10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 ________________________________________

FORM 10-Q

________________________________________ 

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	June 30, 2021

OR

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

	Commission File Number	001-35701
Bristow Group Inc.
(Exact name of registrant as specified in its charter)

Delaware		72-1455213
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)
3151 Briarpark Drive, Suite 700
Houston,	Texas	77042
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(713) 267-7600

          None

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VTOL	NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑ No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
☐	☑	☐	☐	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☑

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ☑    No  ☐

The total number of shares of common stock, par value $0.01 per share, outstanding as of July 30, 2021 was 28,259,295. The Registrant has no other class of common stock outstanding.

BRISTOW GROUP INC.

INDEX

PART I. Financial Information			1
	Item 1.	Financial Statements (Unaudited)	1
		Condensed Consolidated Statements of Operations	1
		Condensed Consolidated Statements of Comprehensive Income (Loss)	2
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Cash Flows	4
		Condensed Consolidated Statements of Changes in Stockholders’ Equity	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
	Item 4.	Controls and Procedures	37
PART II. Other Information			38
	Item 1.	Legal Proceedings	38
	Item 1A.	Risk Factors	38
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities	38
	Item 3.	Defaults Upon Senior Securities	38
	Item 4.	Mine Safety Disclosures	38
	Item 5.	Other Information	38
	Item 6.	Exhibits	39
		Signatures	40

PART I — FINANCIAL INFORMATION 

Item 1.     Financial Statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended June 30,
	2021		2020
Revenues:
Operating revenues	$	288,351	$	261,508
Reimbursable revenues	12,251		8,685
Total revenues	300,602		270,193
Costs and expenses:
Operating expenses	214,503		187,555
Reimbursable expenses	12,114		8,648
General and administrative expenses	37,483		35,394
Merger-related costs	1,735		17,418
Restructuring costs	851		3,012
Depreciation and amortization	23,195		16,356
Total costs and expenses	289,881		268,383
Loss on impairment	(21,934)		(19,233)
Gain on disposal of assets	499		5,522
Losses from unconsolidated affiliates, net	(1,517)		(1,978)
Operating loss	(12,231)		(13,879)
Interest income	66		262
Interest expense	(10,624)		(12,504)
Loss on extinguishment of debt	—		(615)
Reorganization items, net	(446)		—
Loss on sale of subsidiaries	(2,002)		—
Change in fair value of preferred stock derivative liability	—		15,416
Gain on bargain purchase	—		75,433
Other, net	6,184		4,001
Total other income (expense), net	(6,822)		81,993
Income (loss) before income taxes	(19,053)		68,114
Benefit for income taxes	4,842		3,290
Net income (loss)	(14,211)		71,404
Net loss attributable to noncontrolling interests	14		73
Net income (loss) attributable to Bristow Group	$	(14,197)	$	71,477
Income (loss) per common share(1):
Basic	$	(0.50)	$	18.41
Diluted	$	(0.50)	$	5.16
Weighted average common shares outstanding(1):
Basic	28,669,417		11,102,611
Diluted	28,669,417		38,988,528

(1) See Note 9 to the condensed consolidated financial statements for details on prior year income (loss) per share and weighted average common shares outstanding.

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

1

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, in thousands)

	Three Months Ended June 30,
	2021		2020
Net income (loss)	$	(14,211)	$	71,404
Other comprehensive income (loss):
Currency translation adjustments	1,272		3,159
Pension liability adjustment, net	(48)		—
Unrealized gain (loss) on cash flow hedges, net	942		(881)
Total comprehensive income (loss)	(12,045)		73,682
Net comprehensive loss attributable to noncontrolling interests	14		73
Total comprehensive income (loss) attributable to Bristow Group Inc.	$	(12,031)	$	73,755

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

2

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except share amounts)

	June 30, 2021		March 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	244,696	$	228,010
Restricted cash	3,978		3,069
Accounts receivable, net of allowance for doubtful accounts of $2,200 and $2,300 as of June 30 and March 31, 2021, respectively	198,144		215,620
Inventories	92,894		92,180
Assets held for sale	7,432		14,750
Prepaid expenses and other current assets	30,251		32,119
Total current assets	577,395		585,748
Property and equipment	1,082,116		1,090,094
Accumulated depreciation and amortization	(107,459)		(85,535)
Property and equipment, net	974,657		1,004,559
Investment in unconsolidated affiliates	19,416		37,530
Right-of-use assets	226,970		246,667
Other assets	115,215		117,766
Total assets	$	1,913,653	$	1,992,270
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	63,844	$	69,542
Accrued wages, benefits and related taxes	43,052		58,595
Income taxes payable and other accrued taxes	18,580		19,972
Deferred revenue	14,436		13,598
Accrued maintenance and repairs	27,610		26,907
Current portion of operating lease liabilities	73,755		77,909
Accrued interest and other accrued liabilities	36,606		22,632
Short-term borrowings and current maturities of long-term debt	16,043		15,965
Total current liabilities	293,926		305,120
Long-term debt, less current maturities	525,571		527,528
Accrued pension liabilities	39,302		44,150
Other liabilities and deferred credits	6,637		6,681
Deferred taxes	33,801		42,430
Long-term operating lease liabilities	152,258		167,718
Total liabilities	$	1,051,495	$	1,093,627
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests	—		1,572
Stockholders’ equity:
Common stock, $0.01 par value, 110,000,000 authorized; 28,806,355 and 29,694,071 outstanding as of June 30 and March 31, 2021, respectively	303		303
Additional paid-in capital	690,041		687,715
Retained earnings	212,814		227,011
Treasury shares, at cost; 1,403,267 and 466,700 shares as of June 30 and March 31, 2021, respectively	(35,700)		(10,501)
Accumulated other comprehensive loss	(4,749)		(6,915)
Total Bristow Group Inc. stockholders’ equity	862,709		897,613
Noncontrolling interests	(551)		(542)
Total stockholders’ equity	862,158		897,071
Total liabilities and stockholders’ equity	$	1,913,653	$	1,992,270

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

3

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	Three Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net income (loss)	$	(14,211)	$	71,404
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	26,248		21,493
Deferred income taxes	(7,754)		(6,382)
Loss from extinguishment of debt	—		615
Amortization of deferred financing fees	309		—
Discount amortization on long-term debt	2,050		3,619
Gain on disposal of assets	(499)		(5,522)
Loss on impairment	21,934		19,233
Loss on sale of subsidiaries	2,002		—
Gain on bargain purchase	—		(75,433)
Change in fair value of preferred stock derivative liability	—		(15,416)
Stock-based compensation	2,326		5,185
Equity in earnings from unconsolidated affiliates less than     (greater than) dividends received	1,517		3,632
Increase (decrease) in cash resulting from changes in:
Accounts receivable	17,027		10,465
Inventory, prepaid expenses and other assets	(516)		(12,502)
Accounts payable, accrued expenses and other liabilities	(13,992)		(27,257)
Net cash provided by (used in) operating activities	36,441		(6,866)
Cash flows from investing activities:
Capital expenditures	(2,968)		(2,849)
Proceeds from asset dispositions	10,621		11,665
Deposits on assets held for sale	—		20,000
Cash transferred in sale of subsidiaries, net of cash received	(851)		—
Increase in cash from Era merger	—		120,236
Net cash provided by investing activities	6,802		149,052
Cash flows from financing activities:
Debt issuance costs	(1,895)		—
Repayment of debt and debt redemption premiums	(4,002)		(73,387)
Purchase of treasury shares	(21,793)		—
Old Bristow share repurchases	—		(4,807)
Net cash used in financing activities	(27,690)		(78,194)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2,042		302
Net increase in cash, cash equivalents and restricted cash	17,595		64,294
Cash, cash equivalents and restricted cash at beginning of period	231,079		199,121
Cash, cash equivalents and restricted cash at end of period	$	248,674	$	263,415
Cash paid during the period for:
Interest	$	1,171	$	8,372
Income taxes	$	3,046	$	2,308

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

4

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(In thousands, except share amounts)

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

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

_______________________

(1) Certain shares were reclassified out of common stock issued and into un-issued.

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

5

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation and as a direct wholly owned subsidiary of Era. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Quarterly Report on Form 10-Q, references to:

•the “Company”, “Combined Company,” “Bristow”,  “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries;

•“Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and

•“Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the Combined Company) and its subsidiaries prior to consummation of the Merger.

Pursuant to the United States (“U.S.”) generally accepted accounting principles (“GAAP”), the Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and remained the ultimate parent of the Combined Company. As a result, upon the closing of the Merger, Old Bristow’s historical financial statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements since June 12, 2020. Any reference to comparative period disclosures in the Quarterly Report on Form 10-Q refers to Old Bristow.

The Company’s fiscal year ends March 31, and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 2022 is referred to as “fiscal year 2022”.

The condensed consolidated financial information for the three months ended June 30, 2021 and June 30, 2020 has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2021.

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

The condensed consolidated financial information found on this Quarterly Form 10-Q has not been audited by the Company’s independent registered public accounting firm.

6

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Basis of Consolidation

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

Summary of Significant Accounting Policies and Other Accounting Considerations

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

Sale of Subsidiary — During the three months ended June 30, 2021, the Company sold its 75% interest in Hauser Investments Limited (“Hauser”), which owns 100% Sicher Helicopters SAS (“Sicher”), a provider of helicopter services to Colombia’s oil and gas market. The sale resulted in a $2.0 million loss included in loss on sale of subsidiaries on the condensed consolidated statement of operations.

Investment in Unconsolidated Affiliates — The Company has a 25% economic interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry and other general aviation services in Egypt. During the three months ended June 30, 2021, upon evaluating its investment in PAS, the Company identified an indicator for impairment due to a decline in PAS’s performance. As a result, the Company performed a fair valuation of its investment in PAS using a market approach that relied on significant Level III inputs due to the nature of unobservable inputs that required significant judgment and assumptions. The market approach utilized two methods, each yielding similar valuation outcomes through the use of a multiple relevant to each method, derived from select guideline public companies, and an expected dividend rate or earnings of PAS. This resulted in a $16.0 million loss on impairment recorded during the three months ended June 30, 2021. As of June 30, 2021, the investment in PAS was $17.0 million and is included on the condensed consolidated balance sheets in investment in unconsolidated affiliates. PAS is a cost method investment.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations.

Adopted

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This standard also included guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.

Not Yet Adopted

In May 2021, the FASB issued ASU Update No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The purpose of this update is to clarify and reduce diversity in practice for the accounting of certain modifications or exchanges of equity written call options. Under the guidance, an issuer determines

7

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt, or for other reasons. The standard will be effective for the Company beginning in fiscal year 2023 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements.

Note 2 — BUSINESS COMBINATIONS

Era Group Inc.

On June 11, 2020, the combination of Old Bristow with Era was successfully completed in an all-stock transaction with Era having issued shares of common stock (“Combined Company Common Stock”) to Old Bristow’s stockholders in exchange for such holders shares of common stock in Old Bristow. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). In the Merger, Old Bristow merged with and into Merger Sub, a subsidiary of Era, with Old Bristow remaining as the surviving company and as a subsidiary of Era, the ultimate parent of the Combined Company. Era is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., primarily servicing offshore energy installations. The transaction was structured as an all-stock, reverse-triangular merger, whereby Era issued shares of Combined Company Common Stock to Old Bristow stockholders, allowing it to qualify as a tax free reorganization for U.S. federal income tax purposes. Following the Merger, Era changed its name to Bristow Group Inc., and the Combined Company Common Stock continued to trade on the NYSE under the new ticker symbol VTOL.

While Era was the legal acquirer in the Merger, Old Bristow was determined to be the accounting acquirer, based upon the terms of the Merger and other considerations including that: (i) immediately following completion of the Merger, Old Bristow stockholders owned approximately 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era common stock (“Era Common Stockholders”) owned approximately 23% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Company consisted of eight directors, including six Old Bristow designees. The Merger was accounted for under the acquisition method of accounting under ASC 805, Business Combinations. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The Company completed its assessment of the fair value of assets acquired and liabilities assumed within the required one-year period from the date of acquisition. Management recorded the acquired aircraft at an aggregate fair value of $179.9 million. Based upon the illiquid state of the secondary market, relevant and reliable market data for the Era fleet was not readily available. As a result, the Company derived the fair value of the Era fleet of aircraft from the estimated enterprise value of Era, using the discounted cash flow method of the income approach. The estimated enterprise value of Era was made using principal assumptions such as forecasted revenues and discount rate. All non-aircraft acquired assets and assumed liabilities were valued at fair value, which based upon their nature were more readily determinable. After allocating fair values to all the non-aircraft acquired assets and assumed liabilities, the remaining value was attributed to the aircraft.

The acquisition date fair value of the consideration transferred consisted of the following (in thousands):

Fair value of Combined Company Common Stock issued (1)	$	106,440
Fair value of accelerated stock awards (2)	2,067
Fair value of exchanged stock awards (3)	228
Total consideration transferred	$	108,735
Fair value of redeemable noncontrolling interest	1,501
Total fair value of Era	$	110,236

___________________________ 

(1)Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing market price of Era shares on June 11, 2020, the acquisition date.

(2)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger.

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BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

(3)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the pre-Merger vesting period.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands):

Assets acquired:
Cash and cash equivalents	$	120,236
Accounts receivable from non-affiliates	35,079
Prepaid expenses and other current assets	17,598
Inventories	8,826
Property and equipment	223,256
Right-of-use assets	8,395
Other assets	14,792
Total assets acquired	$	428,182
Liabilities assumed:
Accounts payable	$	9,686
Accrued wages, benefits and related taxes	8,319
Income taxes payable	1,791
Deferred revenue	236
Current portion of operating lease liabilities	1,711
Other accrued liabilities	18,474
Short-term borrowings and current maturities of long-term debt	17,485
Long-term debt, less current maturities	136,704
Other liabilities and deferred credits	1,404
Deferred taxes	34,198
Long-term operating lease liabilities	6,845
Total liabilities and redeemable noncontrolling interest assumed	$	236,853
Net assets acquired	$	191,329

The Merger initially resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $75.4 million; after further analysis, during the second quarter of fiscal year 2021, the Company recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to aircraft, redeemable noncontrolling interest and income taxes, resulting in an increase in bargain purchase gain of $5.7 million, for a total of $81.1 million shown as a gain on bargain purchase on the consolidated statements of operations, for the fiscal year ended March 31, 2021. The bargain purchase was a result of a combination of factors including depressed oil and gas prices and market volatility linked to the COVID-19 pandemic between the initial announcement and consummation of the Merger.

Specifically, the Era share price declined from $8.59 to $5.16 between the last trading day prior to the announcement of the Merger and the date the Merger closed. The aggregate Merger consideration was based on an exchange ratio that was fixed and did not fluctuate in the event that the value of Old Bristow’s common stock increased or Era’s common stock decreased, between the date of entry into the Merger agreement and consummation of the Merger.

9

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended June 30, 2021, as though the Merger had occurred on November 1, 2019, the effective date of Old Bristow’s emergence from the Chapter 11 Cases. The unaudited pro forma financial information is as follows (in thousands)(1):

	Three Months Ended June 30, 2020
Total revenues	$	305,390
Net income	$	18,547
Net income attributable to Bristow Group Inc.	$	18,642

____________________

(1)As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred in August 2020. The Company recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from the pro forma combined Net income and Net income attributable to Bristow Group Inc. for the three months ended June 30, 2020, due to its nonrecurring nature.

Note 3 — PROPERTY AND EQUIPMENT

Property and Equipment Acquisitions

The Company made capital expenditures as follows (in thousands):

	Three Months Ended June 30,
	2021		2020
Capital expenditures:
Aircraft and equipment	$	2,250	$	2,757
Land and buildings	718		92
Total capital expenditures	$	2,968	$	2,849

Property and Equipment Dispositions

The following table presents details on the aircraft sold or disposed of (in thousands, except for number of aircraft):

	Three Months Ended June 30,
	2021		2020
Number of aircraft sold or disposed of	3		1
Proceeds from sale or disposal of assets	$	10,621	$	11,665
Deposits on assets held for sale	$	—	$	20,000
Gain on disposal of assets	$	499	$	5,522

During the three months ended June 30, 2021, the Company recognized a $5.9 million loss on impairment in connection with certain aircraft held for sale to reflect the aircraft at expected sales values.

10

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 4 — REVENUES

Revenue Recognition

The Company derives its revenues primarily from oil and gas flight services, government services and fixed wing services. A majority of the Company’s revenue is generated through two types of contracts: helicopter services, which includes oil and gas, government and other services, and fixed wing services. Revenue is recognized when control of the identified distinct goods or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance obligations and the Company has determined that collection has occurred or is probable of occurring.

The Company determines revenue recognition by applying the following steps:

1.Identify the contract with a customer;

2.Identify the performance obligations in the contract;

3.Determine the transaction price;

4.Allocate the transaction price to the performance obligations; and

5.Recognize revenue as the performance obligations are satisfied.

Operating revenue from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers. Fixed-term contracts typically have original terms of one to five years, subject to provisions permitting early termination by customers. Customers are typically invoiced on a monthly basis with payment terms of 30-60 days.

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

	Three Months Ended June 30,
	2021		2020
Revenues from contracts with customers	$	292,598	$	259,405
Total other revenues	8,004		10,788
Total revenues	300,602		270,193

Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a Government services line of service which includes revenues from U.K. SAR, the U.S. Bureau of Safety and Environmental Enforcement (“BSEE”), and other government contracts. In addition, our Other activities and services (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region in the Current Quarter. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s current lines of service.

11

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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

	Three Months Ended June 30,
	2021		2020
Oil and gas services	$	189,596	$	191,937
Government services(1)	70,436		54,611
Fixed wing services	24,654		11,559
Other services(2)	3,665		3,401
Total operating revenues	$	288,351	$	261,508

____________________ 

(1)Includes revenues of approximately $2.0 million related to government services that were previously included in the oil and gas and other service lines for the three months ended June 30, 2020.

(2)Includes Asia Pacific and certain Europe revenues of approximately $3.5 million that were previously included in the oil and gas service line for the three months ended June 30, 2020.

Contract Assets, Liabilities and Receivables

The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services.

As of June 30 and March 31, 2021, receivables related to services performed under contracts with customers were $160.5 million and $167.3 million, respectively. During the three months ended June 30, 2021, the Company recognized $4.4 million of revenues from outstanding contract liabilities. Contract liabilities related to services performed under contracts with customers were $14.4 million and $13.3 million as of June 30, 2021 and March 31, 2021, respectively. Contract liabilities are primarily generated by fixed wing services where customers pay for tickets in advance of receiving the Company’s services and advanced payments from helicopter services customers. There were no contract assets as of June 30 and March 31, 2021.

Remaining Performance Obligations

Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands):

	Remaining Performance Obligations
	Nine Months Ending March 31, 2022		Fiscal Year Ending March 31,								Total
			2023		2024		2025		2026 and thereafter
Outstanding Service Revenue:
Helicopter contracts	$	305,307	$	232,564	$	192,086	$	159,288	130,461		$	1,019,706
Fixed wing contracts	752		—		—		—		—		752
Total remaining performance obligation revenue	$	306,059	$	232,564	$	192,086	$	159,288	$	130,461	$	1,020,458

Although substantially all of the Company’s revenue is derived under contract, due to the nature of the business, the Company does not have significant remaining performance obligations as its contracts typically include unilateral termination clauses that allow its customers to terminate existing contracts with a notice period of 30 to 365 days. The table above includes

12

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties have been excluded. As such, the Company’s actual remaining performance obligation revenue is expected to be greater than what is reflected in the table above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated.

