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What changed in Bristow Group Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Bristow Group Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+471 added−473 removedSource: 10-K (2024-03-06) vs 10-K (2022-05-31)

Top changes in Bristow Group Inc.'s 2023 10-K

471 paragraphs added · 473 removed · 344 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

108 edited+33 added−31 removed39 unchanged
Biggest changeCurrently rolled over annually 52 Brazil Brazil Pilots National Aeronaut Union (SNA) Agreement expires in November 2022 59 Brazil Brazil Engineers and Employees in Rio de Janeiro (administrative and management) Employee’s Union of the Air Service of Rio de Janeiro (SIMARJ) Agreement expires in November 2022 72 Brazil Brazil Employees Air Service in Cabo Frio Airport (admin, general maintenance, ground support, management) National Union of Air Service Employees (SNAV) Agreements expire in November 2022 67 Nigeria Nigeria Junior and Senior Staff National Union of Air Transport Employee (NUATE)s; Air Transport Services Senior Staff Association of Nigeria (ATSSSAN) Agreements expired in March 2021 18 Nigeria Nigeria Pilots and Engineers Nigerian Association of Airline Pilots and Engineers Agreements expired in March 2021 72 Norway Bristow Norway Engineers Bristow Norge Teknisk Forening (BNTF) Agreement expires in September 2023 138 Norway Bristow Norway Pilots Bristow Norway Rygerforening (BNF) Agreement expired in March 2022 173 Norway Bristow Norway Administration, Rescuemen and Traffic Ops Bristow Norway Teknisk Adminitrativ Forening (BNTAF), Bristow Norway Redningsmenn (BNR) Bristow Norway Operations Parat (BNOP) and Bristow Norway Operations (BNO) Agreements expired in March 2022 94 Trinidad Trinidad Fitters and Handlers Oilfield Workers’ Trade Union (OWTU) Agreement expires in May 2022 31 U.K.
Biggest changeFurthermore, a failure to reach an agreement on certain key issues could result in strikes, lockouts or other work stoppages. 10 Table of Contents The following table sets forth our main employee groups and status of the collective bargaining agreements: Country Employee Group Representatives Status of Agreement Approximate Number of Employees Covered by Agreement as of December 31, 2023 Australia Airnorth Pilots Airnorth Pilots Expired in June 2008 51 Brazil Brazil Pilots National Aeronaut Union (SNA) Expired in November 2023 100 Brazil Brazil Engineers and Employees in Rio de Janeiro (administrative and management) Employee’s Union of the Air Service of Rio de Janeiro (SIMARJ) Expired in November 2023 96 Brazil Brazil Employees Air Service in Cabo Frio Airport (admin, general maintenance, ground support, management) National Union of Air Service Employees (SNAV) Expired in November 2023 95 Falklands Falklands Pilots and Falklands Technical Crew British Airline Pilots Association (BALPA) Expired in March 2023 24 Nigeria Nigeria Junior and Senior Staff National Union of Air Transport Employee (NUATE)s; Air Transport Services Senior Staff Association of Nigeria (ATSSSAN) Expires in March 2024 17 Nigeria Nigeria Pilots and Engineers Nigerian Association of Airline Pilots and Engineers Expires in November 2024 73 Norway Bristow Norway Engineers Bristow Norge Teknisk Forening (BNTF) Expired in September 2023 133 Norway Bristow Norway Pilots Bristow Norway Rygerforening (BNF) Expires in September 2024 166 Norway Bristow Norway Administration Bristow Norway Teknisk Adminitrativ Forening (BNTAF) Expired in September 2023 43 Norway Bristow Norway Rescuemen Bristow Norway Redningsmenn (BNR) Expires September 2024 23 Norway Bristow Norway Traffic Ops Bristow Norway Operations (BNO) Expires in March 2024 41 Trinidad Trinidad Fitters and Handlers Oilfield Workers’ Trade Union (OWTU) Expires in May 2025 30 UK UK Pilots, and Technical Crew British Airline Pilots Association (BALPA) Expired in March 2023 335 UK UK Engineers and Staff UNITE Expires in March 2025 555 UK Humberside Airport Staff UNITE/Unison Expires in May 2024 127 11 Table of Contents Government Regulation Regulatory Matters Globally, our operations are subject to significant regulations and international treaties and conventions.
Customarily, these contracts do not commit our customers to acquire specific amounts of services or minimum flight hours and permit our customers to decrease the number of helicopters under contract with a corresponding decrease in the fixed monthly payments without penalty.
Customarily, these contracts do not commit our customers to acquire specific amounts of services or minimum flight hours and permit our customers to decrease the number of helicopters under contract with a corresponding decrease in the fixed monthly payments with or without penalty.
Norway Our operations in the Norway are subject to E.U. statutes and regulations as Norway is a member of the European Economic Area (EEA) and signatory to the European Common Aviation Area Agreement (ECAA). We carry persons and property in our aircraft pursuant to an operating license issued by the Norwegian Civil Aviation Authority.
Norway Our operations in Norway are subject to E.U. statutes and regulations, as Norway is a member of the European Economic Area (EEA) and signatory to the European Common Aviation Area Agreement (ECAA). We carry persons and property in our aircraft pursuant to an operating license issued by the Norwegian Civil Aviation Authority.
Persons or organizations subject to U.S. jurisdiction may incur heavy fines if they violate ITAR or the EAR. Brazil In Brazil, an operator must be licensed by the National Agency for Civil Aviation. Any change in the licensing requirements could affect the licenses of Bristow Taxi Aéreo S.A (“Bristow Brazil”).
Persons or organizations subject to U.S. jurisdiction may incur heavy fines if they violate the ITAR or the EAR. Brazil In Brazil, an operator must be licensed by the National Agency for Civil Aviation. Any change in the licensing requirements could affect the licenses of Bristow Taxi Aéreo S.A (“Bristow Brazil”).
