vtol-20240630

T able of Contents

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, 2024


☐			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 the 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 (in thousands), par value $0.01 per share, outstanding as of August 2, 2024 was 28,618. The Registrant has no other class of common stock outstanding.

T able of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I. Financial Information

Page

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements

Note 1

Basis of Presentation, Consolidation and Significant Accounting Policies

Note 2

Revenues

Note 3

Related Party Transactions

Note 4

Debt

Note 5

Fair Value Disclosures

Note 6

Derivative Financial Instruments

Note 7

Commitments and Contingencies

Note 8

Note 9

Note 10

Note 11

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Overview

Fleet Information

Results of Operations

Liquidity and Capital Resources

Critical Accounting Estimates

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II. Other Information

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:
Operating revenues	$	352,494	$	311,522	$	681,850	$	604,453
Reimbursable revenues	7,255		7,861		14,993		16,952
Total revenues	359,749		319,383		696,843		621,405

Costs and expenses:
Operating expenses	246,421		240,659		493,785		467,383
Reimbursable expenses	7,212		7,680		14,903		16,671
General and administrative expenses	44,933		44,616		88,280		91,346
Merger and integration costs	—		677		—		1,116

Depreciation and amortization expense	16,848		18,292		34,017		35,737
Total costs and expenses	315,414		311,924		630,985		612,253


Gains (losses) on disposal of assets	(224)		(3,164)		(337)		92
Earnings from unconsolidated affiliates	651		1,279		2,070		2,316
Operating income	44,762		5,574		67,591		11,560

Interest income	2,142		1,527		4,126		2,656
Interest expense, net	(9,385)		(9,871)		(18,857)		(20,135)

Reorganization items, net	—		(39)		—		(83)


Other, net	(83)		(13,037)		(6,284)		(16,463)
Total other income (expense), net	(7,326)		(21,420)		(21,015)		(34,025)
Income (loss) before income taxes	37,436		(15,846)		46,576		(22,465)
Income tax benefit (expense)	(9,245)		14,209		(11,753)		19,303
Net income (loss)	28,191		(1,637)		34,823		(3,162)
Net loss (income) attributable to noncontrolling interests	(34)		—		(61)		3
Net income (loss) attributable to Bristow Group Inc.	$	28,157	$	(1,637)	$	34,762	$	(3,159)
Earnings (losses) per common share:
Basic	$	0.99	$	(0.06)	$	1.22	$	(0.11)
Diluted	$	0.96	$	(0.06)	$	1.19	$	(0.11)
Weighted average shares of common stock outstanding:

SEC Form 10-Q filed by Bristow Group Inc.