 2023, total notional amounts of outstanding cash flow hedges were $113.1 million and $254.7 million, respectively. As of September 30, 2024, the estimated net amount of losses expected to be reclassified from accumulated other comprehensive income into earnings within the next 12 months is $1.6 million. For the nine months ended September 30, 2024, there were no net gains or losses recognized in earnings relating to hedges of forecasted transactions that did not occur.

The Company’s derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy. The fair value of the Company’s derivatives is based on valuation methods which project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves and foreign currency rates. The fair value of derivative instruments on the Company’s Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 were as follows, presented on a gross basis (in thousands):

Fleet — The Company’s unfunded capital commitments as of September 30, 2024 consisted primarily of agreements to purchase helicopters and totaled $289.3 million, payable beginning in 2024.

Included in these commitments are orders to purchase ten AW189 heavy helicopters, three AW139 medium helicopters, five AW169 light twin helicopters and five H135 light twin helicopters. The AW189 helicopters are scheduled to be delivered between 2024 and 2026; the 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 10 additional AW189 helicopters and 10 additional H135 helicopters. If these options are exercised, the AW189 helicopters would be scheduled for delivery between 2026 and 2028, 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 $35.2 million of its unfunded capital commitments 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, 2024 and 2023, the Company recorded an income tax expense of $8.4 million, resulting in an effective tax rate of 22.9%, and income tax expense of $22.6 million, resulting in an effective tax rate of 83.9%, respectively. During the nine months ended September 30, 2024 and 2023, the Company recorded an income tax expense of $20.1 million, resulting in an effective tax rate of 24.2%, and income tax expense of $3.3 million, resulting in an effective tax rate of 73.8%, respectively.

The effective tax rate during the nine months ended September 30, 2024 was impacted by the Company’s global mix of earnings in the current year, adjustments to valuation allowances against future realization of losses and deductible business interest expense, partially offset by the recognition of certain deferred tax assets. The effective tax rate during the nine months ended September 30, 2023 was 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 following table shows the changes in balances for accumulated other comprehensive income (loss), net of tax (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,
			2024						2023						2024						2023
Income (loss):
Net income attributable to Bristow Group Inc.			$	28,242					$	4,317					$	63,004					$	1,158
Shares of common stock:
Weighted average shares of common stock outstanding – basic			28,620						28,217						28,477						28,088
Net effect of dilutive stock			1,099						742						998						654
Weighted average shares of common stock outstanding – diluted(1)			29,719						28,959						29,475						28,742
Earnings per common share - basic			$	0.99					$	0.15					$	2.21					$	0.04
Earnings per common share - diluted			$	0.95					$	0.15					$	2.14					$	0.04

__________________

(1)Excludes weighted average shares of common stock of 20,000 and 1,181,738 for the three months ended September 30, 2024 and 2023, respectively, and 20,000 and 1,293,579 for the nine months ended September 30, 2024 and 2023, 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 United Kingdom (“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 Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2024 (the “Annual Report on Form 10-K”). 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” and “Preceding Quarter” refer to the three months ended September 30, 2024 and June 30, 2024, respectively, and “Current Year” and “Prior Year” refer to the nine months ended September 30, 2024 and 2023, respectively.

This Quarterly Report on Form 10-Q 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 (the “Exchange Act”). 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:

•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;

•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;

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

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

•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;

•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;

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

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

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

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

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

•labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements;

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

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

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

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

•general economic conditions, including interest rates or uncertainty in the capital and credit markets;

•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; and

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

The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. All forward-looking statements in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and are only made as of the date of this Quarterly Report on Form 10-Q. The forward-looking statements in this Quarterly Report on Form 10-Q should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Annual Report on Form 10-K, Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q and Part II, Item 1A, “Risk Factors” of 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, 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, the Kingdom of Saudi Arabia, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the UK and the 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 Part I, Item 1, “Business” of our Annual Report on Form 10-K for further discussion on seasonality.

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 or under construction and the percentage of operating revenues each of our regions provided for the three months ended September 30, 2024:

			Percentage of Current Quarter Operating Revenues						Helicopters																								Fixed Wing						UAS
									Heavy						Medium						Light Twin						Light Single																		Total
Europe			51		%				61						3						—						3						—						4						71
Americas			28		%				21						53						11						25						—						—						110
Africa			13		%				4						11						3						—						1						—						19
Asia Pacific			8		%				—						1						—						—						12						—						13
Total			100		%				86						68						14						28						13						4						213
Aircraft not currently in fleet:
Under construction(1)									8						6						5						—						—						—						19
On order(2)									4						—						5						—						—						—						9
Options(3)									10						—						10						—						—						—						20

______________________

(1)Under construction reflects new aircraft that the Company has either taken ownership of and are undergoing additional configuration before being put into service or are currently under construction by the Original Equipment Manufacturer (“OEM”) and pending delivery. Includes eight AW189 heavy helicopters (of which two were delivered and are undergoing additional configuration), six AW139 medium helicopters (of which three were delivered and are undergoing additional configuration) and five H135 light-twin helicopters.

(2)On order reflects aircraft that the Company has commitments to purchase but construction has not yet begun. Includes four AW189 heavy helicopters and five AW169 light-twin helicopters.

(3)Options include 10 AW189 heavy helicopters and 10 H135 light-twin helicopters.

As of September 30, 2024, the aircraft in our fleet were as follows:

			Number of Aircraft
Type			Owned Aircraft(1)						Leased Aircraft																								Total Aircraft						Max Pass. Capacity						Avg Age (yrs)(2)
Heavy Helicopters:
S92			36						29																								65						19						15
AW189			17						4																								21						16						8
			53						33																								86
Medium Helicopters:
AW139			48						4																								52						12						13
S76 D/C++			15						—																								15						12						13
AS365			1						—																								1						12						35
			64						4																								68
Light—Twin Engine Helicopters:
AW109			4						—																								4						7						17
EC135			9						1																								10						6						15
			13						1																								14
Light—Single Engine Helicopters:
AS350			15						—																								15						4						26
AW119			13						—																								13						7						18
			28						—																								28
Total Helicopters			158						38																								196												15
Fixed Wing			9						4																								13
Unmanned Aerial Systems (“UAS”)			4						—																								4
Total Fleet			171						42																								213

______________________

(1)Does not include certain aircraft shown in the under construction line in the fleet table. Upon completion of additional configuration, the newly delivered aircraft will appear in the fleet table above when put into service.

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

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