Certain environmental laws and regulations may expose us to strict, joint and several liability relating to releases of hazardous materials or contamination conditions regardless of whether we were responsible, and even if our operations were in compliance with all applicable laws and regulations at the time they were conducted.
Certain environmental laws and regulations may expose us to strict, joint and several liability relating to releases of hazardous materials or contamination conditions regardless of whether we were responsible, even if our operations were in compliance with all applicable laws and regulations at the time they were conducted.
We do not expect that we will be required to make capital expenditures in the near future that are material to our financial position or operations to comply with environmental laws and regulations; however, given the longer term trend of more expansive and stringent environmental laws and regulations, we cannot predict the ultimate cost of complying with these laws and regulations.
We do not expect that, to comply with environmental laws and regulations, we will be required to make capital expenditures in the near future that are material to our financial position or operations; however, given the longer-term trend of more expansive and stringent environmental laws and regulations, we cannot predict the ultimate cost of complying with these laws and regulations.
Jennifer Whalen has served as our Senior Vice President, Chief Financial Officer since June 2020. In this role, Ms. Whalen is responsible for company accounting, financial reporting, investor relations, strategy and M&A, tax, information technology (IT) and other financial aspects of the Company. Previously, she served as the Senior Vice President, Chief Financial Officer for Era since February 2018. Ms.
Jennifer Whalen has served as our Senior Vice President, Chief Financial Officer since June 2020. In this role, Ms. Whalen is responsible for company accounting, financial reporting, investor relations, strategy and M&A, tax, information technology and other financial aspects of the Company. Previously, she served as the Senior Vice President, Chief Financial Officer of Era since February 2018. Ms.
Our pilots, maintenance technicians and support personnel are committed to our mission to provide safe, efficient and reliable aviation services. We initiated our industry-leading safety program, Target Zero, and are one of three founding members of HeliOffshore, an organization dedicated to collaboration across the offshore helicopter industry to improve safety around the world.
Our pilots, maintenance technicians and support personnel are committed to our mission to provide safe, efficient and reliable aviation services. We initiated our industry-leading safety program, Target Zero, and are one of the founding members of HeliOffshore, an organization dedicated to collaboration across the offshore helicopter industry to improve safety around the world.
These persons include the current and former owner and operator of a contaminated site where a hazardous substance release occurred and any company that transported, disposed of or arranged for the transport or disposal of hazardous substances, even from inactive operations or closed facilities, in connection with such contaminated sites.
These persons can include the current and former owner and operator of a contaminated site where a hazardous substance release occurred and any company that transported, disposed of or arranged for the transport or disposal of hazardous substances, even from inactive operations or closed facilities, in connection with such contaminated sites.
Under such laws, we could be required to remove previously disposed substances and wastes, remediate contaminated property, or perform remedial activities to prevent future contamination. We believe that our operations are currently in material compliance with all environmental laws and regulations.
Under such laws, we could be required to remove previously disposed substances and wastes, remediate contaminated property, or perform remedial activities to prevent future contamination. We believe that our operations are currently in material compliance with all applicable environmental laws and regulations.
We own a 25% interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry as well as spare fixed wing capacity chartered to tourism operators in Egypt. Asia Pacific Australia.
We own a 25% interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry as well as fixed wing capacity chartered to tourism operators in Egypt. Asia Pacific Australia.
Compensation and Benefits — We offer competitive market-based compensation and benefits for the markets in which we operate. Competitive programs are critical to the well-being of our employees and their families, as well as secure the retention and business continuity.
Compensation and Benefits — We offer competitive market-based compensation and benefits for the markets in which we operate. Competitive programs are critical to the well-being of our employees and their families, as well as retention and business continuity.
Technology and Standards — Bristow’s fleet is configured with the latest safety equipment, including Traffic Collision Avoidance Systems (TCAS), Enhanced Ground Proximity Warning Systems (EGPWS) or Helicopter Terrain Awareness and Warning Systems (HTAWS), Automatic Dependent Surveillance- Broadcast (ABS-B), Helicopter Flight Data Monitoring Systems (HFDM), Health and Usage Monitoring Systems (HUMS), satellite communication and flight following systems, and forward facing tail cameras.
Technology and Standards — Bristow’s fleet is configured with the latest safety equipment, including Traffic Collision Avoidance Systems (TCAS), Enhanced Ground Proximity Warning Systems (EGPWS) or Helicopter Terrain Awareness and Warning Systems (HTAWS), Automatic Dependent Surveillance- Broadcast (ADS-B), Helicopter Flight Data Monitoring Systems (HFDM), Health and Usage Monitoring Systems (HUMS), satellite communication and flight following systems, and forward facing tail cameras.
Under the Comprehensive Environmental Response, Compensation and Liability Act, referred to as CERCLA or the Superfund law, and certain comparable state laws, strict, joint and several liability can be imposed without regard to fault or the legality of the original conduct on certain classes of persons that contributed to the release of a hazardous substance into the environment.
Under the Comprehensive Environmental Response, Compensation and Liability Act (referred to as CERCLA or the “Superfund” law), and certain comparable state laws, strict, joint and several liability can be imposed without regard to fault or the legality of the original conduct on certain classes of persons that contributed to the release of a hazardous substance into the environment.
Changes in local laws, regulations or administrative requirements or their interpretation may have a material adverse effect on our business or financial condition or on our ability to continue operations in these areas. 15 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Officers of Bristow Group serve at the pleasure of the Board of Directors.
Changes in local laws, regulations or administrative requirements or their interpretation may have a material adverse effect on our business or financial condition or on our ability to continue operations in these areas. 14 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Officers of Bristow Group serve at the pleasure of the Board of Directors.