Note 5 — DEBT

Debt as of June 30 and March 31, 2021, consisted of the following (in thousands):

	June 30, 2021		March 31, 2021
6.875% Senior Notes	391,466		391,550
Lombard Debt	144,802		146,006
Airnorth Debt	5,073		5,631
Humberside Debt	273		306
Total debt	541,614		543,493
Less short-term borrowings and current maturities of long-term debt	(16,043)		(15,965)
Total long-term debt	$	525,571	$	527,528

6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year, with the first payment starting on September 1, 2021. The 6.875% Senior Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event or specified asset sale, the Company may be required to repurchase the outstanding balance of the 6.875% Senior Notes As of June 30, 2021, the Company had $8.5 million of unamortized debt issuance costs associated with the 6.875% Senior Notes.

Lombard Debt — During the three months ended June 30, 2021, the Company made $3.3 million in principal payments on the Lombard debt.

ABL Facility — The Company’s asset-backed revolving credit facility (as amended or modified, the “ABL Facility”) matures in April 2023, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are (i) secured by certain accounts receivable owing to the borrower subsidiaries, Bristow Helicopters Limited, Bristow Norway AS, Bristow U.S. LLC and Era Helicopters, LLC (collectively, the “ABL Borrowers”), and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) fully and unconditionally guaranteed as to payment by the Company, as parent guarantor, and each of the ABL Borrowers. The ABL Facility currently provides for commitments in an aggregate amount of $85.0 million, which amount includes a “last in, last out” tranche of revolving loan commitments available to the ABL Borrowers in an aggregate amount not to exceed $5.0 million. The Company retains the ability under the ABL Facility to increase the total commitments up to a maximum aggregate amount of $115.0 million, subject to the terms and conditions therein.

As of June 30, 2021, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the three months ended June 30, 2021. Letters of credit issued under the ABL Facility in the aggregate face amount of $21.3 million were outstanding on June 30, 2021.

13

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

LIBOR Transition — In 2020, a number of regulators in conjunction with the FASB and the U.S. Federal Reserve announced their intention to begin the suspension and replacement of the use of LIBOR starting towards the end of calendar year 2021 with a complete phase-out to be undertaken by June 2023. The effects of this transition from LIBOR to an alternative reference rate may impact the Company’s current indebtedness that is tied to LIBOR, in addition to the potential overall financial market disruption as a result of this phase-out. The Company is currently evaluating the potential effects of this announcement on its underlying debt, but it does not expect the impact to be material.

Note 6 — FAIR VALUE DISCLOSURES

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. The fair values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items.

Assets and liabilities subject to fair value measurement are categorized into one of three different levels depending on the observability of the inputs employed in the measurement, as follows:

•Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2 – inputs that reflect quoted prices for identical assets or liabilities in markets which are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•Level 3 – unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

Fair Value of Debt

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

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

	Carrying Amount		Level 1		Level 2		Level 3
June 30, 2021
LIABILITIES
6.875% Senior Notes(1)	$	391,466	$	—	$	411,361	$	—
Lombard Debt	144,802		—		151,765		—
Airnorth Debt	5,073		—		4,950		—
Humberside Debt	273		—		273		—
	$	541,614	$	—	$	568,349	$	—
March 31, 2021
LIABILITIES
6.875% Senior Notes(1)	$	391,550	$	—	$	398,870	$	—
Lombard Debt	146,006		—		155,270		—
Airnorth Debt	5,631		—		5,656		—
Humberside Debt	306		—		306		—
	$	543,493	$	—	$	560,102	$	—

_________________ 

(1)The carrying value of the 6.875% Senior Notes is net of unamortized debt issuance costs of $8.5 million.

14

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

The carrying values are net of unamortized discount as follows (in thousands):

	June 30, 2021		March 31, 2021
Lombard Debt	19,566		21,495
Airnorth Debt	103		154
Total unamortized debt discount	$	19,669	$	21,649

Old Bristow Preferred Stock Embedded Derivative

The fair value of Old Bristow’s preferred stock embedded derivative was estimated on the pre-merger basis, using the income approach, namely a “with” and “without” analysis. The difference between the value of Old Bristow’s preferred stock in the “with” and “without” analyses represented the value of the embedded derivative. Old Bristow was private on the pre-merger basis and hence, the Old Bristow preferred stock value was estimated based on the expected exchange ratio upon the merger. As there was no trading price or any directly observable market information for the embedded derivative itself or Old Bristow’s preferred stock price the fair value of the embedded derivative represents a model value. Due to these facts and circumstances, the fair value of Old Bristow’s Preferred Stock embedded derivative was derived from Level 3 inputs, due to the nature of unobservable inputs that required significant estimates, judgments and assumptions.

Changes in the fair value of the New Preferred Stock derivative liability, carried at fair value, were reported as change in fair value of the preferred stock derivative liability in the condensed consolidated statements of operations. During the three months ended June 30, 2020, the Company recognized non-cash gain of approximately $15.4 million due to an increase in the preferred stock derivative liability related to the embedded derivative in the New Preferred Stock.

The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the three months ended June 30, 2020:

	Significant Unobservable Inputs (Level 3)
Derivative financial instruments:	(in thousands)
March 31, 2020	$	286,182
Change in fair value	(15,416)
Preferred stock shares conversion	(266,846)
Share repurchases	(3,920)
June 30, 2020	$	—

On June 11, 2020, immediately before the Merger was executed, Old Bristow exercised its call right on the preferred stock, allowing Old Bristow to repurchase the shares upon a Fundamental Transaction (which included a merger or consolidation). Upon exercise of the call right, Old Bristow issued 5.17962 shares of Old Bristow’s common stock to the remaining holders of the Preferred Stock for each share of Preferred Stock held. The Old Bristow preferred stock was converted into Old Bristow common stock immediately prior to consummation of the Merger. For further discussion, see Note 7 in the Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

15

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 7 — COMMITMENTS AND CONTINGENCIES

Fleet — The Company’s unfunded capital commitments as of June 30, 2021 consisted primarily of agreements to purchase helicopters and totaled $86.0 million, payable beginning in fiscal year 2022. The Company also had $1.3 million of deposits paid on options not yet exercised. All of the Company’s capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately $2.1 million.

Included in these commitments are orders to purchase three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2022. Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company had outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal years 2022 and 2023. The Company may, from time to time, purchase aircraft for which it has no orders.

Other Purchase Obligations — As of June 30, 2021, the Company had $21.1 million of other purchase obligations representing non-cancelable power-by-the-hour (“PBH”) maintenance commitments and unfilled purchase orders for aircraft parts.

General Litigation and Disputes

In July 2021, the Company settled a bankruptcy preference claim related to amounts paid under a termination agreement between Old Bristow and Columbia Helicopters, Inc. The settlement is considered a gain contingency and is expected to result in the receipt of a $9.0 million cash payment to be recognized in the second fiscal quarter.

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

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

Note 8 — TAXES

The Company’s effective tax rate was 25.4% and (4.8)% during the three months ended June 30, 2021 and June 30, 2020, respectively. The effective tax rate in the three months ended June 30, 2021 includes the impact of impairment losses, utilization of net operating losses in certain foreign jurisdictions and adjustment to its valuation allowances against future realization of deductible business interest expense. The Company’s provision for income taxes for the interim period ended June 30, 2021 was prepared by applying the estimated annual income tax rate for the full fiscal year to income from continuing operations, excluding discrete items, for the reporting period. For the interim period ended June 30, 2020, the Company utilized the discrete effective tax rate method to report its provision for income taxes.

The relationship between the Company’s provision for or benefit from income taxes and the Company’s pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, including asset sales, (b) changes in the blend of income that is taxed based on gross revenues or at high effective tax rates versus pre-tax book income or at low effective tax rates and (c) the Company’s geographical blend of pre-tax book

16

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

income. Consequently, the Company’s income tax expense or benefit does not change proportionally with the Company’s pre-tax book income or loss. Significant decreases in the Company’s pre-tax book income typically result in higher effective tax rates, while significant increases in pre-tax book income can lead to lower effective tax rates, subject to the other factors impacting income tax expense noted above. The change in the Company’s effective tax rate excluding discrete items for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 primarily related to changes in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions. Additionally, the Company increased its valuation allowances by $0.7 million and released its valuation allowance by $3.3 million for the three months ended June 30, 2021 and 2020, respectively.

Valuation allowances are presented as reductions to the Company’s deferred tax assets. The Company evaluates its deferred tax assets quarterly, which requires significant management judgment to determine the recoverability of these deferred tax assets by assessing whether it is more likely than not that some or all of the deferred tax asset will be realized before expiration. After considering all available positive and negative evidence using a “more likely than not” standard, the Company believes it is appropriate to value against deferred tax assets related to foreign tax credits and certain foreign net operating losses.

The benefit of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the condensed consolidated financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. Interest and penalties, if any, related to uncertain tax positions would be recorded in interest expense and other expense, respectively.

Note 9 — STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME

Share Repurchases.

On September 16, 2020, the Board authorized a stock repurchase plan providing for the repurchase of up to $75.0 million of the Company's common stock. Repurchases under the program may be made in the open market, including pursuant to a Rule 10b5-1 plan, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice.

In June 2021, the Company repurchased 933,208 shares of common stock in open market transactions for gross consideration of $25.1 million, which is an average cost per share of $26.89. After these repurchases, as of June 30, 2021, $39.9 million remained of the $75.0 million share repurchase program.

In July 2021, the Company repurchased an additional 547,596 shares of common stock for gross consideration of $14.9 million, which is an average cost per share of $27.24. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program.

17

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Earnings per Share

Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share excludes options to purchase common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):

	Three Months Ended June 30,
	2021		2020
Income (loss):
Net income (loss) attributable to Bristow Group Inc.	$	(14,197)	$	71,477
Less: PIK dividends (1)	—		(12,039)
Plus: Deemed contribution from conversion of preferred stock	—		144,986
Income available to common stockholders – basic	$	(14,197)	$	204,424
Add: PIK dividends	—		12,039
Less: Changes in fair value of preferred stock derivative liability	—		(15,416)
Income (loss) available to common stockholders – diluted	$	(14,197)	$	201,047
Shares:
Weighted average number of common shares outstanding – basic	28,669,417		11,102,611
Net effect of dilutive preferred stock	—		27,885,917
Weighted average number of common shares outstanding – diluted(2)(3)	28,669,417		38,988,528
Earnings per common share - basic	$	(0.50)	$	18.41
Earnings per common share - diluted	$	(0.50)	$	5.16

___________________________

(1)See Note 6 and discussion below for further details on PIK dividends and changes in fair value of preferred stock derivative liability.

(2)Excludes weighted average common shares of 238,599 and 1,622,332 for the three months ended June 30, 2021 and 2020, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.

Stockholders’ Investment, Old Bristow Common Stock and Old Bristow Preferred Stock

In connection with the Merger, the Old Bristow’s preferred stock was converted into Old Bristow common stock, and then all Old Bristow common stock was subsequently converted into the Company’s common stock.

As Old Bristow’s preferred stock could be redeemed in certain circumstances outside of the sole control of Old Bristow (including at the option of the holder), but was not mandatorily redeemable, the Old Bristow preferred stock was classified as mezzanine equity and initially recognized at fair value of $618.9 million as of its Emergence from Voluntary Reorganization under Chapter 11, the “Effective Date”. This amount was reduced by the fair value of the bifurcated derivative liability of $470.3 million as of the Effective Date, resulting in an initial value of $148.6 million. The difference between (a) the carrying value of the embedded derivative of $270.8 million plus the carrying value of the Preferred Stock Host of $148.6 million and (b) the fair value of the Old Bristow Common Stock of $270.7 million paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings, because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock host and embedded derivative.

Prior to the Merger, there were 11,092,845 shares of Old Bristow Common Stock and 6,725,798 shares of Old Bristow Preferred Stock issued and outstanding. Old Bristow repurchased certain shares of Old Bristow Common Stock and shares of Old Bristow Preferred Stock immediately prior to the conversion of the Old Bristow Preferred Stock into Old Bristow Common Stock. The repurchase was accounted for in the same manner as the share conversion and included in the calculation described above. The Old Bristow Preferred Stock was converted into Old Bristow Common Stock at a rate of 5.179562 shares of Old Bristow Common Stock for each share of Old Bristow Preferred Stock.

The Old Bristow Common Stock was then subsequently exchanged for the Combined Company Common Stock, resulting in a total of 24,195,693 shares of Combined Company Common Stock issued to Old Bristow stockholders. This resulted in a total of 30,882,471 shares of Combined Company Common Stock issued and outstanding immediately after consummation of the Merger.

18

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Accumulated Other Comprehensive Income (Loss)

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

	Successor
	Currency Translation Adjustments		Pension Liability Adjustments (1)		Unrealized gain (loss) on cash flow hedges (2)		Total
Balance as of March 31, 2021	$	32,646	$	(37,965)	$	(1,596)	$	(6,915)
Other comprehensive income (loss) before reclassification	1,224		—		1,672		2,896
Reclassified from accumulated other comprehensive loss	—		—		(730)		(730)
Net current period other comprehensive income (loss)	1,224		—		942		2,166
Foreign exchange rate impact	48		(48)		—		—
Balance as of June 30, 2021	$	33,918	$	(38,013)	$	(654)	$	(4,749)

__________________________

(1)Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.

(2)Reclassification of amounts related to cash flow hedges were included as direct costs.

Note 10 — SEGMENT INFORMATION

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

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

	Three Months Ended June 30,
	2021		2020
Region revenue from external customers:
Europe	$	174,314	$	166,993
Africa	17,273		31,722
Americas	86,338		59,114
Asia Pacific	22,081		12,258
Corporate and other	596		106
Total region revenue (1)	$	300,602	$	270,193

_________________________________________________ 

(1) The above table represents disaggregated revenue from contracts with customers except for the following (in thousands):

	Three Months Ended June 30,
	2021		2020
Revenues not from contracts with customers:
Europe	$	377	$	342
Americas(1)	7,539		10,372
Asia Pacific	88		74
Corporate and other	—		—
Total region revenue	$	8,004	$	10,788

_________________________________________________ 

(1) Includes revenues of approximately $1.4 million from our unconsolidated affiliate in Canada, Cougar Helicopters Inc. (“Cougar”), previously included in Corporate and other for the three months ended June 30, 2020.

19

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

	Three Months Ended June 30,
	2021		2020
Earnings (losses) from unconsolidated affiliates, net – equity method investments:
Americas	(1,517)		(1,978)
Total losses from unconsolidated affiliates, net – equity method investments	$	(1,517)	$	(1,978)
Consolidated operating income (loss):
Europe	$	23,032	$	27,312
Africa	(11,479)		4,849
Americas	12,232		(13,002)
Asia Pacific	(218)		(1,528)
Corporate and other	(36,297)		(37,032)
Gain on disposal of assets	499		5,522
Total consolidated operating loss	$	(12,231)	$	(13,879)
Depreciation and amortization:
Europe	$	9,944	$	8,212
Africa	2,676		1,317
Americas	5,752		2,955
Asia Pacific	1,948		2,006
Corporate and other	2,875		1,866
Total depreciation and amortization	$	23,195	$	16,356

	June 30, 2021		March 31, 2021
Identifiable assets:
Europe	$	1,032,669	$	1,026,042
Africa	145,279		179,445
Americas	535,288		579,169
Asia Pacific	72,304		102,169
Corporate and other	128,113		105,445
Total identifiable assets	$	1,913,653	$	1,992,270

Investments in unconsolidated affiliates – equity method:
Europe	$	680	$	679
Americas	1,736		3,851
Total investments in unconsolidated affiliates – equity method	$	2,416	$	4,530

20

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto as well as our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2021. In the discussion that follows, the terms “Current Quarter” and “Prior Year Quarter” refer to the three months ended June 30, 2021 and 2020, respectively. Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ending March 31, 2022, is referred to as “fiscal year 2022.”

Unless the context otherwise indicates, in this MD&A: (i) the “Company”, “Combined Company,” “Bristow”, “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with its subsidiaries; (ii) “Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries; and (iii) “Era” refers to Era Group Inc. (currently known as Bristow Group Inc.), the parent of the Combined Company and its subsidiaries prior to consummation of the Merger.

Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements about our future business, strategy, operations, capabilities and results: financial projections: plans and objectives of our management: expected actions by us and by third parties, including our customers, competitors, vendors and regulators: and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes”, “belief”, “forecasts”, “expects”, “plans”, “anticipates”, “intends”, “projects”, “estimates”, “may”, “might”, “will”, “would”, “could”, “should” or other similar words; however, all statements in this Quarterly Report, 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 regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. 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 novel coronavirus pandemic (“COVID-19”) and related economic repercussions have resulted, and may continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services;

•expected cost synergies and other financial or other benefits of the Merger might not be realized within the expected time frames, might be less than projected or may not be realized at all;

•the ability to successfully integrate the operations, accounting and administrative functions of Era and Old Bristow;

•managing a significantly larger company than before the completion of the Merger;

•diversion of management time on issues related to integration of the Company;

•the increase in indebtedness as a result of the Merger;

•operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees and customers, may be greater than expected;

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

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

•fluctuations in worldwide prices of and demand for oil and natural gas;

•fluctuations in levels of oil and natural gas exploration, development and production activities;

•fluctuations in the demand for our services;

21

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

•our ability to implement operational improvement efficiencies with the objective of rightsizing our global footprint and further reducing our cost structure;

•the possibility of significant changes in foreign exchange rates and controls, including as a result of the U.K. having exited from the European Union (“E.U.”) (“Brexit”);

•the impact of continued uncertainty surrounding the affects Brexit will have on the British, EU and global economies and demand for oil and natural gas;

•potential effects of increased competition;

•the risk of future material weaknesses we may identify while we work to align policies, principles, and practices of the combined company following the Merger or any other failure by us to maintain effective internal controls;

•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 the Biden Administration that impact oil and gas operations or favor renewable energy projects in the U.S.;

•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 segments of our fleet may be grounded for extended periods of time or indefinitely;

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

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

•the possibility that reductions in spending on aviation services by governmental agencies could lead to modifications of our search and rescue (“SAR”) contract terms with the UK government, our contracts with the Bureau of Safety and Environmental Enforcement ("BSEE") or delays in receiving payments under such contracts; and

•our reliance on a limited number of helicopter manufacturers and suppliers.

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

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

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Executive Overview

Bristow Group Inc. is the leading global provider of vertical flight solutions. We primarily provide aviation services to a broad base of major integrated, national and independent energy companies. We also provide commercial search and rescue (“SAR”) services in multiple countries and public sector SAR services in the United Kingdom (“U.K.”) on behalf of the Maritime & Coastguard Agency (“MCA”). Additionally, we offer fixed wing transportation and other aviation related solutions. Our oil and gas customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations.

Our core business of providing aviation services to leading global energy companies and public and private sector SAR services provides us with geographic and customer diversity which helps mitigate risks associated with a single market or customer. We currently have customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K and the United States (“U.S.”).

Certain of our operations are subject to seasonal factors. For example, operations in the U.S. Gulf of Mexico are often at their highest levels from April to September, as daylight hours increase, and are at their lowest levels from December to February, as daylight hours decrease. See “Markets, Segment and Seasonality” in Item 1 of our Annual Report on Form 10-K further discussion on seasonality.