We provide aviation services to the offshore energy industry in Nigeria where the market place for our services is predominantly concentrated in the oil rich shallow waters of the Niger Delta area and in support of deepwater exploration. We also provide fixed wing services in the Africa region offering end-to-end transportation services principally for oil and gas industry customers.
We provide aviation services to the offshore energy industry in Nigeria where the market place for our services is predominantly concentrated in the oil rich shallow waters of the Niger Delta area and in support of deepwater exploration and production. We also provide fixed wing services in the Africa region offering end-to-end transportation services principally for energy industry customers.
These reports and filings are also available on the SEC's website at www.sec.gov. In addition, our Corporate Governance Guidelines and other policies, and the Board of Directors’ Audit Committee, Compensation Committee and Environmental, Social and Governance Committee charters are available, free of charge, on our website or in print for stockholders. 17 Table of Contents
These reports and filings are also available on the SEC's website at www.sec.gov. In addition, our Corporate Governance Guidelines and other policies, and the Board of Directors’ Audit Committee, Compensation Committee and Environmental, Social and Governance Committee charters are available, free of charge, on our website or in print for stockholders. 16 Table of Contents
Challenges to safe operations include unanticipated adverse weather conditions, fires, human factors, and mechanical failures that may result in death or injury to personnel, damage to equipment, and other environmental or property damage. We are also subject to regulation by OSHA and comparable state agencies, whose purpose is to protect the health and safety of workers.
Challenges to safe operations include unanticipated adverse weather conditions, fires, human factors, and mechanical failures that may result in death or injury to personnel, damage to equipment, and other environmental or property damage. We are also subject to regulation by Occupational Safety and Health Administration and comparable state agencies, whose purpose is to protect the health and safety of workers.
Heavy helicopters are also used to support SAR operations. • Medium helicopters, which have twin engines, typical passenger capacity of 12, and approximately 450 mile range, are primarily used to support the offshore energy industry, SAR operations, utility services and corporate uses. • Light helicopters, which may have single or twin engines, typical passenger capacity of four to seven, and approximately 300-325 mile range, are used to support a wide range of activities, including the offshore energy industry, utility services and corporate uses.
Heavy helicopters are also used to support SAR operations. • Medium helicopters, which have twin engines, typical passenger capacity of 12, and approximately 450 mile range, are primarily used to support the offshore energy industry, SAR operations, utility services and corporate uses, among other missions. • Light helicopters, which may have single or twin engines, typical passenger capacity of four to seven, and approximately 300-325 mile range, are used to support a wide range of activities, including the offshore energy industry, utility services and corporate uses, among other missions.
Our ability to conduct our helicopter operating business in Brazil is dependent on our ability to maintain the licenses and AOC of our operating entity, Bristow Brazil. Nigeria We are subject to state and local laws and regulations governing our services.
Our ability to operate our helicopter business in Brazil is dependent on our ability to maintain the licenses and AOC of our operating entity, Bristow Brazil. Nigeria We are subject to state and local laws and regulations governing our services.
In addition, we currently have customers in Canada, Chile, India, Mexico and Spain. Global demand for helicopters in support of offshore oil and gas services is affected by offshore exploration and production. The activity levels are affected by prevailing and anticipated oil and gas prices and price volatility, all of which influence capital spending decisions by our customers.
In addition, we currently have customers in Canada, Chile, India, Mexico and Spain. Global demand for helicopters in support of offshore energy services is affected by offshore exploration and production. The activity levels are affected by prevailing and anticipated oil and gas prices and extended periods of price volatility, all of which influence capital spending decisions by our customers.
Day-to-day charter arrangements require either a rate for each hour flown with a minimum number of hours to be charged or a daily fixed fee plus an hourly rate based on hours flown. Our fixed wing services are generally provided through scheduled charter service or regular public transport service.
Day-to-day charter arrangements require either a rate for each hour flown with a minimum number of hours to be charged or a daily fixed fee plus an hourly rate based on hours flown. 7 Table of Contents Our fixed wing services are generally provided through scheduled charter service or regular public transport service.
For purposes of these requirements, a corporation is deemed to 13 Table of Contents be a citizen of the U.S. if no less than 75% of its voting interests are owned or controlled by U.S. citizens, its president is a U.S. citizen, two-thirds or more of the directors are U.S. citizens and it is under the actual control of U.S. citizens.
For purposes of these requirements, a corporation is deemed to be a citizen of the U.S. if no less than 75% of its voting interests are owned or controlled by U.S. citizens, its president is a U.S. citizen, two-thirds or more of the directors are U.S. citizens and it is under the actual control of U.S. citizens.
We also have undertaken proactive measures to reduce aircraft emissions and reduce the environmental impact of our operations by monitoring operational practices to reduce our time running the aircraft on the ground, utilizing a fleet of modern and regularly maintained aircraft supported by the latest technologies, such as flight planning software for payload management, and by partnering with our customers to maximize seat utilization, thus reducing the number of flights required.
We also have undertaken proactive measures to reduce aircraft emissions and reduce the environmental impact of our operations by monitoring operational practices to reduce our time running the aircraft on the ground, utilizing a fleet of efficient and regularly maintained aircraft supported by current technologies, such as flight planning software for payload management, and by partnering with our customers to maximize seat utilization, thus reducing the number of flights required.
Heavy and medium helicopters are most commonly used for crew changes on large offshore production facilities and drilling rigs servicing the oil and gas industry and for SAR operations. See “Item 2. Properties” in this Annual Report on Form 10-K for discussion on our bases and operating facilities.
Heavy and medium helicopters are most commonly used for crew changes on large offshore production facilities and drilling rigs servicing the offshore energy industry and for SAR operations. See “Item 2. Properties” in this Annual Report on Form 10-K for discussion on our bases and operating facilities.
ITAR dictates that information and material pertaining to defense and military related technologies may only be shared with U.S. persons or organizations unless authorization from the U.S. State Department is received or a special exemption is used. We are also subject to the Export Administration Regulations (the “EAR”) that control the export of commercial and “dual use” goods.
ITAR dictates that information and material pertaining to defense and military-related technologies may only be shared with U.S. persons or organizations unless authorization is first received from the U.S. State Department or a special exemption applies. We are also subject to the Export Administration Regulations (the “EAR”), which control the export of commercial and “dual-use” goods.
Historically, the prices for oil and gas and, consequently, the level of activity in the offshore energy industry, have been volatile and subject to a variety of factors beyond our control, including but not limited to customer assessments of offshore drilling prospects compared with land-based opportunities, including oil sands and shale formations; customer assessments of cost, geological opportunity and political stability in host countries; worldwide supply of and demand for oil and natural gas; the price and availability of alternative fuels; the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing; the level of production of non-OPEC countries; the relative exchange rates for the U.S. dollar; and various U.S. and international government policies regarding exploration and development of oil and gas reserves.
Historically, the prices for oil 3 Table of Contents and gas and, consequently, the level of activity in the offshore energy industry, have been volatile and subject to a variety of factors beyond our control, including but not limited to customer assessments of offshore drilling prospects compared with land-based opportunities, including oil sands and shale formations; customer assessments of cost, geological opportunity and political stability in host countries; worldwide supply of and demand for oil and natural gas; the price and availability of alternative fuels; the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing; the level of production of non-OPEC countries; foreign currency exchange rates; and various U.S. and international government policies regarding exploration and development of oil and gas reserves.
We are obligated to comply with U.K. and Export Controls and Economic Sanctions regulations that may restrict the export of designated items to certain persons or destinations. A variety of penalties, both criminal and civil, may be imposed for breaches of these regulations.
We are obligated to comply with UK and Export Controls and Economic Sanctions regulations that may restrict the export of designated items to certain persons or destinations. A variety of penalties, both criminal and civil, may be imposed for breaches of these regulations.
United Kingdom Our operations in the U.K. are subject to the Civil Aviation Act 1982 and other similar English statutes and regulations. We carry persons and property in our aircraft pursuant to an operating license and route license issued by the Civil Aviation Authority (the “CAA”).
United Kingdom Our operations in the UK are subject to the Civil Aviation Act 1982 and other similar English statutes and regulations. We carry persons and property in our aircraft pursuant to an operating license and route license issued by the Civil Aviation Authority (the “CAA”).
Therefore, our organizational documents provide for the automatic reduction of voting rights of shares of our outstanding voting capital stock owned or controlled by non-U.S. citizens, to the extent necessary to comply with these requirements. As of March 31, 2022, we believe that non-U.S. citizens owned less than 25% of our outstanding common stock.
Therefore, our organizational documents provide for the automatic reduction of voting rights of shares of our outstanding voting capital stock owned or controlled by non-U.S. citizens, to the extent necessary to comply with these requirements. As of December 31, 2023, we believe that non-U.S. citizens owned less than 25% of our outstanding common stock.
Our strong safety culture is further exemplified by our status as a founding member of HeliOffshore, an organization dedicated to collaboration across the offshore helicopter industry to improve safety around the world. Human Capital Management With over seven decades of operations, we are one of the largest and longest-serving helicopter operators in the world, with a reputation for operational excellence.
This culture is further exemplified by our status as a founding member of HeliOffshore, an organization dedicated to collaboration across the offshore helicopter industry to improve safety around the world. 9 Table of Contents Human Capital Management With over seven decades of operations, we are one of the largest and longest-serving helicopter operators in the world, with a reputation for operational excellence.
Additionally, we encourage and assist our engine manufacturers, aircraft manufacturers, our customers and other stakeholders to be early and leading adopters of sustainable aviation fuels as we encourage wider availability by our fuel suppliers.
Additionally, we encourage and assist our engine manufacturers, aircraft manufacturers, our customers and other stakeholders to be early and leading adopters of sustainable aviation fuels (“SAF”) as we encourage wider availability of these alternative fuels by our fuel suppliers.
As of March 31, 2022, approximately 60% our employees were covered by union or other collective bargaining agreements. Negotiations over annual salary or other labor matters could result in higher personnel or other costs or increased operational restrictions or disruptions.
As of December 31, 2023, approximately 60% of our employees were covered by union or other collective bargaining agreements. Negotiations over annual salary or other labor matters could result in higher personnel or other costs or increased operational restrictions or disruptions.
Treasury Department’s Office of Foreign Assets Control and other U.S. laws and regulations that prohibit dealings with sanctioned countries and certain other third parties. We are subject to the International Traffic in Arms Regulations (“ITAR”), which controls the export and import of defense-related articles, services and technical data.
Treasury Department’s Office of Foreign Assets Control and other U.S. laws and regulations that prohibit dealings with sanctioned countries, sanctioned entities and sanctioned persons. We are subject to the International Traffic in Arms Regulations (“ITAR”), which controls the export and import of defense-related articles, services and technical data.
Environmental and Social Initiatives Bristow seeks to play a positive role in the communities where we operate by conducting our operations in a way that respects the environment and surrounding communities.
Bristow seeks to play a positive role in the communities where we operate by conducting our operations in a way that respects the environment and surrounding communities.
Failure to comply with these environmental laws and regulations may result in the imposition of administrative, civil and criminal penalties, and we may become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. We may also be subject to civil claims arising out of a pollution event.
Failure to comply with these environmental laws and regulations may result in the imposition of administrative, civil and criminal penalties, regulatory enforcement actions in the form of injunctions and cease-and-desist orders, and civil claims arising out of a pollution event.