COVID-19

The COVID-19 pandemic has resulted in a global crisis, with many countries placing restrictions on national and international travel and instituting other measures, including, among other things, reducing or eliminating public gatherings by placing limits on such events, shuttering non-essential stores and services, encouraging voluntary quarantines and imposing involuntary quarantines, in an effort to reduce and slow the spread of COVID-19 and virus variants. The COVID-19 pandemic has had a significant influence on economic activity and likely will continue to have a significant impact on the global economy in the near-to-medium-term, which in turn can cause volatility in global markets, generally, and in oil and natural gas prices, more specifically. Financial markets have also experienced significant volatility. The outbreak of COVID-19 caused a significant decrease in oil and natural gas prices in 2020 resulting from demand weakness and oversupply, which adversely affected demand for our services. Ongoing economic repercussions of the COVID-19 pandemic may further depress the oil and gas market in the future, which may lead to additional decreases in capital spending by oil and natural gas companies. Together with our customers, we have implemented several measures at our bases, based upon guidance from local public health authorities, to help protect employees and customers, including, but not limited to, measures to restrict access to sites, medical screenings/questionnaires prior to all flights, enhanced sanitization of aircraft and equipment, modification of aircraft and special protocols on travel and passenger transport, and we are also monitoring developments that may require or cause us to modify actions as appropriate. Many of our employees are deemed “essential” in the regions in which they operate and therefore may continue performing their jobs notwithstanding guidance or orders of general applicability issued by governments requiring businesses to close, persons to shelter in place, borders to close and other similar actions. In addition, we have developed and are offering customers COVID-19 medevac transport in certain regions.

Recent Developments

Share Repurchases

In June 2021, the Company repurchased 933,208 shares of common stock in open market transactions for gross consideration of $25.1 million, which is an average cost per share of $26.89. After these repurchases, as of June 30, 2021, $39.9 million remained of the $75.0 million share repurchase program.

In July 2021, the Company repurchased an additional 547,596 shares of common stock for gross consideration of $14.9 million, which is an average cost per share of $27.24. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program.

23

Sale of Colombian Subsidiary

During the three months ended June 30, 2021, the Company sold its 75% interest in Hauser Investments Limited (“Hauser”), which owns 100% of Sicher Helicopters SAS (“Sicher”), a provider of helicopter services to Colombia’s oil and gas industry. The sale resulted in a $2.0 million loss included in loss on sale of subsidiaries on the condensed consolidated statement of operations.

Impairment of PAS

The Company has a 25% economic interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry and other general aviation services in Egypt. During the three months ended June 30, 2021, upon evaluating its investment in PAS, the Company identified an indicator for impairment due to a decline in PAS’s performance. As a result, the Company performed a fair valuation of its investment in PAS resulting in a $16.0 million loss on impairment recorded during the three months ended June 30, 2021. As of June 30, 2021, the investment in PAS was $17.0 million and is included on the condesned consolidated balance sheets in investment in unconsolidated affiliates. PAS is carried at cost less impairment.

Columbia Helicopters Preference Claim Settlement

In July 2021, the Company settled a bankruptcy preference claim related to amounts paid under a termination agreement between Old Bristow and Columbia Helicopters, Inc. The settlement is considered a gain contingency and is expected to result in the receipt of a $9.0 million cash payment to be recognized in the second fiscal quarter.

Lines of Service

Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a Government services line of service which includes revenues from U.K. SAR, BSEE, and other government contracts. In addition, our Other activities and services (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region in the Current Quarter. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s current lines of service.

Oil and Gas. The offshore oil and gas market is highly cyclical with demand highly correlated to the price of oil and gas, which tends to fluctuate depending on many factors, including global economic activity, levels of inventory and overall demand. In addition to the price of oil and gas, the availability of acreage and local tax incentives or disincentives and requirements for maintaining interests in leases affect activity levels in the oil and gas industry. Price levels for oil and gas by themselves can cause additional fluctuations by inducing changes in consumer behavior. The three main regions where we offer oil and gas transportation services are Europe, the Americas and Africa.

Government Services. Since 2015, we have been providing SAR services in the U.K. on behalf of the MCA. Additionally, we provide aviation services to various government agencies, globally.

Fixed Wing Services. Our fixed wing services are currently operating in Australia and Nigeria, providing regular passenger transport (scheduled airline service with individual ticket sales) and charter services.

Other Activities and Services. In order to diversify sources of our earnings and cash flow, we deploy a number of helicopters in support of other industries and activities, one of which includes entering into lease arrangements for our helicopters with operators primarily located in international markets such as Chile, Colombia, India, Mexico and Spain. The helicopters are contracted to non-governmental local helicopter operators, which often prefer to lease helicopters rather than purchase them. Leasing affords us the opportunity to access new markets without significant initial infrastructure investment and generally without ongoing operating risk, as well as countries where we are not eligible to own and control our own operating certificate. Revenues derived from oil and gas services outside of our three major operating regions and other aviation services not included in the three lines of service noted above are also reflected here.

24

Fleet Information

As of June 30, 2021, the aircraft in our fleet were as follows:

	Number of Aircraft
	Operating Aircraft
Type	Owned Aircraft	Leased Aircraft	Aircraft Held For Sale	Total Aircraft	Maximum Passenger Capacity	Average Age (years)(1)
Heavy Helicopters:
S-92A	35	26	—	61	19	12
S-92A U.K. SAR	3	7	—	10	19	7
H225	—	—	2	2	19	10
AW189	6	1	—	7	16	6
AW189 U.K. SAR	11	—	—	11	16	5
	55	34	2	91
Medium Helicopters:
AW139	52	7	—	59	12	10
S-76 C+/C++	17	—	4	21	12	13
S-76D	8	—	—	8	12	7
B212	2	—	—	2	12	39
	79	7	4	90
Light—Twin Engine Helicopters:
AW109	6	—	—	6	7	15
EC135	10	—	—	10	6	12
	16	—	—	16
Light—Single Engine Helicopters:
AS350	17	—	—	17	4	24
AW119	13	—	—	13	7	15
	30	—	—	30
Total Helicopters	180	41	6	227		12
Fixed wing	7	4	—	11
UAV	—	2	—	2
Total Fleet	187	47	6	240

______________________

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

25

The chart below presents the number of aircraft in our fleet and their distribution among the regions as of June 30, 2021, the number of helicopters we had on order as of June 30, 2021, and the percentage of operating revenue each of our regions provided during the Current Quarter.

	Percentage of Current Quarter Operating Revenue		Helicopters				UAV	Fixed Wing
			Heavy	Medium	Light Twin	Light Single			Total (1)
Europe	57	%	63	12	—	4	2	—	81
Americas	29	%	22	58	16	26	—	—	122
Asia Pacific	8	%	—	2	—	—	—	9	11
Africa	6	%	6	18	—	—	—	2	26
Total	100	%	91	90	16	30	2	11	240
Aircraft not currently in fleet:
On order			3	—	5	—	—	—	8

_____________ 

(1)Includes 47 leased aircraft as follows:

	Helicopters				UAV	Fixed Wing
	Heavy	Medium	Light Twin	Light Single			Total
Europe	28	1	—	—	2	—	31
Americas	4	3	—	—	—	—	7
Asia Pacific	—	2	—	—	—	3	5
Africa	2	1	—	—	—	1	4
Total	34	7	—	—	2	4	47

26

Results of Operations

Management believes the comparison of the most recently completed quarter to the immediately preceding quarter provides more relevant information needed to understand and analyze the business. As such, pursuant to Item 303(c)(2)(ii) of Regulation S-K, we have elected to discuss any material changes in our results of operations by including a comparison of our most recently completed fiscal quarter to the immediately preceding fiscal quarter (the “Preceding Quarter”).

The following table presents our operating results and other statement of operations information for three months ended June 30, 2021 and three months ended March 31, 2021, (in thousands, except percentages):

	Three Months Ended				Favorable (Unfavorable)
	June 30, 2021		March 31, 2021
Revenues:
Operating revenues	$	288,351	$	281,519	$	6,832	2.4	%
Reimbursable revenues	12,251		11,813		438		3.7	%
Total revenues	300,602		293,332		7,270		2.5	%
Costs and expenses:
Operating expenses
Personnel	74,969		79,635		4,666		5.9	%
Repairs and maintenance	60,465		62,293		1,828		2.9	%
Insurance	5,367		5,344		(23)		(0.4)	%
Fuel	16,665		13,280		(3,385)		(25.5)	%
Leased-in equipment	26,852		27,604		752		2.7	%
Other	30,185		30,139		(46)		(0.2)	%
Total operating expenses	214,503		218,295		3,792		1.7	%
Reimbursable expenses	12,114		11,697		(417)		(3.6)	%
General and administrative	37,483		40,678		3,195		7.9	%
Merger related costs	1,735		16,475		14,740		nm
Restructuring costs	851		7,887		7,036		nm
Depreciation and amortization	23,195		17,254		(5,941)		(34.4)	%
Total costs and expenses	289,881		312,286		22,405		7.2	%
Loss on impairment	(21,934)		(1,182)		(20,752)		nm
Gain (loss) on disposal of assets	499		(7,199)		7,698		nm
Earnings from unconsolidated affiliates, net	(1,517)		(440)		(1,077)		nm
Operating loss	(12,231)		(27,775)		15,544		nm
Interest income	66		238		(172)		(72.3)	%
Interest expense	(10,624)		(12,108)		1,484		12.3	%
Loss on extinguishment of debt	—		(28,515)		28,515		nm
Reorganization items, net	(446)		(407)		(39)		(9.6)	%
Loss on sale of subsidiaries	(2,002)		—		(2,002)		nm
Other, net	6,184		7,037		(853)		(12.1)	%
Total other income (expense), net	(6,822)		(33,755)		26,933		nm
Loss before benefit for income taxes	(19,053)		(61,530)		42,477		69.0	%
Benefit for income taxes	4,842		19,092		(14,250)		nm
Net loss	(14,211)		(42,438)		28,227		66.5	%
Net income (loss) attributable to noncontrolling interests	14		(152)		166		nm
Net loss attributable to Bristow Group Inc.	$	(14,197)	$	(42,590)	$	28,393	66.7	%

27

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

	Three Months Ended				Favorable (Unfavorable)
	June 30, 2021		March 31, 2021
Oil and gas services:
Europe	$	99,901	$	93,850	$	6,051	6.4	%
Americas	75,003		72,785		2,218		3.0	%
Africa	14,692		18,976		(4,284)		(22.6)	%
Total oil and gas services	189,596		185,611		3,985		2.1	%
Government services(1)	70,436		67,032		3,404		5.1	%
Fixed wing services	24,654		22,013		2,641		12.0	%
Other services(2)	3,665		6,863		(3,198)		(46.6)	%
	$	288,351	$	281,519	$	6,832	2.4	%

__________________________ 

(1)Includes revenues of approximately $7.8 million related to government services that were previously included in the oil and gas and other service lines for the three months ended March 31, 2021.

(2)Includes Asia Pacific revenues of approximately $3.2 million that were previously included in the oil and gas service line for the three months ended March 31, 2021.

Operating Revenues. Operating revenues were $6.8 million higher in the three months ended June 30, 2021 (the “Current Quarter”) compared to the three months ended March 31, 2021 (the “Preceding Quarter”).

Operating revenues from oil and gas services were $4.0 million higher in the Current Quarter.

Operating revenues from oil and gas services in the Europe region were $6.1 million higher in the Current Quarter. Operating revenues in Norway and the U.K. were $3.7 million and $2.4 million higher, respectively, primarily due to higher utilization.

Operating revenues from oil and gas services in the Americas were $2.2 million higher in the Current Quarter primarily due to higher cash receipts from Cougar Helicopters Inc. (“Cougar”).

Operating revenues from oil and gas services in Africa were $4.3 million lower primarily due to the end of a customer contract and lower utilization.

Operating revenues from government services were $3.4 million higher in the Current Quarter primarily due to increased flight hours and the strengthening of the British pound sterling relative to the U.S. dollar.

Operating revenues from fixed wing services were $2.6 million higher in the Current Quarter primarily due to increased utilization in Australia.

Operating revenues from other services were $3.2 million lower primarily due to the end of a customer contract.

Operating Expenses. Operating expenses were $3.8 million lower in the Current Quarter. Personnel costs were $4.7 million lower in the Current Quarter primarily due to seasonal personnel cost variations in Norway. Maintenance costs were $1.8 million lower primarily due to the timing of repairs in fixed wing services in Australia. Lease costs were $0.8 million lower in the Current Quarter primarily due to lease return costs in the Preceding Quarter. Partially offsetting these lower costs were higher fuel costs of $3.4 million in the Current Quarter primarily due to higher fuel prices and increased flight hours.

General and Administrative. General and administrative expenses were $3.2 million lower in the Current Quarter primarily due to lower compensation expenses and decreased professional services fees.

Merger-related costs. Merger-related costs, which primarily consist of professional services fees and severance costs, were $1.7 million in the Current Quarter compared to $16.5 million in the Preceding Quarter.

Restructuring costs. Restructuring costs were $0.9 million in the Current Quarter compared to $7.9 million in the Preceding Quarter.

Depreciation and Amortization expenses. Depreciation and amortization expenses were $5.9 million higher in the Current Quarter primarily due to the addition of existing assets to the depreciation and amortization calculation.

28

Loss on Impairment. During the Current Quarter, the Company recognized a loss on impairment of $21.9 million, consisting of $16.0 million related to Petroleum Air Services (“PAS”), an unconsolidated affiliate in Egypt, and $5.9 million in connection with certain helicopters held for sale to reflect the helicopters at expected sales values.

Gain (Loss) on Disposal of Assets. During the Current Quarter, the Company sold two S76D medium helicopters, one B212 medium helicopter and other equipment resulting in gains of $0.5 million. During the Preceding Quarter, the Company disposed of five S-76C++ helicopters via sales-type lease agreements and disposed of three fixed wing aircraft for cash proceeds of $1.4 million, resulting in losses of $7.2 million.

Losses from Unconsolidated Affiliates. During the Current Quarter, the Company recognized losses of $1.5 million from unconsolidated affiliates compared to losses of $0.4 million in the Preceding Quarter.

Operating Income (Loss). Operating loss as a percentage of revenues was (4.2)% in the Current Quarter compared to (9.9)% in the Preceding Quarter. Operating loss in the Current Quarter was primarily due to loss on impairment. Operating loss in the Preceding Quarter was primarily due to Merger-related costs, restructuring costs, loss on disposal of assets and loss on impairment.

Loss on Sale of Subsidiary. During the Current Quarter, the Company recognized a $2.0 million loss on the sale of its subsidiary in Colombia.

Other Income (Expense), net. Other income, net of $6.2 million in the Current Quarter was primarily due to insurance proceeds of $3.7 million, government grants to fixed wing services of $2.7 million, and a favorable interest adjustment to the Company’s pension liability of $0.7 million, partially offset by a contingency reserve of $0.6 million and net foreign exchange losses of $0.4 million. Other income, net in the Preceding Quarter was $7.0 million primarily due to insurance proceeds of $2.6 million, government grants to fixed wing services of $3.8 million, a favorable release of a contract liability of $1.5 million, and a favorable interest adjustment to the Company’s pension liability of $1.0 million, partially offset by net foreign exchange losses of $1.7 million.

	Current Quarter		Preceding Quarter		Favorable (Unfavorable)
	(In thousands)
Foreign currency gains (losses):
Foreign currency losses	(386)		(1,707)		1,321
Pension-related costs	665		986		(321)
Other	5,905		7,758		(1,853)
Other income (expense), net	$	6,184	$	7,037	$	(853)

Income Tax Benefit (Expense). Income tax benefit was $4.8 million in the current quarter compared to $19.1 million in the Preceding Quarter. The income tax benefit in the Current Quarter primarily related to changes in the blend of earnings, the tax impact of valuation allowances on the Company’s net operating losses and deductible business interest expense, and the tax impact of the PAS impairment loss.

29

The following table presents our operating results and other statement of operations information for three months ended June 30, 2021 and 2020, (in thousands, except percentages):

	Three Months Ended June 30,				Favorable (Unfavorable)
	2021		2020
Revenues:
Operating revenues	$	288,351	$	261,508	$	26,843	10.3	%
Reimbursable revenues	12,251		8,685		3,566		41.1	%
Total revenues	300,602		270,193		30,409		11.3	%
Costs and expenses:
Operating expenses
Personnel	74,969		70,004		(4,965)		(7.1)	%
Repairs and maintenance	60,465		50,853		(9,612)		(18.9)	%
Insurance	5,367		4,620		(747)		(16.2)	%
Fuel	16,665		7,820		(8,845)		(113.1)	%
Leased-in equipment	26,852		30,098		3,246		10.8	%
Other	30,185		24,160		(6,025)		(24.9)	%
Total operating expenses	214,503		187,555		(26,948)		(14.4)	%
Reimbursable expenses	12,114		8,648		(3,466)		(40.1)	%
General and administrative	37,483		35,394		(2,089)		(5.9)	%
Merger related costs	1,735		17,418		15,683		nm
Restructuring costs	851		3,012		2,161		nm
Depreciation and amortization	23,195		16,356		(6,839)		(41.8)	%
Total costs and expenses	289,881		268,383		(21,498)		(8.0)	%
Loss on impairment	(21,934)		(19,233)		(2,701)		(14.0)	%
Gain on disposal of assets	499		5,522		(5,023)		nm
Losses from unconsolidated affiliates, net	(1,517)		(1,978)		461		23.3	%
Operating loss	(12,231)		(13,879)		1,648		11.9	%
Interest income	66		262		(196)		(74.8)	%
Interest expense	(10,624)		(12,504)		1,880		15.0	%
Loss on extinguishment of debt	—		(615)		615		nm
Reorganization items, net	(446)		—		(446)		nm
Loss on sale of subsidiaries	(2,002)		—		(2,002)		nm
Change in fair value of preferred stock derivative liability	—		15,416		(15,416)		nm
Bargain purchase gain	—		75,433		(75,433)		nm
Other, net	6,184		4,001		2,183		54.6	%
Total other income (expense), net	(6,822)		81,993		(88,815)		nm
Income (loss) before benefit (provision) for income taxes	(19,053)		68,114		(87,167)		(128.0)	%
Benefit for income taxes	4,842		3,290		1,552		47.2	%
Net income (loss)	(14,211)		71,404		(85,615)		(119.9)	%
Net loss attributable to noncontrolling interests	14		73		(59)		nm
Net income (loss) attributable to Bristow Group Inc.	$	(14,197)	$	71,477	$	(85,674)	(119.9)	%

30

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

	Three Months Ended June 30,				Favorable (Unfavorable)
	2021		2020
Oil and gas services:
Europe	$	99,901	$	105,029	$	(5,128)	(4.9)	%
Americas	75,003		56,893		18,110		31.8	%
Africa	14,692		30,015		(15,323)		(51.1)	%
Total oil and gas services	189,596		191,937		(2,341)		(1.2)	%
Government services(1)	70,436		54,611		15,825		29.0	%
Fixed wing services	24,654		11,559		13,095		113.3	%
Other services(2)	3,665		3,401		264		7.8	%
	$	288,351	$	261,508	$	26,843	10.3	%

__________________________ 

(1)Includes revenues of approximately $2.0 million related to government services that were previously included in the oil and gas and other service lines for the three months ended June 30, 2020.

(2)Includes Asia Pacific and certain Europe revenues of approximately $3.5 million that were previously included in the oil and gas service line for the three months ended June 30, 2020.

Current Quarter compared to Prior Year Quarter

Operating Revenues. Operating revenues were $26.8 million higher in the Current Quarter compared to the three months ended June 30, 2020 (the “Prior Year Quarter”).

Operating revenues from oil and gas services were $2.3 million lower in the Current Quarter.

Operating revenues from oil and gas services in Africa were $15.3 million lower primarily due to the end of customer contracts and lower utilization.

Operating revenues from oil and gas services in the Europe region were $5.1 million lower in the Current Quarter. Revenues in the U.K. decreased by $11.7 million primarily due to the end of customer contracts, partially offset by the strengthening of the British pound sterling relative to the U.S. dollar. Revenues in Norway increased by $6.7 million primarily due to strengthening of the Norwegian krone relative to the U.S. dollar and higher utilization in the Current Quarter.

Operating revenues from oil and gas services in the Americas were $18.1 million higher in the Current Quarter primarily due to the impact of the Merger.

Operating revenues from government services were $15.8 million higher in the Current Quarter primarily due to the impact of the Merger, strengthening of the British pound sterling relative to the U.S. dollar and an increase in flight hours.