The remainder of our oil and gas revenues primarily comes from transporting personnel to, from and between offshore drilling rigs. Deepwater activity continues to be a significant segment of the global offshore oil and gas markets and typically involves significant capital investment and multi-year development plans.
The remainder of our offshore energy revenues primarily come from transporting personnel to, from and between offshore drilling rigs. Deepwater activity continues to be a significant segment of the global offshore energy markets and typically involves significant capital investment and multi-year development plans.
Incumbent operators typically have a competitive advantage in the bidding process based on their relationship with the customer, knowledge of the site characteristics and existing facilities to support the operations.
Incumbent operators typically have a competitive advantage in the bidding process based on their relationship with the customer, knowledge of the scope of work and existing facilities to support the operations.
Foreign Corrupt Practices Act of 1977 (the “FCPA”), which generally prohibits us and our intermediaries from making payments to foreign officials for the purpose of obtaining or keeping business or receiving preferential treatment. We are subject to regulations imposed by the U.S.
Foreign Corrupt Practices Act of 1977 (the “FCPA”), which prohibits us and those acting on our behalf from making payments to foreign officials for the purpose of obtaining or keeping business or receiving preferential treatment. We are subject to regulations imposed by the U.S.
Segment, Markets and Seasonality Aviation services, the single segment in which we conduct our business, is deployed from four regions: Europe, Americas, Africa and Asia Pacific. The current principal markets for our aviation services are in Australia, Brazil, Guyana, the Netherlands, Nigeria, Norway, Suriname, Trinidad, the U.K and the U.S. Gulf of Mexico.
Segment, Markets and Seasonality Aviation services, the single segment in which we conduct our business, is deployed from four regions: Europe, Americas, Africa and Asia Pacific. The current principal markets for our aviation services are in Australia, Brazil, the Dutch Caribbean, the Falkland Islands, the Netherlands, Nigeria, Norway, Suriname, Trinidad, the UK and the U.S. Gulf of Mexico.
For operating contracts, we are required to provide a complete support package including flight crews, helicopter maintenance and management of flight operations. When we lease helicopters to other operators, our customers generally handle the operational support, although in a few instances we do provide technical support, personnel and/or training.
For operating contracts, we are required to provide a complete support package including flight crews, helicopter maintenance and management of flight operations. When we lease helicopters to other operators, our customers generally handle the operational support, although in a few instances we do provide technical support, personnel and/or training. Currently, we have aircraft in 17 different countries under 11 AOCs.
Along with our commitment to safe and reliable operations, we have a corporate social responsibility program and focus on environmental responsibility through daily practices as further described in the following sections.
Along with our commitment to safe and reliable operations, we have a sustainability program that focuses on environmental responsibility through daily practices as further described in the following sections.
Globally our operations are subject to significant regulations where we operate our equipment or where the equipment is registered or operated and international treaties and conventions. Our results of operations and financial condition are dependent upon our ability to maintain compliance with all such applicable laws, regulations, treaties and conventions.
These regulations apply in jurisdictions where we operate our equipment or where the equipment is registered or operated. Our results of operations and financial condition are dependent upon our ability to maintain compliance with all such applicable laws, regulations, treaties and conventions.
Equipment and Services We own and operate three classes of helicopters: • Heavy helicopters, which have twin engines, typical passenger capacity of 16 to 19, and approximately 500 mile range, are primarily used in support of the deepwater offshore energy industry, frequently in harsh environments or in areas with long distances from shore, such as those in the U.S.
We lease helicopters and provide technical support to an operator serving the offshore energy industry and other aviation markets in India. 5 Table of Contents Equipment and Services We own and operate three classes of helicopters: • Heavy helicopters, which have twin engines, typical passenger capacity of 16 to 19, and approximately 500 mile range, are primarily used in support of the deepwater offshore energy industry, frequently in harsh environments or in areas with long distances from shore, such as those in the U.S.
Our workforce is represented by 37 nationalities globally, approximately 25% of our U.S. employees are veterans and approximately 18% of our workforce are women, with 38% serving in management level roles and with half of our executive management team represented by women. In addition, we have racial and ethnic diversity across our global operations.
Our workforce is represented by approximately 47 nationalities globally, approximately 22% of our U.S. employees are veterans and approximately 19% of our workforce are women, with 37% serving in management level roles and with half of our executive management team represented by women. In addition, our workforce includes racial and ethnic diversity across our global operations.
We also own a controlling stake in the Humberside Airport in Kirmington, United Kingdom (the “Humberside Airport”) where we conduct certain of our SAR operations from a base location at the Humberside Airport. Norway. We provide offshore aviation services to a number of energy companies operating in the Norwegian North Sea. Netherlands.
We also own a controlling stake in the Humberside Airport in Kirmington, United Kingdom (the “Humberside Airport”) where we conduct certain of our SAR operations. Norway. We provide offshore aviation services to a number of energy companies operating in the Norwegian Continental Shelf, encompassing the Norwegian North Sea and Barents Sea.
Global benefit offerings include major medical, life, retirement/pension, employee well-being support akin to employee assistance programs in addition to local offerings that vary by country market. As of March 31, 2022, we employed 2,916 individuals, including 757 pilots and 773 mechanics. We consider our relations with our employees to be good.
Global benefit offerings include major medical, life, retirement/pension, employee well-being support akin to employee assistance programs in addition to local offerings that vary by country market. As of December 31, 2023, we employed 3,298 individuals, including 830 pilots and 843 mechanics. We consider our relations with our employees to be good.
In addition, while not the predominant practice, customers may also fulfill their needs by establishing their own flight departments or by facilitating the entry of a new operator in the regions where we operate. Globally, our primary competitors are CHC Group LLC, NHV Group, Omni Helicopters International, S.A. and PHI, Inc. (“PHI”).