Operating revenues from fixed wing services were $13.1 million higher in the Current Quarter primarily due to higher utilization.

Operating revenues from other services were $0.3 million higher primarily due to the impact of the Merger, partially offset by the end of a customer contract.

Operating Expenses. Operating expenses were $26.9 million higher in the Current Quarter. Repairs and maintenance costs were $9.6 million higher in the Current Quarter primarily due to the impact of the Merger, the timing of repairs and higher flight hours. Fuel expense was $8.8 million higher in the Current Quarter primarily due to higher fuel prices, the impact of the Merger, higher flight hours and unfavorable foreign exchange impacts. Other operating expenses were $6.0 million higher in the Current Quarter primarily due to the impact of the Merger, and increased activity. Personnel costs were $5.0 million higher in the Current Quarter primarily due to unfavorable foreign exchange impacts and the impact of the Merger. Insurance expense was $0.8 million higher in the Current Quarter primarily due to the impact of the Merger. These increases were partially offset by lower lease costs of $3.3 million in the Current Quarter primarily due to aircraft lease returns since the Prior Year Quarter.

General and Administrative. General and administrative expenses were $2.1 million higher in the Current Quarter primarily due to the impact of the Merger.

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Merger-related costs. Merger-related costs, which primarily consist of professional services fees and severance costs, were $1.7 million in the Current Quarter compared to $17.4 million in the Prior Year Quarter.

Restructuring costs. Restructuring costs were $0.9 million in the Current Quarter compared to $3.0 million in the Prior Year Quarter.

Depreciation and Amortization. Depreciation and amortization expenses were $6.8 million higher in the Current Quarter primarily due to the addition of existing assets to the depreciation and amortization calculation and the impact of the Merger.

Loss on Impairment. During the Current Quarter, the Company recognized a loss on impairment of $21.9 million, consisting of $16.0 million related to PAS and $5.9 million in connection with certain helicopters held for sale to reflect the helicopters at expected sales values. During the Prior Year Quarter, the Company recorded a loss on impairment of its investment in Lider of $18.7 million and inventory impairment of $0.5 million.

Gain (Loss) on Disposal of Assets. During the Current Quarter, the Company sold two S76D medium helicopters, one B212 medium helicopter and other equipment resulting in a net gain of $0.5 million. During the Prior Year Quarter, the Company sold one H225 heavy helicopter and other equipment resulting in a net gain of $5.5 million.

Losses from Unconsolidated Affiliates. During the Current Quarter, the Company recognized losses of $1.5 million from unconsolidated affiliates compared to losses of $2.0 million in the Prior Year Quarter.

Operating Income (Loss). Operating loss as a percentage of revenues was (4.2)% in the Current Quarter compared to (5.3)% in the Prior Year Quarter. Operating loss in the Current Quarter was primarily due to losses on impairment. Operating loss in the Prior Year Quarter was primarily due to losses on impairment, Merger-related costs and restructuring costs.

Interest Expense. Interest expense was $1.9 million lower in the Current Year Quarter primarily due to lower debt balances.

Loss on sale of subsidiaries. During the Current Quarter, the Company recognized a loss of $2.0 million on the sale of its subsidiary in Colombia.

Change in fair value of preferred stock derivative liability. During the Prior Year Quarter, Old Bristow recognized a $15.4 million gain on the change in fair value of preferred stock derivative liability.

Bargain Purchase Gain. During the Prior Year Quarter, the Company recognized a bargain purchase gain of $75.4 million related to the Merger.

Other Income (Expense), net. Other income, net was $6.2 million in the Current Quarter compared to $4.0 million in the Prior Year Quarter. Other income, net in the Current Quarter was primarily due to insurance proceeds of $3.7 million, government grants to fixed wing services of $2.7 million, and a favorable interest adjustment to the Company’s pension liability of $0.7 million, partially offset by a contingency reserve of $0.6 million and net foreign exchange losses of $0.4 million. Other income, net in the Prior Year Quarter was primarily due to government grants to fixed wing services of $1.4 million, net foreign exchange gains of $1.4 million, and a favorable interest adjustment to the Company’s pension liability of $0.9 million as shown in the table below.

	Current Quarter		Prior Year Quarter		Favorable (Unfavorable)
	(In thousands, except percentages)
Foreign currency gains (losses):
Foreign currency gains (losses)	(386)		1,374		(1,760)
Pension-related costs	665		860		(195)
Other	5,905		1,767		4,138
Other income (expense), net	$	6,184	$	4,001	$	2,183

Income Tax Benefit (Expense). Income tax benefit was $4.8 million in the Current Quarter compared to $3.3 million in the Prior Year Quarter. The income tax benefit in the Current Quarter primarily related to changes in the blend of earnings, the tax impact of valuation allowances on the Company’s net operating losses and deductible business interest expense, and the tax impact of the PAS impairment loss.

32

Liquidity and Capital Resources

General

Our ongoing liquidity requirements arise primarily from working capital needs, meeting our capital commitments (including the purchase of helicopters and other equipment) and the repayment of debt obligations. In addition, we may use our liquidity to fund acquisitions, repay debt, repurchase shares or debt securities or make other investments. Our primary sources of liquidity are cash balances and cash flows from operations, borrowings under our ABL and, from time to time, we may obtain additional liquidity through the issuance of equity, or debt or other financing options or through asset sales.

Summary of Cash Flows

	Three Months Ended June 30,
	2021		2020
	(in thousands)
Cash flows provided by or (used in):
Operating activities	$	36,441	$	(6,866)
Investing activities	6,802		149,052
Financing activities	(27,690)		(78,194)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2,042		302
Net increase in cash, cash equivalents and restricted cash	$	17,595	$	64,294

Operating Activities

Cash flows provided by operating activities were $36.4 million during the Current Quarter compared to cash flows used in operating activities of $6.9 million during the Prior Year Quarter. Operating income before depreciation, impairment charges and losses on asset dispositions, net was $15.8 million higher in the Current Quarter compared to the Prior Year Quarter primarily due to lower Merger-related and restructuring costs.

During the Current Quarter, changes in working capital provided cash flows of $2.5 million primarily due to a decrease in accounts receivables. During the Prior Year Quarter, changes in working capital used cash flows of $29.3 million primarily due to a decrease in accrued liabilities and an increase in inventory and other assets.

Cash paid for interest expense and income taxes was $1.2 million and $3.0 million, respectively, in the Current Quarter compared to $8.3 million and $2.3 million, respectively, in the Prior Year Quarter.

Investing Activities

During the Current Quarter, net cash provided by investing activities was $6.8 million primarily as follows:

•Proceeds of $10.6 million from the sale or disposal of aircraft and certain other equipment, partially offset by

•Cash transferred in the sale of a subsidiary of $0.9 million, and

•Capital expenditures of $3.0 million.

During the Prior Year Quarter, net cash provided by investing activities was $149.1 million primarily as follows:

•Increase in cash from the Merger of $120.2 million,

•Non-refundable deposits on assets held for sale of $20.0 million, and

•Proceeds of $11.7 million from the sale or disposal of aircraft and certain other equipment, partially offset by

•Capital expenditures of $2.8 million.

Financing Activities

During the Current Quarter, net cash used in financing activities was $27.7 million primarily as follows:

•Share repurchases of $21.8 million,

•Net repayments of debt and redemption premiums of $4.0 million, and

•Payment on debt issuance costs of $1.9 million.

During the Prior Year Quarter, net cash used in financing activities was $78.2 million primarily as follows:

33

•Net repayments of debt and redemption premiums of $73.4 million, and

•Share repurchases of $4.8 million.

Short and Long-Term Liquidity Requirements

We anticipate that we will generate positive cash flows from operating activities and that these cash flows will be adequate to meet our working capital requirements. To support our capital expenditure program and/or other liquidity requirements, we may use any combination of operating cash flow, cash balances, borrowings under our ABL, proceeds from sales of assets, issue debt or equity, or other financing options.

Our availability of long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our requirements for working capital, debt service, capital expenditures and a reasonable return on investment. While the COVID-19 pandemic, in general, and the related decrease in oil and natural gas prices, more specifically, have not had a material impact on our liquidity, a sustained environment of depressed oil and natural gas prices could affect capital spending for offshore oil and gas exploration, drilling and production, which in turn could affect our business and liquidity. As of June 30, 2021, we had $244.7 million of unrestricted cash and $54.1 million of remaining availability under our amended asset-backed revolving credit facility (the “ABL Facility”) for total liquidity of $298.8 million. Borrowings under the amended ABL Facility are subject to certain conditions and requirements.

As of June 30, 2021, approximately 77% of our total cash balance was held outside the U.S. and is generally used to meet the liquidity needs of our non-U.S. operations. Most of our cash held outside the U.S. could be repatriated to the U.S., and any such repatriation could be subject to additional taxes. If cash held by non-U.S. operations is required for funding operations in the U.S., we may make a provision for additional taxes in connection with repatriating this cash, which is not expected to have a significant impact on our results of operations.

The significant factors that affect our overall liquidity include cash from or used to fund operations, capital expenditure commitments, debt service, pension funding, adequacy of bank lines of credit and the Company’s ability to attract capital on satisfactory terms.

Debt Obligations

Our principal debt balance as of June 30, 2021, was $541.6 million primarily comprised of the 6.875% Senior Notes due in March 2028 and two tranches of the Lombard Debt due December 29, 2023 and January 30, 2024, respectively.

Currently, we believe we are able to meet the maintenance and other covenants in our debt instruments.

Lease Obligations

We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities used in our operations. The related lease agreements, which range from non-cancelable and month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options. As of June 30, 2021, aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 47 aircraft, were as follows (in thousands):

	Aircraft		Other		Total
Fiscal year ending March 31,
2022(1)	57,378		9,509		$	66,887
2023	57,897		10,689		68,586
2024	45,362		9,723		55,085
2025	28,370		7,632		36,002
2026	2,170		6,637		8,807
Thereafter	—		21,003		21,003
	$	191,177	$	65,193	$	256,370

____________________ 

(1)Reflects the amounts remaining for the nine months ended March 31, 2022.

During the three months ended June 30, 2021 and 2020, we recognized $27.5 million and $30.9 million of operating lease expense, respectively.

Cash paid for amounts included in the measurement of lease liabilities during the three months ended June 30, 2021 and 2020 was $24.4 million and $27.8 million, respectively.

34

From time to time we may, under favorable market conditions and when necessary, enter into opportunistic aircraft lease agreements in support of our global operations. The following table reflects the timing of our current contractual lease expirations by fiscal year and aircraft type. The timing and amounts shown below do not factor in any potential renewals that management may consider to ensure sufficient aircraft availability to meet future demand and activity levels.

	2022(1)	2023	2024	2025 and Beyond
Aircraft type:
S-92A	11	2	10	10
AW189	—	1	—	—
AW139	4	1	2	—
Fixed wing/ UAV	2	4	—	—
	17	8	12	10

___________________________

(1)FY22 includes leases that have already been returned as well as leases that will expire during the remainder of the fiscal year.

Contractual Obligations and Commercial Commitments

We have various contractual obligations that are recorded as liabilities on our condensed consolidated balance sheet. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities on our condensed consolidated balance sheet such as certain minimum lease payments for the use of property and equipment under operating lease agreements we are contractually committed to make.

As of June 30, 2021, we had unfunded capital commitments of $86.0 million, consisting primarily of agreements to purchase helicopters, including three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2022. Delivery dates for the AW169 helicopters have yet to be determined. These commitments are payable beginning in fiscal year 2022, and all of the commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability to us other than aggregate liquidated damages of $2.1 million. If we do not exercise our rights to cancel these capital commitments, we expect to finance the remaining acquisition costs for these helicopters through a combination of cash on hand, cash provided by operating activities, asset sales and financing options.

In addition, we had outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal years 2022 and 2023.

We had $21.1 million of other purchase obligations representing non-cancelable PBH maintenance commitments and unfilled purchase orders for aircraft parts..

35

Selected Financial Information on Guarantors of Securities

On February 25, 2021, Bristow Group Inc. (“the Parent”) issued its 6.875% Senior Notes due 2028 (the “Registered Notes”). The Registered Notes, issued under an indenture, are fully and unconditionally guaranteed as to payment by a number of subsidiaries of the Parent (collectively, the “Guarantors”). The Parent is a holding company with no significant assets other than the stock of its subsidiaries. In order to meet its financial needs and obligations, the Parent relies exclusively on income from dividends and other cash flow from such subsidiaries. The subsidiary guarantees provide that, in the event of a default on the Registered Notes, the holders of the Registered Notes may institute legal proceedings directly against the Guarantors to enforce the guarantees without first proceeding against the Parent.

None of the non-Guarantor subsidiaries of the Parent are under any direct obligation to pay or otherwise fund amounts due on the Registered Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. If such subsidiaries are unable to transfer funds to the Parent or Guarantors and sufficient cash or liquidity is not otherwise available, the Parent or Guarantors may not be able to make principal and interest payments on their outstanding debt, including the Registered Notes or the guarantees. We believe the following selected financial information of the Guarantors presents a sufficient financial position of Bristow Group Inc. to continue to fulfill its obligations under the requirements of the Registered Notes. This selected financial information should be read in conjunction with the accompanying consolidated financial statements and notes (amounts shown in thousands).

	June 30, 2021		March 31, 2021
Current assets	$	577,423	$	798,189
Non-current assets	$	1,352,331	$	1,686,646
Current liabilities	$	292,358	$	224,078
Non-current liabilities	$	762,214	$	1,112,490
	Three Months Ended June 31, 2021
Total revenues	$	300,603
Operating income (expense)	$	4,939
Net income (loss)	$	(5,249)
Net income (loss) attributable to Bristow Group	$	(5,235)

Critical Accounting Policies and Estimates

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

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

Item 3.    Quantitative and Qualitative Disclosures about Market Risk.

We are subject to certain market risks arising from the use of financial instruments in the ordinary course of business. These risks arise primarily as a result of potential changes in the fair market value of financial instruments that would result from adverse fluctuations in foreign currency exchange rates, credit risk, and interest rates.

For additional information about our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of the Annual Report on Form 10-K. Our exposure to market risk has not changed materially since March 31, 2021.

36

Item 4.    Controls and Procedures.

With the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2021.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the quarter ended June 30, 2021, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

37

PART II — OTHER INFORMATION 

Item 1.    Legal Proceedings

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

Item 1A. Risk Factors

For a detailed discussion of our risk factors, see “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

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

The following table presents information regarding our repurchases of shares of our Common Stock on a monthly basis during the three months ended June 30, 2021:

	Total Number of Shares Repurchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs
April 1, 2021 - April 30, 2021	2,354	$	26.52	—	$	65,008,932
May 1, 2021 - May 31, 2021	973	$	27.83	—	$	65,008,932
June 1, 2021 - June 30, 2021	933,208	$	26.89	933,208	$	39,917,255

___________________________

(1) Includes 3,327 shares purchased in connection with the surrender of shares by employees to satisfy certain tax withholding obligations. These repurchases are not a part of our publicly announced plan and do not affect our Board-approved share repurchase program.

In July 2021, the Company repurchased an additional 547,596 shares of common stock for gross consideration of $14.9 million, which is an average cost per share of $27.24. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.

38

Item 6.    Exhibits

The following exhibits are filed as part of this Quarterly Report:

Exhibit Number	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation of Era Group Inc. and Certificates of Amendment thereto dated June 11, 2020.
31.1**	Rule 13a-14(a) Certification by Chief Executive Officer of Registrant.
31.2**	Rule 13a-14(a) Certification by Chief Financial Officer of Registrant.
32.1**	Certification of Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
†	Compensatory Plan or Arrangement.
*	Filed herewith.
**	Furnished herewith.

39

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BRISTOW GROUP INC.
By:	/s/ Jennifer D. Whalen
	Jennifer D. Whalen Senior Vice President and Chief Financial Officer

By:	/s/ Chris Gillette
	Chris Gillette Vice President and Chief Accounting Officer

DATE: August 4, 2021

40

EX-3.1

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ERA GROUP INC. (Under Sections 242 and 245 of the Delaware General Corporation Law) Era Group Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Era Group Inc. The Corporation was originally incorporated under the name Marine Online Inc. The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on April 29, 1999. The original certificate of incorporation of the Corporation was amended and restated and was filed with the office of the Secretary of State of the State of Delaware on August 1, 2011. The first amended and restated certificate of incorporation of the Corporation was further amended and restated and was filed with the office of the Secretary of State of the State of Delaware on January 31, 2013. 2. An amendment to the certificate of incorporation, as previously amended and restated, was duly proposed by the Board of Directors of the Corporation (the “Board of Directors”) and approved by an affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon at the regularly scheduled annual meeting of the stockholders held on June 7, 2018, in accordance with Section 242 of the DGCL (the “Approved Amendment”). 3. This amended and restated certificate of incorporation (the “Certificate of Incorporation”) was duly adopted by the Board of Directors to integrate the Approved Amendment in accordance with Section 245 of the DGCL. 4. The Certificate of Incorporation is hereby restated to read in its entirety as follows: ARTICLE I Section 1.1. Name. The name of the Corporation is Era Group Inc. ARTICLE II Section 2.1. Address. The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808 in New Castle County. The name of its registered agent at such address is Corporation Services Company. ARTICLE III Section 3.1. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Without limiting the generality of the foregoing, the Corporation shall have all of the powers conferred on corporations by the DGCL and other applicable law. ARTICLE IV Section 4.1. Authorized Shares. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 70,000,000, consisting of 60,000,000 shares of Common Stock, par value one cent ($.01) per share (the “Common Stock”) and 10,000,000 shares of Preferred Stock, par value one cent ($.01) per share (the “Preferred Stock”). Section 4.2. Issuance of Preferred Stock. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power

of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation. Section 4.3. Voting. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock). ARTICLE V Section 5.1. Powers of the Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by applicable law or by this Certificate of Incorporation (including any certificate of designation relating to any series or class of Preferred Stock) or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, except as otherwise specifically required by law or as otherwise provided in this Certificate of Incorporation (including any certificate of designation relating to any series or class of Preferred Stock). Section 5.2. Number of Directors. Subject to the terms of any one or more series or classes of Preferred Stock, the total number of directors constituting the entire Board of Directors shall consist of not less than three nor more than fifteen members, the exact number of which shall be fixed from time to time exclusively by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. Section 5.3. Removal of Directors. Subject to the terms of any one or more series or classes of Preferred Stock, any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s outstanding shares of stock entitled to vote at an election of directors. Section 5.4. Term. The Board of Directors shall be elected by the stockholders at their annual meeting, and each director shall hold office until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement or removal from office. A director may resign at any time upon notice to the Corporation. Section 5.5. Vacancies. Subject to the terms of any one or more series or classes of Preferred Stock, any vacancies in the Board of Directors for any reason and any newly created directorships resulting by reason of any increase in the number of directors shall be filled only by the Board of Directors (and not by the stockholders), acting by a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and any directors so appointed shall hold office until the next election of the class of directors to which such directors have been appointed and until their successors are duly elected and qualified. No decrease in the number of authorized directors shall shorten the term of any incumbent director. Section 5.6. Board of Directors Quorum and Voting. A majority of the Board of Directors shall constitute a quorum for all purposes any meeting of the Board of Directors, and, except as otherwise expressly provided by law or this Certificate of Incorporation, all matters shall be determined by the affirmative vote of a majority of the directors present at any meeting at which a quorum is present. Section 5.7. Officers. Except as otherwise expressly delegated by resolution of the Board of Directors, the Board of Directors shall have the exclusive power and authority to appoint and remove officers of the Corporation. ARTICLE VI

Section 6.1. Annual Meeting. An annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall fix. Section 6.2. Elections of Directors. Elections of directors need not be by written ballot except and to the extent provided in the Bylaws of the Corporation. Section 6.3. Advance Notice. Advance notice of nominations for the election of directors or proposals of other business to be considered by stockholders, made other than by the Board of Directors or a duly authorized committee thereof or any authorized officer of the Corporation to whom the Board of Directors or such committee shall have delegated such authority, shall be given in the manner provided in the Bylaws of the Corporation. Without limiting the generality of the foregoing, the Bylaws may require that such advance notice include such information as the Board of Directors may deem appropriate or useful. Section 6.4. No Stockholder Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual meeting or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Section 6.5. Postponement, Conduct and Adjournment of Meetings. Any meeting of stockholders may be postponed by action of the Board of Directors at any time in advance of such meeting. The Board of Directors shall have the power to adopt such rules and regulations for the conduct of the meetings and management of the affairs of the Corporation as they may deem proper and the power to adjourn any meeting of stockholders without a vote of the stockholders, which powers may be delegated by the Board of Directors to the chairman of such meeting in either such rules and regulations or pursuant to the Bylaws of the Corporation. Section 6.6. Special Meetings of Stockholders. Special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called at any time, but only by or at the direction of a majority of the directors then in office or the Chief Executive Officer of the Corporation. The ability of stockholders to call a special meeting of stockholders is specifically denied. ARTICLE VII Section 7.1. Limited Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Section 7.2. Indemnification. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article VII shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article VII. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to

indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VII to directors and officers of the Corporation. Section 7.3. Non-Exclusivity. The rights to indemnification and to the advance of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation (including any certificate of designations relating to any series or class of Preferred Stock), the Bylaws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise. Section 7.4. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability. Section 7.5. Amendment of Article VII. No alteration, amendment, addition to or repeal of this Article VII, nor the adoption of any provision of this Certificate of Incorporation (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Article VII, shall adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such alteration, amendment, addition to, repeal or adoption with respect to any acts or omissions occurring prior to such alteration, amendment, addition to, repeal or adoption. ARTICLE VIII Section 8.1. Delaware. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. ARTICLE IX Section 9.1. Non-Citizen Voting Limitation. All (i) capital stock of, or other equity interests in, the Corporation, (ii) securities convertible into or exchangeable for shares of capital stock, voting securities or other equity interests in the Corporation, and (iii) options, warrants or other rights to acquire the securities described in clauses (i) and (ii), whether fixed or contingent, matured or unmatured, contractual, legal, equitable or otherwise (collectively, “Equity Securities”) shall be subject to the following limitations: (a) Non-Citizen Voting Limitation. In no event shall the total number of shares of Equity Securities held by all Persons (as defined below) who fail to qualify as a “citizen of the United States,” as the term is used in Section 40102(a)(15) of Title 49 of the United States Code, in any similar legislation of the United States enacted in substitution or replacement therefor, and as interpreted by the Department of Transportation (a “U.S. Citizen”), be entitled to be more than 24.9% (or such other maximum percentage as such Section or substitute or replacement legislation shall hereafter provide) of the aggregate votes of all outstanding Equity Securities (the “Cap Amount”). In the event the total number of Equity Securities held by Persons who fail to qualify as a U.S. Citizen would otherwise entitle such holders to vote more than the Cap Amount, then the number of votes such holders shall be entitled to vote with respect to all Equity Securities held by such holders shall be reduced by such amount such that the total number of votes such holders of Equity Securities shall be entitled to vote shall equal the Cap Amount. (b) Allocation of Cap Amounts. The restrictions imposed by the Cap Amount shall be applied pro rata among the holders of Equity Securities who fail to qualify as U.S. Citizens based on the number of votes to which the underlying Equity Securities are entitled. Section 9.2. Legends. Each certificate, notice or other representative document for Equity Securities (including each such certificate, notice or representative document for Equity Securities issued upon any permitted transfer of Equity Securities) shall contain a legend in substantially the following form:

“The [type of Equity Securities] represented by this [certificate/notice/representative document] are subject to voting restrictions with respect to [shares/warrants, etc.] held by persons or entities that fail to qualify as “citizens of the United States” as the term is used in Section 40102(a)(15) of Title 49 of the United States Code. Such voting restrictions are contained in the Second Amended and Restated Certificate of Incorporation of Era Group Inc., as the same may be amended or restated from time to time. A complete and correct copy of the Second Amended and Restated Certificate of Incorporation shall be furnished free of charge to the holder of such shares of [type of Equity Securities] upon written request to the Secretary of the Corporation.” Section 9.3. Beneficial Ownership Inquiry. (a) The Corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders of the Corporation in connection with the annual meeting (or any special meeting) of the stockholders of the Corporation, or otherwise) require any person or entity of any nature whatsoever, specifically including an individual, corporation, limited liability company, partnership, trust or other entity (a “Person”) that is a holder of record of Equity Securities or that the Corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of Equity Securities to certify in such manner as the Corporation shall deem appropriate (including by way of execution of any form of proxy or ballot by such Person) that, to the knowledge of such Person: (i) all Equity Securities as to which such Person has record ownership or Beneficial Ownership are owned and controlled only by U.S. Citizens; or (ii) the number and class or series of Equity Securities owned of record or that are Beneficially Owned by such Person that are owned or controlled by Persons who are not U.S. Citizens are as set forth in such certification. “Beneficial Ownership” and “Beneficially Owned” as used herein refers to beneficial ownership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(l)(i) thereof) under the United States Securities Exchange Act of 1934, as amended. (b) With respect to any Equity Securities identified by such Person in response to Section 9.3(a)(ii) of this Article IX, the Corporation may require such Person to provide such further information as the Corporation may reasonably require in order to implement the provisions of this Article IX. Section 9.4. Board Authority. A majority of the Board of Directors shall have the exclusive power to determine all matters necessary to determine compliance with this Article IX, and the good faith determination of a majority of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article IX. ARTICLE X Section 10.1. Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X. ARTICLE XI Section 11.1. Amendment. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation but only in the manner now or hereafter prescribed in this Certificate of Incorporation, the Corporation’s Bylaws or the DGCL, and all rights herein conferred upon stockholders are granted subject to such reservation. ARTICLE XII

Section 12.1. Bylaws. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the directors then in office. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation. IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf. Era Group Inc. By: /s/ Christopher Bradshaw___________________________ Name: Christopher Bradshaw Title: Chief Executive Officer [SIGNATURE PAGE TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ERA GROUP INC.]

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ERA GROUP INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Dated: June 11, 2020 Era Group Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY: 1. The name of the Corporation is Era Group Inc. 2. The Board of Directors of the Corporation (the “Board of Directors”), acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions amending its Amended and Restated Certificate of Incorporation as follows: The entirety of Section 4.1 of Article IV of the Amended and Restated Certificate of Incorporation shall be deleted, and the following section shall be inserted in lieu thereof: Section 4.1. Authorized Shares. (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is 110,000,000, consisting of 100,000,000 shares of Common Stock, par value one cent ($.01) per share (the “Common Stock”) and 10,000,000 shares of Preferred Stock, par value one cent ($.01) per share (the “Preferred Stock”). The following section shall be inserted as Part (b) of Section 4.1 of Article IV of the Amended and Restated Certificate of Incorporation: (b) Upon the effectiveness of the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Corporation adding this paragraph (the “Effective Time”), each three (3) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive in cash (without interest or deduction) the fair value of such fractional shares, as determined in good faith by the Board of Directors of the Corporation when those entitled to receive such fractional shares are determined. Each certificate that, prior to the Effective Time, represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificates shall have been combined pursuant to the Reverse Stock Split, subject to the elimination of fractional share interests as described above.

3. Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted at the annual meeting of stockholders held on June 11, 2020, in accordance with the provisions of Section 242 of the DGCL. [Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer as of the date first written above. ERA GROUP INC. By: /s/Christopher S. Bradshaw Name:Christopher S. Bradshaw Title: President and Chief Executive Officer

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ERA GROUP INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Dated: June 11, 2020 Era Group Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY: 1. The name of the Corporation is Era Group Inc. 2. The Board of Directors of the Corporation (the “Board of Directors”), acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions amending its Amended and Restated Certificate of Incorporation as follows: The entirety of Section 1.1 of Article I of the Amended and Restated Certificate of Incorporation shall be deleted, and the following section shall be inserted in lieu thereof: Section 1.1. Name. The name of the Corporation is Bristow Group Inc. The entirety of Section 2.1 of Article II of the Amended and Restated Certificate of Incorporation shall be deleted, and the following section shall be inserted in lieu thereof: Section 2.1. Address. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801 in New Castle County. The name of its registered agent at such address is The Corporation Trust Company. [Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer as of the date first written above. ERA GROUP INC. By: /s/ Christopher S. Bradshaw Name:Christopher Bradshaw Title: President and Chief Executive Officer

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)

I, Christopher S. Bradshaw, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Bristow Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 4, 2021

/s/ Christopher S. Bradshaw

Christopher S. Bradshaw

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)

I, Jennifer D. Whalen, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Bristow Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 4, 2021

/s/ Jennifer D. Whalen

Jennifer D. Whalen

Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bristow Group Inc. (the “Company”) for the period ended June 30, 2021, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Christopher S. Bradshaw, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as appropriate, of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Christopher S. Bradshaw
Name:	Christopher S. Bradshaw
Title:	President and Chief Executive Officer
Date:	August 4, 2021

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bristow Group Inc. (the “Company”) for the period ended June 30, 2021, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jennifer D. Whalen, Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as appropriate, of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Jennifer D. Whalen
Name:	Jennifer D. Whalen
Title:	Senior Vice President and Chief Financial Officer
Date:	August 4, 2021

XML

Cover Page - shares	3 Months Ended
	Jun. 30, 2021	Jul. 30, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-35701
Entity Registrant Name	Bristow Group Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	72-1455213
Entity Address, Address Line One	3151 Briarpark Drive, Suite 700
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
City Area Code	713
Local Phone Number	267-7600
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	VTOL
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Bankruptcy Proceedings, Reporting Current	true
Entity Common Stock, Shares Outstanding		28,259,295
Entity Central Index Key	0001525221
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--03-31
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands		3 Months Ended
		Jun. 30, 2021	Jun. 30, 2020
Revenue:
Revenue		$ 300,602	$ 270,193
Costs and expenses:
General and administrative expenses		37,483	35,394
Merger-related costs		1,735	17,418
Restructuring costs		851	3,012
Depreciation and amortization		23,195	16,356
Total costs and expenses		289,881	268,383
Loss on impairment		(21,934)	(19,233)
Gain on disposal of assets		499	5,522
Losses from unconsolidated affiliates, net		(1,517)	(1,978)
Operating loss		(12,231)	(13,879)
Interest income		66	262
Interest expense		(10,624)	(12,504)
Loss on extinguishment of debt		0	(615)
Reorganization items, net		(446)	0
Loss on sale of subsidiaries		(2,002)	0
Change in fair value of preferred stock derivative liability		0	15,416
Gain on bargain purchase		0	75,433
Other, net		6,184	4,001
Total other income (expense), net		(6,822)	81,993
Income (loss) before income taxes		(19,053)	68,114
Benefit for income taxes		4,842	3,290
Net income (loss)		(14,211)	71,404
Net loss attributable to noncontrolling interests		14	73
Net income (loss) attributable to Bristow Group		$ (14,197)	$ 71,477
Income (loss) per common share:
Basic (in dollars per share)	[1]	$ (0.50)	$ 18.41
Diluted (in dollars per share)	[1]	$ (0.50)	$ 5.16
Weighted average common shares outstanding:
Basic (in shares)	[1]	28,669,417	11,102,611
Diluted (in shares)	[1]	28,669,417	38,988,528
Service
Revenue:
Revenue		$ 288,351	$ 261,508
Costs and expenses:
Operating expenses		214,503	187,555
Reimbursable
Revenue:
Revenue		12,251	8,685
Costs and expenses:
Operating expenses		$ 12,114	$ 8,648

[1] See Note 9 to the condensed consolidated financial statements for details on prior year income (loss) per share and weighted average common shares outstanding.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (14,211)	$ 71,404
Other comprehensive income (loss):
Currency translation adjustments	1,272	3,159
Pension liability adjustment, net	(48)	0
Unrealized gain (loss) on cash flow hedges, net	942	(881)
Total comprehensive income (loss)	(12,045)	73,682
Net loss attributable to noncontrolling interests	14	73
Total comprehensive income (loss) attributable to Bristow Group Inc.	$ (12,031)	$ 73,755

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021
Current assets:
Cash and cash equivalents	$ 244,696	$ 228,010
Restricted cash	3,978	3,069
Accounts receivable, net of allowance for doubtful accounts of $2,200 and $2,300 as of June 30 and March 31, 2021, respectively	198,144	215,620
Inventories	92,894	92,180
Assets held for sale	7,432	14,750
Prepaid expenses and other current assets	30,251	32,119
Total current assets	577,395	585,748
Property and equipment	1,082,116	1,090,094
Accumulated depreciation and amortization	(107,459)	(85,535)
Property and equipment, net	974,657	1,004,559
Investment in unconsolidated affiliates	19,416	37,530
Right-of-use assets	226,970	246,667
Other assets	115,215	117,766
Total assets	1,913,653	1,992,270
Current liabilities:
Accounts payable	63,844	69,542
Accrued wages, benefits and related taxes	43,052	58,595
Income taxes payable and other accrued taxes	18,580	19,972
Deferred revenue	14,436	13,598
Accrued maintenance and repairs	27,610	26,907
Current portion of operating lease liabilities	73,755	77,909
Accrued interest and other accrued liabilities	36,606	22,632
Short-term borrowings and current maturities of long-term debt	16,043	15,965
Total current liabilities	293,926	305,120
Long-term debt, less current maturities	525,571	527,528
Accrued pension liabilities	39,302	44,150
Other liabilities and deferred credits	6,637	6,681
Deferred taxes	33,801	42,430
Long-term operating lease liabilities	152,258	167,718
Total liabilities	1,051,495	1,093,627
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests	0	1,572
Stockholders’ equity:
Common stock, $0.01 par value, 110,000,000 authorized; 28,806,355 and 29,694,071 outstanding as of June 30 and March 31, 2021, respectively	303	303
Additional paid-in capital	690,041	687,715
Retained earnings	212,814	227,011
Treasury shares, at cost; 1,403,267 and 466,700 shares as of June 30 and March 31, 2021, respectively	(35,700)	(10,501)
Accumulated other comprehensive loss	(4,749)	(6,915)
Total Bristow Group Inc. stockholders’ equity	862,709	897,613
Noncontrolling interests	(551)	(542)
Total stockholders’ equity	862,158	897,071
Total liabilities and stockholders’ equity	$ 1,913,653	$ 1,992,270

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CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 2,200	$ 2,300
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	110,000,000	110,000,000
Common stock, shares outstanding (in shares)	28,806,355	29,694,071
Treasury stock (in shares)	1,403,267	466,700

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ (14,211)	$ 71,404
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	26,248	21,493
Deferred income taxes	(7,754)	(6,382)
Loss from extinguishment of debt	0	615
Amortization of deferred financing fees	309	0
Discount amortization on long-term debt	2,050	3,619
Gain on disposal of assets	(499)	(5,522)
Loss on impairment	21,934	19,233
Loss on sale of subsidiaries	2,002	0
Gain on bargain purchase	0	(75,433)
Change in fair value of preferred stock derivative liability	0	(15,416)
Stock-based compensation	2,326	5,185
Equity in earnings from unconsolidated affiliates less than (greater than) dividends received	1,517	3,632
Increase (decrease) in cash resulting from changes in:
Accounts receivable	17,027	10,465
Inventory, prepaid expenses and other assets	(516)	(12,502)
Accounts payable, accrued expenses and other liabilities	(13,992)	(27,257)
Net cash provided by (used in) operating activities	36,441	(6,866)
Cash flows from investing activities:
Capital expenditures	(2,968)	(2,849)
Proceeds from asset dispositions	10,621	11,665
Deposits on assets held for sale	0	20,000
Cash transferred in sale of subsidiaries, net of cash received	(851)	0
Increase in cash from Era merger	0	120,236
Net cash provided by investing activities	6,802	149,052
Cash flows from financing activities:
Debt issuance costs	(1,895)	0
Repayment of debt and debt redemption premiums	(4,002)	(73,387)
Purchase of treasury shares	(21,793)	0
Old Bristow share repurchases	0	(4,807)
Net cash used in financing activities	(27,690)	(78,194)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2,042	302
Net increase in cash, cash equivalents and restricted cash	17,595	64,294
Cash, cash equivalents and restricted cash at beginning of period	231,079	199,121	$ 199,121
Cash, cash equivalents and restricted cash at end of period	248,674	263,415	$ 231,079
Cash paid during the period for:
Interest	1,171	8,372
Income taxes	$ 3,046	$ 2,308

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands		Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests
Redeemable Noncontrolling Interest, Beginning balance at Mar. 31, 2020		$ 0
Mezzanine Equity Preferred Stock, Beginning balance at Mar. 31, 2020		149,785
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock
Share repurchases		(2,151)
Preferred stock share conversion		(146,448)
Preferred stock compensation activity and conversion		(1,186)
Redeemable Noncontrolling Interest, Ending balance at Jun. 30, 2020		0
Mezzanine Equity Preferred Stock, Ending balance at Jun. 30, 2020		0
Beginning balance at Mar. 31, 2020		426,216	$ 1	$ 295,897	$ 139,228	$ 0	$ (8,641)	$ (269)
Beginning balance (in shares) at Mar. 31, 2020	[1]		11,235,566
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share repurchases (in shares)	[1]		(142,721)
Share repurchases		1,263			1,263
Preferred stock share conversion		413,296	$ 4	270,678	142,614
Preferred stock share conversion (in shares)	[1]		34,836,688
Elimination of Old Bristow stock		0	$ (5)	5
Elimination of Old Bristow stock (in shares)	[1]		(45,929,533)
Exchange of common stock		0	$ 231	(231)
Exchange of common stock (in shares)	[1]		23,026,894
Era purchase price		108,340	$ 72	108,268
Era purchase price (in shares)	[1]		7,175,029
Preferred stock compensation activity and conversion		6,370		6,370
Purchase of Company common stock (tax withholding) (in shares)	[1]		(42,199)
Currency translation adjustments		13						13
Net income (loss)		71,404			71,477			(73)
Other comprehensive income (loss)		2,278					2,278
Ending balance at Jun. 30, 2020		1,029,180	$ 303	680,987	354,582	0	(6,363)	(329)
Ending balance (in shares) at Jun. 30, 2020	[1]		30,159,724
Redeemable Noncontrolling Interest, Beginning balance at Mar. 31, 2021		1,572
Mezzanine Equity Preferred Stock, Beginning balance at Mar. 31, 2021		1,572
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock
Sale of noncontrolling interest		(1,572)
Redeemable Noncontrolling Interest, Ending balance at Jun. 30, 2021		0
Mezzanine Equity Preferred Stock, Ending balance at Jun. 30, 2021		0
Beginning balance at Mar. 31, 2021		$ 897,071	$ 303	687,715	227,011	(10,501)	(6,915)	(542)
Beginning balance (in shares) at Mar. 31, 2021		29,694,071	29,694,071
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share award amortization (in shares)			48,851
Share award amortization		$ 2,326		2,326
Stock repurchased (in shares)			(936,567)
Share repurchases		(25,199)				(25,199)
Currency translation adjustments		5						5
Net income (loss)		(14,211)			(14,197)			(14)
Other comprehensive income (loss)		2,166					2,166
Ending balance at Jun. 30, 2021		$ 862,158	$ 303	$ 690,041	$ 212,814	$ (35,700)	$ (4,749)	$ (551)
Ending balance (in shares) at Jun. 30, 2021		28,806,355	28,806,355

[1] Certain shares were reclassified out of common stock issued and into un-issued.