In addition, while not the predominant practice, some customers have established their own flight departments to fulfill their needs, or they may facilitate the entry of a new operator in a region where we operate. Globally, our primary competitors are CHC Group LLC, NHV Group, Omni Helicopters International, S.A. and PHI, Inc. (“PHI”).
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.
Our core business of providing aviation services to leading global energy companies and government entities provides us with geographic and customer diversity that helps mitigate risks associated with a single market or customer.
We are also subject to new U.K. corporate criminal offenses for failure to prevent the facilitation of tax evasion pursuant to the Criminal Finances Act 2017, which imposes criminal liability on a company where it has failed to prevent the criminal facilitation of tax evasion by a person associated with us.
We must also abide by the Corporate Criminal Offense rules for failure to prevent the facilitation of tax evasion pursuant to the Criminal Finances Act 2017, which imposes criminal liability on a company where it has failed to prevent the criminal facilitation of tax evasion by a person associated with us.
In addition to our operations in Brazil and Guyana, we operate helicopters in Suriname, and we lease helicopters and provide technical support to air operators in Chile and Mexico. Canada. We own a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“Cougar”), a major aviation services provider in Canada.
We provide offshore aviation services in Trinidad. Latin America, Other. In addition to our operations in Brazil, we operate helicopters in Suriname and also lease helicopters and provide technical support to air operators in Chile and Mexico. Canada. We own a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc.
Environmental Initiatives — In fiscal year 2021, Bristow was one of the first vertical lift operators in the U.K. to obtain International Organization for Standards (ISO) 14001 certification, which certifies that our U.K. operations have an environmental management system in place that monitors, manages, and delivers continuous improvement at our bases of 9 Table of Contents operations.
Environmental Initiatives — Bristow was one of the first vertical lift operators in the UK to obtain International Organization for Standards (“ISO”) 14001 certification, which certifies that our UK operations have an environmental management system in place that monitors, manages, and delivers continuous improvement to systems and procedures at our bases of operations.
In general, the months of December through February in the U.S. Gulf of Mexico have more days of adverse weather conditions than the other months of the year. Additionally, June through November is tropical storm season in the U.S. Gulf of Mexico.
Gulf of Mexico consists primarily of international, independent and major integrated energy companies and the U.S. government. In general, the months of December through February in the U.S. Gulf of Mexico have more days of adverse weather conditions than the other months of the year. Additionally, June through November is tropical storm season in the U.S. Gulf of Mexico.
In the fiscal year ended March 31, 2022, approximately 24% of our total operating revenues were derived from government services, and approximately 9% were derived from fixed wing and other services. 4 Table of Contents Europe We are one of the largest providers of aviation services in the North Sea, where there are harsh weather conditions and geographically concentrated offshore facilities.
For the twelve months ended December 31, 2023, approximately 27% of our total operating revenues were derived from government services, and approximately 9% were derived from fixed wing and other services. Europe We are one of the largest providers of aviation services in the North Sea, where there are harsh weather conditions and geographically concentrated offshore facilities.
For the fiscal year ended March 31, 2022, approximately 67% of our total operating revenues were derived from oil and gas services, including emergency response services, provided to customers primarily engaged in offshore energy exploration, development and production activities.
For the twelve months ended December 31, 2023, approximately 64% of our total operating revenues were derived from offshore energy services, including emergency response services, provided to customers primarily engaged in offshore exploration, development and production activities.
David Stepanek has served as our Executive Vice President, Sales and Chief Transformation Officer since April 2021. In this role, Mr. Stepanek has responsibility for the transformation of the Company’s business mix through strategic diversification into new markets. Mr. Stepanek served as our Executive Vice President, Chief Operating Officer from June 2020 until March 2021.
David Stepanek has served as our Executive Vice President, Chief Transformation Officer since February 2023. In this role, Mr. Stepanek has responsibility for the transformation of the Company’s business mix through strategic diversification into new markets. Mr.
Our North Sea operations are subject to seasonality as drilling activity is lower during the winter months due to harsh weather and shorter days. Our customers in this region are primarily international, independent and major integrated energy companies. U.K. Markets. We provide offshore aviation services to a number of energy companies operating in the U.K. region of the North Sea.
Our North Sea operations are subject to seasonality as drilling activity is lower during the winter months due to harsh weather conditions and shorter days. Our customers in this region are primarily international, independent and major integrated energy companies. UK.
We currently have customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, Guyana, India, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K and the United States (“U.S.”).
We currently have customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, India, Ireland, the Kingdom of Saudi Arabia, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom (“UK”) and the United States (“U.S.”).
Heavy and medium helicopters fly longer distances at higher speeds and can carry heavier payloads than light helicopters and are usually equipped with sophisticated avionics permitting them to operate in more demanding weather conditions and difficult climates.
As offshore energy exploration, development and production moves to deeper water, more heavy and medium helicopters and newer technology helicopters may be required. Heavy and medium helicopters fly longer distances at higher speeds and can carry heavier payloads than light helicopters and are usually equipped with sophisticated avionics permitting them to operate in more demanding weather conditions and difficult climates.
Under the Federal Aviation Act, it is unlawful to operate certain aircraft for hire within the U.S. unless such aircraft are registered with the FAA and the FAA has issued an operating certificate to the operator.
Our U.S. operations are also subject to the Federal Communications Act of 1934, because we use radio facilities in our operations. Under the Federal Aviation Act, it is unlawful to operate certain aircraft for hire within the U.S. unless such aircraft are registered with the FAA and the FAA has issued an operating certificate to the operator.
Upon bidders meeting these criteria, customers typically make their final choice based on operational experience, helicopter preference, aircraft availability, the quality and location of operating bases, customer service, professional reputation and price.