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BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES

BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation and as a direct wholly owned subsidiary of Era. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Quarterly Report on Form 10-Q, references to:

•the “Company”, “Combined Company,” “Bristow”,  “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries;

•“Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and

•“Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the Combined Company) and its subsidiaries prior to consummation of the Merger.

Pursuant to the United States (“U.S.”) generally accepted accounting principles (“GAAP”), the Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and remained the ultimate parent of the Combined Company. As a result, upon the closing of the Merger, Old Bristow’s historical financial statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements since June 12, 2020. Any reference to comparative period disclosures in the Quarterly Report on Form 10-Q refers to Old Bristow.

The Company’s fiscal year ends March 31, and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 2022 is referred to as “fiscal year 2022”.

The condensed consolidated financial information for the three months ended June 30, 2021 and June 30, 2020 has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2021.

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

The condensed consolidated financial information found on this Quarterly Form 10-Q has not been audited by the Company’s independent registered public accounting firm.

Basis of Consolidation

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

Summary of Significant Accounting Policies and Other Accounting Considerations

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

Sale of Subsidiary — During the three months ended June 30, 2021, the Company sold its 75% interest in Hauser Investments Limited (“Hauser”), which owns 100% Sicher Helicopters SAS (“Sicher”), a provider of helicopter services to Colombia’s oil and gas market. The sale resulted in a $2.0 million loss included in loss on sale of subsidiaries on the condensed consolidated statement of operations.

Investment in Unconsolidated Affiliates — The Company has a 25% economic interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry and other general aviation services in Egypt. During the three months ended June 30, 2021, upon evaluating its investment in PAS, the Company identified an indicator for impairment due to a decline in PAS’s performance. As a result, the Company performed a fair valuation of its investment in PAS using a market approach that relied on significant Level III inputs due to the nature of unobservable inputs that required significant judgment and assumptions. The market approach utilized two methods, each yielding similar valuation outcomes through the use of a multiple relevant to each method, derived from select guideline public companies, and an expected dividend rate or earnings of PAS. This resulted in a $16.0 million loss on impairment recorded during the three months ended June 30, 2021. As of June 30, 2021, the investment in PAS was $17.0 million and is included on the condensed consolidated balance sheets in investment in unconsolidated affiliates. PAS is a cost method investment.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations.

Adopted

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This standard also included guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.

Not Yet Adopted

In May 2021, the FASB issued ASU Update No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The purpose of this update is to clarify and reduce diversity in practice for the accounting of certain modifications or exchanges of equity written call options. Under the guidance, an issuer determines

the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt, or for other reasons. The standard will be effective for the Company beginning in fiscal year 2023 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements.

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BUSINESS COMBINATIONS

3 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

Era Group Inc.

On June 11, 2020, the combination of Old Bristow with Era was successfully completed in an all-stock transaction with Era having issued shares of common stock (“Combined Company Common Stock”) to Old Bristow’s stockholders in exchange for such holders shares of common stock in Old Bristow. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). In the Merger, Old Bristow merged with and into Merger Sub, a subsidiary of Era, with Old Bristow remaining as the surviving company and as a subsidiary of Era, the ultimate parent of the Combined Company. Era is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., primarily servicing offshore energy installations. The transaction was structured as an all-stock, reverse-triangular merger, whereby Era issued shares of Combined Company Common Stock to Old Bristow stockholders, allowing it to qualify as a tax free reorganization for U.S. federal income tax purposes. Following the Merger, Era changed its name to Bristow Group Inc., and the Combined Company Common Stock continued to trade on the NYSE under the new ticker symbol VTOL.

While Era was the legal acquirer in the Merger, Old Bristow was determined to be the accounting acquirer, based upon the terms of the Merger and other considerations including that: (i) immediately following completion of the Merger, Old Bristow stockholders owned approximately 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era common stock (“Era Common Stockholders”) owned approximately 23% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Company consisted of eight directors, including six Old Bristow designees. The Merger was accounted for under the acquisition method of accounting under ASC 805, Business Combinations. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The Company completed its assessment of the fair value of assets acquired and liabilities assumed within the required one-year period from the date of acquisition. Management recorded the acquired aircraft at an aggregate fair value of $179.9 million. Based upon the illiquid state of the secondary market, relevant and reliable market data for the Era fleet was not readily available. As a result, the Company derived the fair value of the Era fleet of aircraft from the estimated enterprise value of Era, using the discounted cash flow method of the income approach. The estimated enterprise value of Era was made using principal assumptions such as forecasted revenues and discount rate. All non-aircraft acquired assets and assumed liabilities were valued at fair value, which based upon their nature were more readily determinable. After allocating fair values to all the non-aircraft acquired assets and assumed liabilities, the remaining value was attributed to the aircraft.

The acquisition date fair value of the consideration transferred consisted of the following (in thousands):

Fair value of Combined Company Common Stock issued (1)	$	106,440
Fair value of accelerated stock awards (2)	2,067
Fair value of exchanged stock awards (3)	228
Total consideration transferred	$	108,735
Fair value of redeemable noncontrolling interest	1,501
Total fair value of Era	$	110,236

___________________________ 

(1)Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing market price of Era shares on June 11, 2020, the acquisition date.

(2)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger.

(3)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the pre-Merger vesting period.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands):

Assets acquired:
Cash and cash equivalents	$	120,236
Accounts receivable from non-affiliates	35,079
Prepaid expenses and other current assets	17,598
Inventories	8,826
Property and equipment	223,256
Right-of-use assets	8,395
Other assets	14,792
Total assets acquired	$	428,182
Liabilities assumed:
Accounts payable	$	9,686
Accrued wages, benefits and related taxes	8,319
Income taxes payable	1,791
Deferred revenue	236
Current portion of operating lease liabilities	1,711
Other accrued liabilities	18,474
Short-term borrowings and current maturities of long-term debt	17,485
Long-term debt, less current maturities	136,704
Other liabilities and deferred credits	1,404
Deferred taxes	34,198
Long-term operating lease liabilities	6,845
Total liabilities and redeemable noncontrolling interest assumed	$	236,853
Net assets acquired	$	191,329

The Merger initially resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $75.4 million; after further analysis, during the second quarter of fiscal year 2021, the Company recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to aircraft, redeemable noncontrolling interest and income taxes, resulting in an increase in bargain purchase gain of $5.7 million, for a total of $81.1 million shown as a gain on bargain purchase on the consolidated statements of operations, for the fiscal year ended March 31, 2021. The bargain purchase was a result of a combination of factors including depressed oil and gas prices and market volatility linked to the COVID-19 pandemic between the initial announcement and consummation of the Merger.

Specifically, the Era share price declined from $8.59 to $5.16 between the last trading day prior to the announcement of the Merger and the date the Merger closed. The aggregate Merger consideration was based on an exchange ratio that was fixed and did not fluctuate in the event that the value of Old Bristow’s common stock increased or Era’s common stock decreased, between the date of entry into the Merger agreement and consummation of the Merger.

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended June 30, 2021, as though the Merger had occurred on November 1, 2019, the effective date of Old Bristow’s emergence from the Chapter 11 Cases. The unaudited pro forma financial information is as follows (in thousands)(1):

	Three Months Ended June 30, 2020
Total revenues	$	305,390
Net income	$	18,547
Net income attributable to Bristow Group Inc.	$	18,642

____________________

(1)As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred in August 2020. The Company recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from the pro forma combined Net income and Net income attributable to Bristow Group Inc. for the three months ended June 30, 2020, due to its nonrecurring nature.

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PROPERTY AND EQUIPMENT

3 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

Property and Equipment Acquisitions

The Company made capital expenditures as follows (in thousands):

	Three Months Ended June 30,
	2021		2020
Capital expenditures:
Aircraft and equipment	$	2,250	$	2,757
Land and buildings	718		92
Total capital expenditures	$	2,968	$	2,849

Property and Equipment Dispositions

The following table presents details on the aircraft sold or disposed of (in thousands, except for number of aircraft):

	Three Months Ended June 30,
	2021		2020
Number of aircraft sold or disposed of	3		1
Proceeds from sale or disposal of assets	$	10,621	$	11,665
Deposits on assets held for sale	$	—	$	20,000
Gain on disposal of assets	$	499	$	5,522

During the three months ended June 30, 2021, the Company recognized a $5.9 million loss on impairment in connection with certain aircraft held for sale to reflect the aircraft at expected sales values.

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REVENUES

3 Months Ended

Jun. 30, 2021

Revenue Recognition [Abstract]

REVENUES

REVENUES

Revenue Recognition

The Company derives its revenues primarily from oil and gas flight services, government services and fixed wing services. A majority of the Company’s revenue is generated through two types of contracts: helicopter services, which includes oil and gas, government and other services, and fixed wing services. Revenue is recognized when control of the identified distinct goods or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance obligations and the Company has determined that collection has occurred or is probable of occurring.

The Company determines revenue recognition by applying the following steps:

1.Identify the contract with a customer;

2.Identify the performance obligations in the contract;

3.Determine the transaction price;

4.Allocate the transaction price to the performance obligations; and

5.Recognize revenue as the performance obligations are satisfied.

Operating revenue from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers. Fixed-term contracts typically have original terms of one to five years, subject to provisions permitting early termination by customers. Customers are typically invoiced on a monthly basis with payment terms of 30-60 days.

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

	Three Months Ended June 30,
	2021		2020
Revenues from contracts with customers	$	292,598	$	259,405
Total other revenues	8,004		10,788
Total revenues	300,602		270,193

Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a Government services line of service which includes revenues from U.K. SAR, the U.S. Bureau of Safety and Environmental Enforcement (“BSEE”), and other government contracts. In addition, our Other activities and services (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region in the Current Quarter. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s current lines of service.

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

	Three Months Ended June 30,
	2021		2020
Oil and gas services	$	189,596	$	191,937
Government services(1)	70,436		54,611
Fixed wing services	24,654		11,559
Other services(2)	3,665		3,401
Total operating revenues	$	288,351	$	261,508

____________________ 

(1)Includes revenues of approximately $2.0 million related to government services that were previously included in the oil and gas and other service lines for the three months ended June 30, 2020.

(2)Includes Asia Pacific and certain Europe revenues of approximately $3.5 million that were previously included in the oil and gas service line for the three months ended June 30, 2020.

Contract Assets, Liabilities and Receivables

The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services.

As of June 30 and March 31, 2021, receivables related to services performed under contracts with customers were $160.5 million and $167.3 million, respectively. During the three months ended June 30, 2021, the Company recognized $4.4 million of revenues from outstanding contract liabilities. Contract liabilities related to services performed under contracts with customers were $14.4 million and $13.3 million as of June 30, 2021 and March 31, 2021, respectively. Contract liabilities are primarily generated by fixed wing services where customers pay for tickets in advance of receiving the Company’s services and advanced payments from helicopter services customers. There were no contract assets as of June 30 and March 31, 2021.

Remaining Performance Obligations

Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands):

	Remaining Performance Obligations
	Nine Months Ending March 31, 2022		Fiscal Year Ending March 31,								Total
			2023		2024		2025		2026 and thereafter
Outstanding Service Revenue:
Helicopter contracts	$	305,307	$	232,564	$	192,086	$	159,288	130,461		$	1,019,706
Fixed wing contracts	752		—		—		—		—		752
Total remaining performance obligation revenue	$	306,059	$	232,564	$	192,086	$	159,288	$	130,461	$	1,020,458

Although substantially all of the Company’s revenue is derived under contract, due to the nature of the business, the Company does not have significant remaining performance obligations as its contracts typically include unilateral termination clauses that allow its customers to terminate existing contracts with a notice period of 30 to 365 days. The table above includes

performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties have been excluded. As such, the Company’s actual remaining performance obligation revenue is expected to be greater than what is reflected in the table above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated.

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DEBT

3 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

DEBT

DEBT

Debt as of June 30 and March 31, 2021, consisted of the following (in thousands):

	June 30, 2021		March 31, 2021
6.875% Senior Notes	391,466		391,550
Lombard Debt	144,802		146,006
Airnorth Debt	5,073		5,631
Humberside Debt	273		306
Total debt	541,614		543,493
Less short-term borrowings and current maturities of long-term debt	(16,043)		(15,965)
Total long-term debt	$	525,571	$	527,528

6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year, with the first payment starting on September 1, 2021. The 6.875% Senior Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event or specified asset sale, the Company may be required to repurchase the outstanding balance of the 6.875% Senior Notes As of June 30, 2021, the Company had $8.5 million of unamortized debt issuance costs associated with the 6.875% Senior Notes.

Lombard Debt — During the three months ended June 30, 2021, the Company made $3.3 million in principal payments on the Lombard debt.

ABL Facility — The Company’s asset-backed revolving credit facility (as amended or modified, the “ABL Facility”) matures in April 2023, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are (i) secured by certain accounts receivable owing to the borrower subsidiaries, Bristow Helicopters Limited, Bristow Norway AS, Bristow U.S. LLC and Era Helicopters, LLC (collectively, the “ABL Borrowers”), and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) fully and unconditionally guaranteed as to payment by the Company, as parent guarantor, and each of the ABL Borrowers. The ABL Facility currently provides for commitments in an aggregate amount of $85.0 million, which amount includes a “last in, last out” tranche of revolving loan commitments available to the ABL Borrowers in an aggregate amount not to exceed $5.0 million. The Company retains the ability under the ABL Facility to increase the total commitments up to a maximum aggregate amount of $115.0 million, subject to the terms and conditions therein.

As of June 30, 2021, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the three months ended June 30, 2021. Letters of credit issued under the ABL Facility in the aggregate face amount of $21.3 million were outstanding on June 30, 2021.

LIBOR Transition — In 2020, a number of regulators in conjunction with the FASB and the U.S. Federal Reserve announced their intention to begin the suspension and replacement of the use of LIBOR starting towards the end of calendar year 2021 with a complete phase-out to be undertaken by June 2023. The effects of this transition from LIBOR to an alternative reference rate may impact the Company’s current indebtedness that is tied to LIBOR, in addition to the potential overall financial market disruption as a result of this phase-out. The Company is currently evaluating the potential effects of this announcement on its underlying debt, but it does not expect the impact to be material.

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FAIR VALUE DISCLOSURES

3 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

FAIR VALUE DISCLOSURES

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. The fair values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items.

Assets and liabilities subject to fair value measurement are categorized into one of three different levels depending on the observability of the inputs employed in the measurement, as follows:

•Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2 – inputs that reflect quoted prices for identical assets or liabilities in markets which are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•Level 3 – unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

Fair Value of Debt

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

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

	Carrying Amount		Level 1		Level 2		Level 3
June 30, 2021
LIABILITIES
6.875% Senior Notes(1)	$	391,466	$	—	$	411,361	$	—
Lombard Debt	144,802		—		151,765		—
Airnorth Debt	5,073		—		4,950		—
Humberside Debt	273		—		273		—
	$	541,614	$	—	$	568,349	$	—
March 31, 2021
LIABILITIES
6.875% Senior Notes(1)	$	391,550	$	—	$	398,870	$	—
Lombard Debt	146,006		—		155,270		—
Airnorth Debt	5,631		—		5,656		—
Humberside Debt	306		—		306		—
	$	543,493	$	—	$	560,102	$	—

_________________ 

(1)The carrying value of the 6.875% Senior Notes is net of unamortized debt issuance costs of $8.5 million.

The carrying values are net of unamortized discount as follows (in thousands):

	June 30, 2021		March 31, 2021
Lombard Debt	19,566		21,495
Airnorth Debt	103		154
Total unamortized debt discount	$	19,669	$	21,649

Old Bristow Preferred Stock Embedded Derivative

The fair value of Old Bristow’s preferred stock embedded derivative was estimated on the pre-merger basis, using the income approach, namely a “with” and “without” analysis. The difference between the value of Old Bristow’s preferred stock in the “with” and “without” analyses represented the value of the embedded derivative. Old Bristow was private on the pre-merger basis and hence, the Old Bristow preferred stock value was estimated based on the expected exchange ratio upon the merger. As there was no trading price or any directly observable market information for the embedded derivative itself or Old Bristow’s preferred stock price the fair value of the embedded derivative represents a model value. Due to these facts and circumstances, the fair value of Old Bristow’s Preferred Stock embedded derivative was derived from Level 3 inputs, due to the nature of unobservable inputs that required significant estimates, judgments and assumptions.

Changes in the fair value of the New Preferred Stock derivative liability, carried at fair value, were reported as change in fair value of the preferred stock derivative liability in the condensed consolidated statements of operations. During the three months ended June 30, 2020, the Company recognized non-cash gain of approximately $15.4 million due to an increase in the preferred stock derivative liability related to the embedded derivative in the New Preferred Stock.

The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the three months ended June 30, 2020:

	Significant Unobservable Inputs (Level 3)
Derivative financial instruments:	(in thousands)
March 31, 2020	$	286,182
Change in fair value	(15,416)
Preferred stock shares conversion	(266,846)
Share repurchases	(3,920)
June 30, 2020	$	—

On June 11, 2020, immediately before the Merger was executed, Old Bristow exercised its call right on the preferred stock, allowing Old Bristow to repurchase the shares upon a Fundamental Transaction (which included a merger or consolidation). Upon exercise of the call right, Old Bristow issued 5.17962 shares of Old Bristow’s common stock to the remaining holders of the Preferred Stock for each share of Preferred Stock held. The Old Bristow preferred stock was converted into Old Bristow common stock immediately prior to consummation of the Merger. For further discussion, see Note 7 in the Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Fleet — The Company’s unfunded capital commitments as of June 30, 2021 consisted primarily of agreements to purchase helicopters and totaled $86.0 million, payable beginning in fiscal year 2022. The Company also had $1.3 million of deposits paid on options not yet exercised. All of the Company’s capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately $2.1 million.

Included in these commitments are orders to purchase three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2022. Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company had outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal years 2022 and 2023. The Company may, from time to time, purchase aircraft for which it has no orders.

Other Purchase Obligations — As of June 30, 2021, the Company had $21.1 million of other purchase obligations representing non-cancelable power-by-the-hour (“PBH”) maintenance commitments and unfilled purchase orders for aircraft parts.

General Litigation and Disputes

In July 2021, the Company settled a bankruptcy preference claim related to amounts paid under a termination agreement between Old Bristow and Columbia Helicopters, Inc. The settlement is considered a gain contingency and is expected to result in the receipt of a $9.0 million cash payment to be recognized in the second fiscal quarter.

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

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

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TAXES

3 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

TAXES

TAXES

The Company’s effective tax rate was 25.4% and (4.8)% during the three months ended June 30, 2021 and June 30, 2020, respectively. The effective tax rate in the three months ended June 30, 2021 includes the impact of impairment losses, utilization of net operating losses in certain foreign jurisdictions and adjustment to its valuation allowances against future realization of deductible business interest expense. The Company’s provision for income taxes for the interim period ended June 30, 2021 was prepared by applying the estimated annual income tax rate for the full fiscal year to income from continuing operations, excluding discrete items, for the reporting period. For the interim period ended June 30, 2020, the Company utilized the discrete effective tax rate method to report its provision for income taxes.

The relationship between the Company’s provision for or benefit from income taxes and the Company’s pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, including asset sales, (b) changes in the blend of income that is taxed based on gross revenues or at high effective tax rates versus pre-tax book income or at low effective tax rates and (c) the Company’s geographical blend of pre-tax book

income. Consequently, the Company’s income tax expense or benefit does not change proportionally with the Company’s pre-tax book income or loss. Significant decreases in the Company’s pre-tax book income typically result in higher effective tax rates, while significant increases in pre-tax book income can lead to lower effective tax rates, subject to the other factors impacting income tax expense noted above. The change in the Company’s effective tax rate excluding discrete items for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 primarily related to changes in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions. Additionally, the Company increased its valuation allowances by $0.7 million and released its valuation allowance by $3.3 million for the three months ended June 30, 2021 and 2020, respectively.

Valuation allowances are presented as reductions to the Company’s deferred tax assets. The Company evaluates its deferred tax assets quarterly, which requires significant management judgment to determine the recoverability of these deferred tax assets by assessing whether it is more likely than not that some or all of the deferred tax asset will be realized before expiration. After considering all available positive and negative evidence using a “more likely than not” standard, the Company believes it is appropriate to value against deferred tax assets related to foreign tax credits and certain foreign net operating losses.

The benefit of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the condensed consolidated financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. Interest and penalties, if any, related to uncertain tax positions would be recorded in interest expense and other expense, respectively.

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STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME

3 Months Ended

Jun. 30, 2021

Equity [Abstract]

STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME

STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME

Share Repurchases.

On September 16, 2020, the Board authorized a stock repurchase plan providing for the repurchase of up to $75.0 million of the Company's common stock. Repurchases under the program may be made in the open market, including pursuant to a Rule 10b5-1 plan, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice.

In June 2021, the Company repurchased 933,208 shares of common stock in open market transactions for gross consideration of $25.1 million, which is an average cost per share of $26.89. After these repurchases, as of June 30, 2021, $39.9 million remained of the $75.0 million share repurchase program.

In July 2021, the Company repurchased an additional 547,596 shares of common stock for gross consideration of $14.9 million, which is an average cost per share of $27.24. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program.

Earnings per Share

Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share excludes options to purchase common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):

	Three Months Ended June 30,
	2021		2020
Income (loss):
Net income (loss) attributable to Bristow Group Inc.	$	(14,197)	$	71,477
Less: PIK dividends (1)	—		(12,039)
Plus: Deemed contribution from conversion of preferred stock	—		144,986
Income available to common stockholders – basic	$	(14,197)	$	204,424
Add: PIK dividends	—		12,039
Less: Changes in fair value of preferred stock derivative liability	—		(15,416)
Income (loss) available to common stockholders – diluted	$	(14,197)	$	201,047
Shares:
Weighted average number of common shares outstanding – basic	28,669,417		11,102,611
Net effect of dilutive preferred stock	—		27,885,917
Weighted average number of common shares outstanding – diluted(2)(3)	28,669,417		38,988,528
Earnings per common share - basic	$	(0.50)	$	18.41
Earnings per common share - diluted	$	(0.50)	$	5.16

___________________________

(1)See Note 6 and discussion below for further details on PIK dividends and changes in fair value of preferred stock derivative liability.

(2)Excludes weighted average common shares of 238,599 and 1,622,332 for the three months ended June 30, 2021 and 2020, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.

Stockholders’ Investment, Old Bristow Common Stock and Old Bristow Preferred Stock

In connection with the Merger, the Old Bristow’s preferred stock was converted into Old Bristow common stock, and then all Old Bristow common stock was subsequently converted into the Company’s common stock.

As Old Bristow’s preferred stock could be redeemed in certain circumstances outside of the sole control of Old Bristow (including at the option of the holder), but was not mandatorily redeemable, the Old Bristow preferred stock was classified as mezzanine equity and initially recognized at fair value of $618.9 million as of its Emergence from Voluntary Reorganization under Chapter 11, the “Effective Date”. This amount was reduced by the fair value of the bifurcated derivative liability of $470.3 million as of the Effective Date, resulting in an initial value of $148.6 million. The difference between (a) the carrying value of the embedded derivative of $270.8 million plus the carrying value of the Preferred Stock Host of $148.6 million and (b) the fair value of the Old Bristow Common Stock of $270.7 million paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings, because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock host and embedded derivative.

Prior to the Merger, there were 11,092,845 shares of Old Bristow Common Stock and 6,725,798 shares of Old Bristow Preferred Stock issued and outstanding. Old Bristow repurchased certain shares of Old Bristow Common Stock and shares of Old Bristow Preferred Stock immediately prior to the conversion of the Old Bristow Preferred Stock into Old Bristow Common Stock. The repurchase was accounted for in the same manner as the share conversion and included in the calculation described above. The Old Bristow Preferred Stock was converted into Old Bristow Common Stock at a rate of 5.179562 shares of Old Bristow Common Stock for each share of Old Bristow Preferred Stock.

The Old Bristow Common Stock was then subsequently exchanged for the Combined Company Common Stock, resulting in a total of 24,195,693 shares of Combined Company Common Stock issued to Old Bristow stockholders. This resulted in a total of 30,882,471 shares of Combined Company Common Stock issued and outstanding immediately after consummation of the Merger.

Accumulated Other Comprehensive Income (Loss)

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

	Successor
	Currency Translation Adjustments		Pension Liability Adjustments (1)		Unrealized gain (loss) on cash flow hedges (2)		Total
Balance as of March 31, 2021	$	32,646	$	(37,965)	$	(1,596)	$	(6,915)
Other comprehensive income (loss) before reclassification	1,224		—		1,672		2,896
Reclassified from accumulated other comprehensive loss	—		—		(730)		(730)
Net current period other comprehensive income (loss)	1,224		—		942		2,166
Foreign exchange rate impact	48		(48)		—		—
Balance as of June 30, 2021	$	33,918	$	(38,013)	$	(654)	$	(4,749)

__________________________

(1)Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.

(2)Reclassification of amounts related to cash flow hedges were included as direct costs.

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SEGMENT INFORMATION

3 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

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

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

	Three Months Ended June 30,
	2021		2020
Region revenue from external customers:
Europe	$	174,314	$	166,993
Africa	17,273		31,722
Americas	86,338		59,114
Asia Pacific	22,081		12,258
Corporate and other	596		106
Total region revenue (1)	$	300,602	$	270,193

_________________________________________________ 

(1) The above table represents disaggregated revenue from contracts with customers except for the following (in thousands):

	Three Months Ended June 30,
	2021		2020
Revenues not from contracts with customers:
Europe	$	377	$	342
Americas(1)	7,539		10,372
Asia Pacific	88		74
Corporate and other	—		—
Total region revenue	$	8,004	$	10,788

_________________________________________________ 

(1) Includes revenues of approximately $1.4 million from our unconsolidated affiliate in Canada, Cougar Helicopters Inc. (“Cougar”), previously included in Corporate and other for the three months ended June 30, 2020.

	Three Months Ended June 30,
	2021		2020
Earnings (losses) from unconsolidated affiliates, net – equity method investments:
Americas	(1,517)		(1,978)
Total losses from unconsolidated affiliates, net – equity method investments	$	(1,517)	$	(1,978)
Consolidated operating income (loss):
Europe	$	23,032	$	27,312
Africa	(11,479)		4,849
Americas	12,232		(13,002)
Asia Pacific	(218)		(1,528)
Corporate and other	(36,297)		(37,032)
Gain on disposal of assets	499		5,522
Total consolidated operating loss	$	(12,231)	$	(13,879)
Depreciation and amortization:
Europe	$	9,944	$	8,212
Africa	2,676		1,317
Americas	5,752		2,955
Asia Pacific	1,948		2,006
Corporate and other	2,875		1,866
Total depreciation and amortization	$	23,195	$	16,356

	June 30, 2021		March 31, 2021
Identifiable assets:
Europe	$	1,032,669	$	1,026,042
Africa	145,279		179,445
Americas	535,288		579,169
Asia Pacific	72,304		102,169
Corporate and other	128,113		105,445
Total identifiable assets	$	1,913,653	$	1,992,270

Investments in unconsolidated affiliates – equity method:
Europe	$	680	$	679
Americas	1,736		3,851
Total investments in unconsolidated affiliates – equity method	$	2,416	$	4,530

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BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES (Policies)

3 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation and as a direct wholly owned subsidiary of Era. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Quarterly Report on Form 10-Q, references to:

•the “Company”, “Combined Company,” “Bristow”,  “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries;

•“Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and

•“Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the Combined Company) and its subsidiaries prior to consummation of the Merger.

Pursuant to the United States (“U.S.”) generally accepted accounting principles (“GAAP”), the Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and remained the ultimate parent of the Combined Company. As a result, upon the closing of the Merger, Old Bristow’s historical financial statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements since June 12, 2020. Any reference to comparative period disclosures in the Quarterly Report on Form 10-Q refers to Old Bristow.

The Company’s fiscal year ends March 31, and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 2022 is referred to as “fiscal year 2022”.

The condensed consolidated financial information for the three months ended June 30, 2021 and June 30, 2020 has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2021.

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

The condensed consolidated financial information found on this Quarterly Form 10-Q has not been audited by the Company’s independent registered public accounting firm.

Basis of Consolidation

Basis of Consolidation

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

Reclassifications

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations.

Adopted

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This standard also included guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.

Not Yet Adopted

In May 2021, the FASB issued ASU Update No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The purpose of this update is to clarify and reduce diversity in practice for the accounting of certain modifications or exchanges of equity written call options. Under the guidance, an issuer determines

the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt, or for other reasons. The standard will be effective for the Company beginning in fiscal year 2023 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements.

Revenue Recognition

Revenue Recognition

The Company derives its revenues primarily from oil and gas flight services, government services and fixed wing services. A majority of the Company’s revenue is generated through two types of contracts: helicopter services, which includes oil and gas, government and other services, and fixed wing services. Revenue is recognized when control of the identified distinct goods or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance obligations and the Company has determined that collection has occurred or is probable of occurring.

The Company determines revenue recognition by applying the following steps:

1.Identify the contract with a customer;

2.Identify the performance obligations in the contract;

3.Determine the transaction price;

4.Allocate the transaction price to the performance obligations; and

5.Recognize revenue as the performance obligations are satisfied.

Operating revenue from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers. Fixed-term contracts typically have original terms of one to five years, subject to provisions permitting early termination by customers. Customers are typically invoiced on a monthly basis with payment terms of 30-60 days.

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

	Three Months Ended June 30,
	2021		2020
Revenues from contracts with customers	$	292,598	$	259,405
Total other revenues	8,004		10,788
Total revenues	300,602		270,193

Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a Government services line of service which includes revenues from U.K. SAR, the U.S. Bureau of Safety and Environmental Enforcement (“BSEE”), and other government contracts. In addition, our Other activities and services (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region in the Current Quarter. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s current lines of service.

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

	Three Months Ended June 30,
	2021		2020
Oil and gas services	$	189,596	$	191,937
Government services(1)	70,436		54,611
Fixed wing services	24,654		11,559
Other services(2)	3,665		3,401
Total operating revenues	$	288,351	$	261,508

____________________ 

(1)Includes revenues of approximately $2.0 million related to government services that were previously included in the oil and gas and other service lines for the three months ended June 30, 2020.

(2)Includes Asia Pacific and certain Europe revenues of approximately $3.5 million that were previously included in the oil and gas service line for the three months ended June 30, 2020.

Contract Assets, Liabilities and Receivables

The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services.

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BUSINESS COMBINATIONS (Tables)

3 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The acquisition date fair value of the consideration transferred consisted of the following (in thousands):

Fair value of Combined Company Common Stock issued (1)	$	106,440
Fair value of accelerated stock awards (2)	2,067
Fair value of exchanged stock awards (3)	228
Total consideration transferred	$	108,735
Fair value of redeemable noncontrolling interest	1,501
Total fair value of Era	$	110,236

___________________________ 

(1)Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing market price of Era shares on June 11, 2020, the acquisition date.

(2)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger.

(3)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the pre-Merger vesting period.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands):

Assets acquired:
Cash and cash equivalents	$	120,236
Accounts receivable from non-affiliates	35,079
Prepaid expenses and other current assets	17,598
Inventories	8,826
Property and equipment	223,256
Right-of-use assets	8,395
Other assets	14,792
Total assets acquired	$	428,182
Liabilities assumed:
Accounts payable	$	9,686
Accrued wages, benefits and related taxes	8,319
Income taxes payable	1,791
Deferred revenue	236
Current portion of operating lease liabilities	1,711
Other accrued liabilities	18,474
Short-term borrowings and current maturities of long-term debt	17,485
Long-term debt, less current maturities	136,704
Other liabilities and deferred credits	1,404
Deferred taxes	34,198
Long-term operating lease liabilities	6,845
Total liabilities and redeemable noncontrolling interest assumed	$	236,853
Net assets acquired	$	191,329

Schedule of Unaudited Pro Forma Financial Information

The unaudited pro forma financial information is as follows (in thousands)(1):

	Three Months Ended June 30, 2020
Total revenues	$	305,390
Net income	$	18,547
Net income attributable to Bristow Group Inc.	$	18,642

____________________

(1)As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred in August 2020. The Company recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from the pro forma combined Net income and Net income attributable to Bristow Group Inc. for the three months ended June 30, 2020, due to its nonrecurring nature.

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Capital Expenditures And Aircraft Sold or Disposed of and Impairments on Assets Held-for-sale

The Company made capital expenditures as follows (in thousands):

	Three Months Ended June 30,
	2021		2020
Capital expenditures:
Aircraft and equipment	$	2,250	$	2,757
Land and buildings	718		92
Total capital expenditures	$	2,968	$	2,849

The following table presents details on the aircraft sold or disposed of (in thousands, except for number of aircraft):

	Three Months Ended June 30,
	2021		2020
Number of aircraft sold or disposed of	3		1
Proceeds from sale or disposal of assets	$	10,621	$	11,665
Deposits on assets held for sale	$	—	$	20,000
Gain on disposal of assets	$	499	$	5,522

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REVENUES (Tables)

3 Months Ended

Jun. 30, 2021

Revenue Recognition [Abstract]

Schedule of Disaggregation of Revenue

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

	Three Months Ended June 30,
	2021		2020
Revenues from contracts with customers	$	292,598	$	259,405
Total other revenues	8,004		10,788
Total revenues	300,602		270,193

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

	Three Months Ended June 30,
	2021		2020
Oil and gas services	$	189,596	$	191,937
Government services(1)	70,436		54,611
Fixed wing services	24,654		11,559
Other services(2)	3,665		3,401
Total operating revenues	$	288,351	$	261,508

____________________ 

(1)Includes revenues of approximately $2.0 million related to government services that were previously included in the oil and gas and other service lines for the three months ended June 30, 2020.

(2)Includes Asia Pacific and certain Europe revenues of approximately $3.5 million that were previously included in the oil and gas service line for the three months ended June 30, 2020.

Schedule of Remaining Performance Obligations

The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands):

	Remaining Performance Obligations
	Nine Months Ending March 31, 2022		Fiscal Year Ending March 31,								Total
			2023		2024		2025		2026 and thereafter
Outstanding Service Revenue:
Helicopter contracts	$	305,307	$	232,564	$	192,086	$	159,288	130,461		$	1,019,706
Fixed wing contracts	752		—		—		—		—		752
Total remaining performance obligation revenue	$	306,059	$	232,564	$	192,086	$	159,288	$	130,461	$	1,020,458

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DEBT (Tables)

3 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of debt

Debt as of June 30 and March 31, 2021, consisted of the following (in thousands):

	June 30, 2021		March 31, 2021
6.875% Senior Notes	391,466		391,550
Lombard Debt	144,802		146,006
Airnorth Debt	5,073		5,631
Humberside Debt	273		306
Total debt	541,614		543,493
Less short-term borrowings and current maturities of long-term debt	(16,043)		(15,965)
Total long-term debt	$	525,571	$	527,528

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FAIR VALUE DISCLOSURES (Tables)

3 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of fair value of debt

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

	Carrying Amount		Level 1		Level 2		Level 3
June 30, 2021
LIABILITIES
6.875% Senior Notes(1)	$	391,466	$	—	$	411,361	$	—
Lombard Debt	144,802		—		151,765		—
Airnorth Debt	5,073		—		4,950		—
Humberside Debt	273		—		273		—
	$	541,614	$	—	$	568,349	$	—
March 31, 2021
LIABILITIES
6.875% Senior Notes(1)	$	391,550	$	—	$	398,870	$	—
Lombard Debt	146,006		—		155,270		—
Airnorth Debt	5,631		—		5,656		—
Humberside Debt	306		—		306		—
	$	543,493	$	—	$	560,102	$	—

_________________ 

(1)The carrying value of the 6.875% Senior Notes is net of unamortized debt issuance costs of $8.5 million.

The carrying values are net of unamortized discount as follows (in thousands):

	June 30, 2021		March 31, 2021
Lombard Debt	19,566		21,495
Airnorth Debt	103		154
Total unamortized debt discount	$	19,669	$	21,649

Rollforward of Preferred Stock Embedded Derivative Level 3 Fair Value Measurements

The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the three months ended June 30, 2020:

	Significant Unobservable Inputs (Level 3)
Derivative financial instruments:	(in thousands)
March 31, 2020	$	286,182
Change in fair value	(15,416)
Preferred stock shares conversion	(266,846)
Share repurchases	(3,920)
June 30, 2020	$	—

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STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

3 Months Ended

Jun. 30, 2021

Equity [Abstract]

Schedule of earnings per share, basic and diluted

Diluted earnings per common share excludes options to purchase common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):

	Three Months Ended June 30,
	2021		2020
Income (loss):
Net income (loss) attributable to Bristow Group Inc.	$	(14,197)	$	71,477
Less: PIK dividends (1)	—		(12,039)
Plus: Deemed contribution from conversion of preferred stock	—		144,986
Income available to common stockholders – basic	$	(14,197)	$	204,424
Add: PIK dividends	—		12,039
Less: Changes in fair value of preferred stock derivative liability	—		(15,416)
Income (loss) available to common stockholders – diluted	$	(14,197)	$	201,047
Shares:
Weighted average number of common shares outstanding – basic	28,669,417		11,102,611
Net effect of dilutive preferred stock	—		27,885,917
Weighted average number of common shares outstanding – diluted(2)(3)	28,669,417		38,988,528
Earnings per common share - basic	$	(0.50)	$	18.41
Earnings per common share - diluted	$	(0.50)	$	5.16

___________________________

(1)See Note 6 and discussion below for further details on PIK dividends and changes in fair value of preferred stock derivative liability.

(2)Excludes weighted average common shares of 238,599 and 1,622,332 for the three months ended June 30, 2021 and 2020, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.

Schedule of accumulated other comprehensive income (loss)

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

	Successor
	Currency Translation Adjustments		Pension Liability Adjustments (1)		Unrealized gain (loss) on cash flow hedges (2)		Total
Balance as of March 31, 2021	$	32,646	$	(37,965)	$	(1,596)	$	(6,915)
Other comprehensive income (loss) before reclassification	1,224		—		1,672		2,896
Reclassified from accumulated other comprehensive loss	—		—		(730)		(730)
Net current period other comprehensive income (loss)	1,224		—		942		2,166
Foreign exchange rate impact	48		(48)		—		—
Balance as of June 30, 2021	$	33,918	$	(38,013)	$	(654)	$	(4,749)

__________________________

(1)Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.

(2)Reclassification of amounts related to cash flow hedges were included as direct costs.

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SEGMENT INFORMATION (Tables)

3 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Schedule of revenue by segment

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

	Three Months Ended June 30,
	2021		2020
Region revenue from external customers:
Europe	$	174,314	$	166,993
Africa	17,273		31,722
Americas	86,338		59,114
Asia Pacific	22,081		12,258
Corporate and other	596		106
Total region revenue (1)	$	300,602	$	270,193

_________________________________________________ 

(1) The above table represents disaggregated revenue from contracts with customers except for the following (in thousands):

	Three Months Ended June 30,
	2021		2020
Revenues not from contracts with customers:
Europe	$	377	$	342
Americas(1)	7,539		10,372
Asia Pacific	88		74
Corporate and other	—		—
Total region revenue	$	8,004	$	10,788

_________________________________________________ 

(1) Includes revenues of approximately $1.4 million from our unconsolidated affiliate in Canada, Cougar Helicopters Inc. (“Cougar”), previously included in Corporate and other for the three months ended June 30, 2020.