Upon bidders meeting these criteria, customers typically make their decision based on safety performance, operational experience, helicopter performance and type, the quality and location of operating bases, customer service, and price.
Gulf of Mexico, which is a major offshore energy exploration, development and production region and one of the largest oil and gas aviation markets in the world. Our customer base in the U.S. Gulf of Mexico consists primarily of international, independent and major integrated energy companies and the U.S. government.
We are one of the largest providers of aviation services in the U.S. Gulf of Mexico, which is a major offshore energy exploration, development and production region and one of the largest offshore energy aviation markets in the world. Our customer base in the U.S.
Cougar’s operations are primarily focused on serving the offshore energy industry off Canada’s Atlantic coast and in the Arctic. 5 Table of Contents Africa Nigeria.
(“Cougar”), an offshore helicopter services provider in Canada. Cougar’s operations are primarily focused on serving the offshore energy industry off Canada’s Atlantic coast and in the Arctic. Africa Nigeria.
Our licensed professionals are afforded the opportunity for continuing education in their fields of expertise. Diversity and Inclusion — We are committed to attracting and retaining high-performing employees through a diverse talent base and evaluating and promoting throughout our organization based on skills and performance.
Diversity and Inclusion — We are committed to attracting and retaining high-performing employees through a diverse talent base and evaluating and promoting throughout our organization based on skills and performance.
Additionally, we have implemented supporting safety programs that include, among many other features, (i) transition and recurrent training using full-motion flight simulators and other flight training devices, (ii) a FAA approved flight data monitoring program (“FDM”) and (iii) health and usage monitoring systems (“HUMS”), which automatically monitor and report on vibrations and other anomalies on key components of certain helicopters in our fleet. 10 Table of Contents Culture — Our safety culture and the implementation of the Target Zero program is modeled by each employee and led by our President and Chief Executive Officer, who is responsible for setting the tone at the top.
Additionally, we have implemented supporting safety programs that include, among many other features, (i) transition and recurrent training using full-motion flight simulators and other flight training devices, (ii) a Federal Aviation Administration (“FAA”) approved flight data monitoring program (“FDM”) and (iii) health and usage monitoring systems (“HUMS”), which automatically monitor and report on vibrations and other anomalies on key components of certain helicopters in our fleet.
We own a regional fixed wing operator (“Airnorth”), based in Darwin, North Territory, Australia, focused on providing both charter and scheduled services targeting the energy and mining industries in Northern and Western Australia as well as international services to Dili, Timor-Leste. India. We lease helicopters and provide technical support to an operator serving the offshore oil and gas industry.
We own a regional fixed wing operator (“Airnorth”), based in Darwin, North Territory, Australia, focused on providing both charter and scheduled services targeting the energy and mining industries in Northern and Western Australia as well as international services to Dili, Timor-Leste. In general, our operations in Australia experience fewer passengers during the wet season from December through March. India.
To date, such laws and regulations have not had a material adverse effect on our business, financial condition and results of operations. These laws include the federal Water Pollution Control Act, also known as the Clean Water Act, which imposes restrictions on the discharge of pollutants to the navigable waters of the U.S.
These laws include the federal Water Pollution Control Act, also known as the Clean Water Act, which imposes restrictions on the discharge of pollutants to the navigable waters of the U.S.
Master service agreements and subscription agreements typically require a fixed monthly fee plus incremental payments based on flight hours flown. These agreements have fixed terms ranging from one month to ten years and generally may be canceled without penalty upon 30-365 days’ notice and may also include escalation provisions allowing annual rate increases.
These agreements have fixed terms ranging from one month to ten years and generally may, depending on the contract, be cancelled with or without penalty upon 30-365 days’ notice and may also include escalation provisions allowing annual rate increases.
Our Environmental, Social, and Governance Committee of the Board of Directors (the “ESG Committee”) oversees our sustainability initiatives, which include, but are not limited to, prioritizing efforts to reduce our environmental footprint, increasing transparency for our stakeholders, and ensuring our social responsibility program continues to provide value for our employees and the community.
Our Environmental, Social, and Governance Committee of the Board of Directors (the “ESG Committee”) oversees our sustainability initiatives, which include, but are not limited to, developing a robust climate change risk management strategy aligned with the recommendations made by the Task Force on Climate Related Financial Disclosures (“TCFD”), increasing transparency for our stakeholders, and ensuring our social responsibility program continues to provide value for our employees and the community.
Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations.
Our aviation services include personnel transportation, search and rescue (“SAR”), medevac, fixed wing transportation, unmanned systems and ad-hoc helicopter services. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations.
Corbett worked since 1985 in a number of management positions with Baker Hughes Incorporated, including vice president positions in the Middle East, Asia Pacific and Africa, most recently serving as Vice President, Sub Sahara Africa from 2011 to 2014. Crystal Gordon has served as our Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary since June 2020.
Prior to joining Old Bristow in August 2014, Mr. Corbett worked since 1985 in a number of management positions with Baker Hughes Incorporated, including vice president positions in the Middle East, Asia Pacific and Africa, most recently serving as Vice President, Sub Sahara Africa.
Our operations in the U.S. are subject to seasonality where fewer hours of daylight in the winter months may result in fewer flight hours. U.S. Markets. We are one of the largest providers of aviation services in the U.S.
The contract is set to commence in October 2024. Americas We are one of the largest providers of vertical flight services in North America and in a number of South American countries. Our operations in the U.S. are subject to seasonality where fewer hours of daylight in the winter months may result in fewer flight hours. U.S.
Safety, Industry Hazards and Insurance The safety of our passengers and the maintenance of a safe working environment for our employees is our number one core value and highest operational priority. We have a strong safety culture committed to zero accidents and zero harm.