Operating Performance and Total Assets by Segment

	June 30, 2021		March 31, 2021
Identifiable assets:
Europe	$	1,032,669	$	1,026,042
Africa	145,279		179,445
Americas	535,288		579,169
Asia Pacific	72,304		102,169
Corporate and other	128,113		105,445
Total identifiable assets	$	1,913,653	$	1,992,270

Investments in unconsolidated affiliates – equity method:
Europe	$	680	$	679
Americas	1,736		3,851
Total investments in unconsolidated affiliates – equity method	$	2,416	$	4,530

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BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Organization, Consolidation And Presentation Of Financial Statements [Line Items]
Loss on sale of subsidiaries	$ 2,002	$ 0
Hauser
Organization, Consolidation And Presentation Of Financial Statements [Line Items]
Noncontrolling ownership percentage	75.00%
Hauser | Sicher
Organization, Consolidation And Presentation Of Financial Statements [Line Items]
Noncontrolling ownership percentage	100.00%
Petroleum Air Services
Organization, Consolidation And Presentation Of Financial Statements [Line Items]
Economic interest ownership percentage	25.00%
Loss on investment	$ 16,000
Equity Securities without Readily Determinable Fair Value, Amount	$ 17,000

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BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended			12 Months Ended
	Jun. 11, 2020 USD ($) director $ / shares	Jun. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2021 USD ($)	Jan. 24, 2020 $ / shares
Business Acquisition [Line Items]
Number of directors | director	8
Number of directors designated by Bristow | director	6
Aggregate fair value of aircraft acquired	$ 179,900
Gain on bargain purchase		$ 0		$ 75,433
Era
Business Acquisition [Line Items]
Gain on bargain purchase	$ 75,400				$ 81,100
Bargain purchase gain, increase			$ 5,700
Former Bristow stockholders | Combined Company Common Stock
Business Acquisition [Line Items]
Ownership percentage	77.00%
Era Common Stockholders | Combined Company Common Stock
Business Acquisition [Line Items]
Ownership percentage	23.00%
Era
Business Acquisition [Line Items]
Price per share (in USD per share) | $ / shares	$ 5.16					$ 8.59

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BUSINESS COMBINATIONS - Schedule of Acquisition Date Fair Value (Details) - Era $ in Thousands	Jun. 11, 2020 USD ($)
Business Acquisition [Line Items]
Total purchase price	$ 108,735
Fair value of redeemable noncontrolling interest	1,501
Total fair value of Era	110,236
Common stock
Business Acquisition [Line Items]
Fair value of stock transferred	106,440
Accelerated stock awards
Business Acquisition [Line Items]
Fair value of stock transferred	2,067
Stock awards
Business Acquisition [Line Items]
Fair value of stock transferred	$ 228

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BUSINESS COMBINATIONS - Schedule of Fair Value of Assets and Liabilities (Details) - Era $ in Thousands	Jun. 11, 2020 USD ($)
Business Acquisition [Line Items]
Cash and cash equivalents	$ 120,236
Accounts receivable from non-affiliates	35,079
Prepaid expenses and other current assets	17,598
Inventories	8,826
Property and equipment	223,256
Right-of-use assets	8,395
Other assets	14,792
Total assets acquired	428,182
Accounts payable	9,686
Accrued wages, benefits and related taxes	8,319
Income taxes payable	1,791
Deferred revenue	236
Current portion of operating lease liabilities	1,711
Other accrued liabilities	18,474
Short-term borrowings and current maturities of long-term debt	17,485
Long-term debt, less current maturities	136,704
Other liabilities and deferred credits	1,404
Deferred taxes	34,198
Long-term operating lease liabilities	6,845
Total liabilities and redeemable noncontrolling interest assumed	236,853
Net assets acquired	$ 191,329

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BUSINESS COMBINATIONS - Schedule of Pro Forma Consolidated Financial Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jun. 30, 2020	Jun. 30, 2020
Lider
Business Acquisition [Line Items]
Impairment of investment in unconsolidated affiliates	$ 18,700
Era
Business Acquisition [Line Items]
Total revenues		$ 305,390
Net income		18,547
Net income attributable to Bristow Group Inc.		$ 18,642

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PROPERTY AND EQUIPMENT - Property and Equipment Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 2,968	$ 2,849
Aircraft and equipment
Property, Plant and Equipment [Line Items]
Capital expenditures	2,250	2,757
Land and buildings
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 718	$ 92

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PROPERTY AND EQUIPMENT - Property and Equipment Disposals (Details) $ in Thousands	3 Months Ended
	Jun. 30, 2021 USD ($) aircraft	Jun. 30, 2020 USD ($) aircraft
Property, Plant and Equipment [Abstract]
Number of aircraft sold or disposed of | aircraft	3	1
Proceeds from sale or disposal of assets	$ 10,621	$ 11,665
Deposits on assets held for sale	0	20,000
Gain on disposal of assets	$ 499	$ 5,522

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PROPERTY AND EQUIPMENT - Narrative (Details) $ in Millions	3 Months Ended
	Jun. 30, 2021 USD ($)
Property, Plant and Equipment [Abstract]
Impairment	$ 5.9

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REVENUES - Narrative (Details)	3 Months Ended
	Jun. 30, 2021 USD ($) contract	Mar. 31, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Types of contracts | contract	2
Revenue recognized	$ 4,400,000
Contract with customer, liability	14,400,000	$ 13,300,000
Contract with customer, asset, after allowance for credit loss	$ 0	0
Low
Disaggregation of Revenue [Line Items]
Period of service	1 year
Invoicing payment due period	30 days
Contract termination notice period	30 days
High
Disaggregation of Revenue [Line Items]
Period of service	5 years
Invoicing payment due period	60 days
Contract termination notice period	365 days
Revenue
Disaggregation of Revenue [Line Items]
Contracts with customers	$ 160,500,000	$ 167,300,000

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REVENUES- Schedule of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Revenue Recognition [Abstract]
Revenues from contracts with customers	$ 292,598	$ 259,405
Total other revenues	8,004	10,788
Revenue	$ 300,602	$ 270,193

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REVENUES - Schedule of Revenues by Service Line (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 300,602	$ 270,193
Oil and gas services
Disaggregation of Revenue [Line Items]
Revenue	189,596	191,937
Oil and gas services | Reclassification Adjustment
Disaggregation of Revenue [Line Items]
Revenue		(3,500)
Government services
Disaggregation of Revenue [Line Items]
Revenue	70,436	54,611
Government services | Reclassification Adjustment
Disaggregation of Revenue [Line Items]
Revenue		2,000
Fixed wing services
Disaggregation of Revenue [Line Items]
Revenue	24,654	11,559
Other services
Disaggregation of Revenue [Line Items]
Revenue	3,665	3,401
Other services | Reclassification Adjustment
Disaggregation of Revenue [Line Items]
Revenue		3,500
Service
Disaggregation of Revenue [Line Items]
Revenue	$ 288,351	261,508
Oil and Gas and Other Services | Reclassification Adjustment
Disaggregation of Revenue [Line Items]
Revenue		$ (2,000)

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REVENUES - Remaining Performance Obligations (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 1,020,458
Helicopter contracts
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	1,019,706
Fixed wing contracts
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 752

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REVENUES - Remaining Performance Obligations Total (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 1,020,458
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 306,059
Remaining performance obligation, expected timing	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 232,564
Remaining performance obligation, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 192,086
Remaining performance obligation, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 159,288
Remaining performance obligation, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 130,461
Remaining performance obligation, expected timing	1 year
Helicopter contracts
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 1,019,706
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 305,307
Remaining performance obligation, expected timing	9 months
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 232,564
Remaining performance obligation, expected timing	1 year
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 192,086
Remaining performance obligation, expected timing	1 year
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 159,288
Remaining performance obligation, expected timing	1 year
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 130,461
Remaining performance obligation, expected timing	1 year
Fixed wing contracts
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 752
Fixed wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 752
Remaining performance obligation, expected timing	9 months
Fixed wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 0
Remaining performance obligation, expected timing	1 year
Fixed wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 0
Remaining performance obligation, expected timing	1 year
Fixed wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 0
Remaining performance obligation, expected timing	1 year
Fixed wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 0
Remaining performance obligation, expected timing	1 year

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DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Feb. 28, 2021
Debt Instrument [Line Items]
Long-term debt	$ 541,614	$ 543,493
Less short-term borrowings and current maturities of long-term debt	(16,043)	(15,965)
Total long-term debt	525,571	527,528
Senior Notes | 6.875% Senior Notes
Debt Instrument [Line Items]
Long-term debt	$ 391,466	391,550
Stated interest rate	6.875%		6.875%
Secured Debt | Lombard Debt
Debt Instrument [Line Items]
Long-term debt	$ 144,802	146,006
Secured Debt | Airnorth Debt
Debt Instrument [Line Items]
Long-term debt	5,073	5,631
Secured Debt | Humberside Debt
Debt Instrument [Line Items]
Long-term debt	$ 273	$ 306

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DEBT - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 28, 2021	Jun. 30, 2021	Jun. 30, 2020
Debt Instrument [Line Items]
Repayments of debt		$ 4,002,000	$ 73,387,000
Senior Notes | 6.875% Senior Notes
Debt Instrument [Line Items]
Stated interest rate	6.875%	6.875%
Face amount	$ 400,000,000.0
Proceeds from issuance of long-term debt	$ 395,000,000.0
Unamortized debt issuance costs		$ 8,500,000
Secured Debt | Lombard Debt
Debt Instrument [Line Items]
Repayments of debt		3,300,000
Line of Credit | ABL Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate maximum increase		5,000,000.0
Maximum borrowing capacity		85,000,000.0
Increase limit		115,000,000.0
Aggregate face amount outstanding		$ 21,300,000

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FAIR VALUE DISCLOSURES - Fair Value of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Feb. 28, 2021
Senior Notes | 6.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	6.875%		6.875%
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 541,614	$ 543,493
Carrying Value | Senior Notes | 6.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 391,466	391,550
Stated interest rate	6.875%
Carrying Value | Secured Debt | Lombard Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 144,802	146,006
Carrying Value | Secured Debt | Airnorth Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	5,073	5,631
Carrying Value | Secured Debt | Humberside Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	273	306
Level 1 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	0	0
Level 1 | Fair Value | Senior Notes | 6.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	0	0
Level 1 | Fair Value | Secured Debt | Lombard Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	0	0
Level 1 | Fair Value | Secured Debt | Airnorth Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	0	0
Level 1 | Fair Value | Secured Debt | Humberside Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	0	0
Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	568,349	560,102
Level 2 | Fair Value | Senior Notes | 6.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	411,361	398,870
Level 2 | Fair Value | Secured Debt | Lombard Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	151,765	155,270
Level 2 | Fair Value | Secured Debt | Airnorth Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	4,950	5,656
Level 2 | Fair Value | Secured Debt | Humberside Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	273	306
Level 3 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	0	0
Level 3 | Fair Value | Senior Notes | 6.875% Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	0	0
Level 3 | Fair Value | Secured Debt | Lombard Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	0	0
Level 3 | Fair Value | Secured Debt | Airnorth Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	0	0
Level 3 | Fair Value | Secured Debt | Humberside Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 0	$ 0

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FAIR VALUE DISCLOSURES - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Jun. 11, 2020	Jun. 30, 2021	Jun. 30, 2020
Fair Value Disclosures [Abstract]
Change in fair value of preferred stock derivative liability		$ 0	$ 15,416
Call right, conversion of preferred stock ratio (in shares)	5.17962

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FAIR VALUE DISCLOSURES - Schedule of Unamortized Debt Discount (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unamortized discount	$ 19,669	$ 21,649
Lombard Debt | Secured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unamortized discount	19,566	21,495
Airnorth Debt | Secured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unamortized discount	$ 103	$ 154

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FAIR VALUE DISCLOSURES - Rollforward of Preferred Stock Embedded Derivative (Details) $ in Thousands	3 Months Ended
	Jun. 30, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 286,182
Change in fair value	(15,416)
Preferred stock shares conversion	(266,846)
Share repurchases	(3,920)
Ending balance	$ 0

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COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions	Jul. 31, 2021 USD ($)	Jun. 30, 2021 USD ($) helicopter
Other Commitments [Line Items]
Additional helicopters | helicopter		10
Subsequent Event
Other Commitments [Line Items]
Gain contingency	$ 9.0
Aircraft
Other Commitments [Line Items]
Purchase obligations		$ 86.0
Deposits paid on options not yet exercised		1.3
Unrecorded unconditional purchase obligation balance sheet amount related to liquidated damage		2.1
Other Commitments
Other Commitments [Line Items]
Purchase obligations		$ 21.1
AW189 Heavy Helicopters
Other Commitments [Line Items]
Number of helicopters | helicopter		3
AW169 Light Twin Helicopters
Other Commitments [Line Items]
Number of helicopters | helicopter		5

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TAXES (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Effective income tax rate	25.40%	(4.80%)
Valuation allowance, deferred tax asset, increase (decrease)	$ 0.7	$ (3.3)

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STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Narrative (Details) - USD ($)		1 Months Ended		3 Months Ended
	Jun. 11, 2020	Jul. 31, 2021	Jun. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 16, 2020	Jun. 30, 2020	Jun. 10, 2020	Mar. 31, 2020	Oct. 31, 2019
Class of Stock [Line Items]
Stock repurchase program, authorized amount						$ 75,000,000.0
Stock repurchased (in shares)			933,208
Stock repurchased during period (in dollars per share)			$ 26.89
Share repurchases			$ 25,100,000	$ 25,199,000
Stock repurchase program, remaining authorized repurchase amount			39,900,000	39,900,000
Mezzanine equity, initial fair value										$ 618,900,000
Derivative liability										470,300,000
Mezzanine equity, fair value			0	0	$ 1,572,000		$ 0		$ 149,785,000	148,600,000
Common stock			$ 303,000	$ 303,000	$ 303,000
Common stock, shares issued (in shares)	30,882,471							11,092,845
Preferred stock, shares issued (in shares)								6,725,798
Conversion rate of stock (in shares)	5.179562
Legacy Bristow stockholders
Class of Stock [Line Items]
Common stock, shares issued (in shares)	24,195,693
Carrying Value
Class of Stock [Line Items]
Derivative liability										270,800,000
Common stock										$ 270,700,000
Subsequent Event
Class of Stock [Line Items]
Stock repurchased (in shares)		547,596
Stock repurchased during period (in dollars per share)		$ 27.24
Share repurchases		$ 14,900,000
Stock repurchase program, remaining authorized repurchase amount		$ 25,000,000.0

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STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
		Jun. 30, 2021	Jun. 30, 2020
Income (loss):
Net income (loss) attributable to Bristow Group Inc.		$ (14,197)	$ 71,477
Less: PIK dividends		0	(12,039)
Plus: Deemed contribution from conversion of preferred stock		0	144,986
Income available to common stockholders – basic		(14,197)	204,424
Add: PIK dividends		0	12,039
Less: Changes in fair value of preferred stock derivative liability		0	15,416
Income (loss) available to common stockholders – diluted		$ (14,197)	$ 201,047
Shares:
Weighted average number of common shares outstanding – basic (in shares)	[1]	28,669,417	11,102,611
Net effect of dilutive preferred stock (in shares)		0	27,885,917
Weighted average number of common shares outstanding – diluted (in shares)	[1]	28,669,417	38,988,528
Earnings per common share - basic (in dollars per share)	[1]	$ (0.50)	$ 18.41
Earnings per common share - diluted (in dollars per share)	[1]	$ (0.50)	$ 5.16
Weighted average common shares excluded from computation (in shares)		238,599	1,622,332

[1] See Note 9 to the condensed consolidated financial statements for details on prior year income (loss) per share and weighted average common shares outstanding.

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STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Beginning balance	$ 897,071	$ 426,216
Total comprehensive income (loss)	2,166	2,278
Foreign exchange rate impact	1,272	3,159
Ending balance	862,158	1,029,180
Currency Translation Adjustments
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Beginning balance	32,646
Other comprehensive income (loss) before reclassification	1,224
Reclassified from accumulated other comprehensive loss	0
Total comprehensive income (loss)	1,224
Foreign exchange rate impact	48
Ending balance	33,918
Pension Liability Adjustments
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Beginning balance	(37,965)
Other comprehensive income (loss) before reclassification	0
Reclassified from accumulated other comprehensive loss	0
Total comprehensive income (loss)	0
Foreign exchange rate impact	(48)
Ending balance	(38,013)
Unrealized gain (loss) on cash flow hedges
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Beginning balance	(1,596)
Other comprehensive income (loss) before reclassification	1,672
Reclassified from accumulated other comprehensive loss	(730)
Total comprehensive income (loss)	942
Foreign exchange rate impact	0
Ending balance	(654)
Total
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Beginning balance	(6,915)	(8,641)
Other comprehensive income (loss) before reclassification	2,896
Reclassified from accumulated other comprehensive loss	(730)
Total comprehensive income (loss)	2,166	2,278
Foreign exchange rate impact	0
Ending balance	$ (4,749)	$ (6,363)

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SEGMENT INFORMATION - Narrative (Details)	3 Months Ended
	Jun. 30, 2021 segment region
Segment Reporting [Abstract]
Number of operating segments | segment	1
Number of regions | region	4

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SEGMENT INFORMATION - Revenue by Region (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Revenue from external customers	$ 300,602	$ 270,193
Total other revenues	8,004	10,788
Corporate and other
Segment Reporting Information [Line Items]
Revenue from external customers	596	106
Total other revenues	0	0
Europe | Reportable Geographical Components
Segment Reporting Information [Line Items]
Revenue from external customers	174,314	166,993
Total other revenues	377	342
Africa | Reportable Geographical Components
Segment Reporting Information [Line Items]
Revenue from external customers	17,273	31,722
Americas | Reportable Geographical Components
Segment Reporting Information [Line Items]
Revenue from external customers	86,338	59,114
Total other revenues	7,539	10,372
Americas | Reportable Geographical Components | Reclassification Adjustment
Segment Reporting Information [Line Items]
Total other revenues		1,400
Asia Pacific | Reportable Geographical Components
Segment Reporting Information [Line Items]
Revenue from external customers	22,081	12,258
Total other revenues	$ 88	$ 74

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SEGMENT INFORMATION - Operating Performance and Total Assets by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021
Segment Reporting Information [Line Items]
Total losses from unconsolidated affiliates, net – equity method investments	$ (1,517)	$ (1,978)
Gain on disposal of assets	499	5,522
Operating loss	(12,231)	(13,879)
Depreciation and amortization	23,195	16,356
Total identifiable assets	1,913,653		$ 1,992,270
Total investments in unconsolidated affiliates – equity method	2,416		4,530
Corporate and other
Segment Reporting Information [Line Items]
Operating loss	(36,297)	(37,032)
Depreciation and amortization	2,875	1,866
Total identifiable assets	128,113		105,445
Europe | Reportable Geographical Components
Segment Reporting Information [Line Items]
Operating loss	23,032	27,312
Depreciation and amortization	9,944	8,212
Total identifiable assets	1,032,669		1,026,042
Total investments in unconsolidated affiliates – equity method	680		679
Africa | Reportable Geographical Components
Segment Reporting Information [Line Items]
Operating loss	(11,479)	4,849
Depreciation and amortization	2,676	1,317
Total identifiable assets	145,279		179,445
Americas | Reportable Geographical Components
Segment Reporting Information [Line Items]
Total losses from unconsolidated affiliates, net – equity method investments	(1,517)	(1,978)
Operating loss	12,232	(13,002)
Depreciation and amortization	5,752	2,955
Total identifiable assets	535,288		579,169
Total investments in unconsolidated affiliates – equity method	1,736		3,851
Asia Pacific | Reportable Geographical Components
Segment Reporting Information [Line Items]
Operating loss	(218)	(1,528)
Depreciation and amortization	1,948	$ 2,006
Total identifiable assets	$ 72,304		$ 102,169