Safety, Industry Hazards and Insurance The safety of our passengers and the maintenance of a safe working environment for our employees is our number one core value and highest operational priority. Aviation services are potentially hazardous and may result in incidents or accidents.
Percentage of Fiscal Year 2022 Operating Revenues Helicopters UAV Fixed Wing Heavy Medium Light Twin Light Single Total (1) Europe 56 % 62 12 — 3 2 — 79 Americas 32 % 20 56 14 27 — — 117 Asia Pacific 6 % — 1 — — — 12 13 Africa 6 % 4 14 — — — 2 20 Total 100 % 86 83 14 30 2 14 229 Aircraft not currently in fleet: On order 3 — 5 — — — 8 _____________ (1) Includes 44 leased aircraft as follows: Leased Aircraft in Consolidated Fleet Helicopters UAV Fixed Wing Heavy Medium Light Twin Light Single Total Europe 26 2 — — 2 — 30 Americas 2 2 — — — — 4 Asia Pacific — 1 — — — 6 7 Africa — 1 — — — 2 3 Total 28 6 — — 2 8 44 The management of our fleet involves a careful evaluation of the expected demand for helicopter services across global markets and the types of helicopters needed to meet this demand.
Percentage of Operating Revenues Helicopters Fixed Wing UAS Heavy Medium Light Twin Light Single Total Europe 55 % 64 7 — 3 — 4 78 Americas 29 % 24 50 11 25 — — 110 Africa 10 % 4 10 3 — 2 — 19 Asia Pacific 6 % — 2 — — 11 — 13 Total 100 % 92 69 14 28 13 4 220 Aircraft not currently in fleet: On order 1 — 5 — — — 6 Under construction 5 6 5 — — — 16 The management of our fleet involves a careful evaluation of the expected demand for helicopter services across global markets and the types of helicopters needed to meet this demand.
Number of Aircraft Type Owned Aircraft Leased Aircraft Aircraft Held For Sale Consolidated Aircraft Maximum Passenger Capacity Average Age (years) (1) Heavy Helicopters: S-92 39 27 — 66 19 12 H225 — — 2 2 19 11 AW189 17 1 — 18 16 6 56 28 2 86 Medium Helicopters: AW139 51 6 — 57 12 11 S-76 C+/C++ 16 — — 16 12 14 S-76D 8 — — 8 12 8 B212 2 — — 2 12 40 77 6 — 83 Light—Twin Engine Helicopters: AW109 4 — — 4 7 15 EC135 10 — — 10 6 13 14 — — 14 Light—Single Engine Helicopters: AS350 17 — — 17 4 24 AW119 13 — — 13 7 15 30 — — 30 Total Helicopters 177 34 2 213 13 Fixed wing 6 8 — 14 UAV — 2 — 2 Total Fleet 183 44 2 229 ______________________ (1) Reflects the average age of helicopters that are owned. 7 Table of Contents The chart below presents the number of aircraft in our fleet and their distribution among the regions in which we operate, the number of helicopters we had on order and the percentage of operating revenues each of our regions provided as of March 31, 2022.
Number of Aircraft Type Owned Aircraft Leased Aircraft Total Aircraft Maximum Passenger Capacity Average Age (years) (1) Heavy Helicopters: S92 38 30 68 19 14 AW189 17 4 21 16 8 S61 2 1 3 19 52 57 35 92 Medium Helicopters: AW139 49 4 53 12 13 S76 D/C++ 15 — 15 12 12 AS365 1 — 1 12 34 65 4 69 Light—Twin Engine Helicopters: AW109 4 — 4 7 17 EC135 9 1 10 6 14 13 1 14 Light—Single Engine Helicopters: AS350 15 — 15 4 25 AW119 13 — 13 7 17 28 — 28 Total Helicopters 163 40 203 15 Fixed Wing 8 5 13 Unmanned Aerial Systems (“UAS”) 4 — 4 Total Fleet 175 45 220 ______________________ (1) Reflects the average age of helicopters that are owned by the Company. 6 Table of Contents The chart below presents the number of aircraft in our fleet as of December 31, 2023, and their distribution among the regions in which we operate, the number of helicopters we had on order and the percentage of operating revenues for each of our regions provided for the twelve months ended December 31, 2023.
Training and Development — We are committed to elevating our employees. All of our employees are required to take periodic trainings that promote the commitment to our core values. Our pilots and mechanics are required to take the latest trainings to ensure they are equipped to operate our aircraft with the best knowledge and experience.
Training and Development — We are committed to elevating our employees. All of our employees are required to take periodic trainings that promote the commitment to our core values: safety, integrity, passion, teamwork and progress.
In most instances, customers charter aircraft on the basis of competitive bidding, and typically an operator must have an acceptable safety record, demonstrated reliability and suitable equipment to bid for work.
Competitive Conditions The aviation services industry is highly competitive globally. Customers seek operators with established safety records and a demonstrated level of capability and competency. In most instances, customers charter aircraft on the basis of competitive bidding, and typically an operator must have an acceptable safety record, demonstrated reliability and suitable equipment to respond to a request for proposal.
In addition, the operations of our customers in the oil and gas exploration, development and production industry are regulated by environmental laws and regulations that may restrict their 14 Table of Contents activities and may result in reduced demand for our services.
In addition, the operations of our customers in the offshore energy exploration, development and production industry are regulated by environmental laws and regulations that may restrict their activities and may result in reduced demand for our services. To date, such laws and regulations have not had a material adverse effect on our business, financial condition and results of operations.
Our employees are some of the most highly regarded experts in vertical flight solutions. We prepare our employees for success through training, competitive benefits packages, and career development. We believe the best way to attract and retain top talent is to invest in our people through creating safe work environments, employee training and multi-level engagement to support their success.
Our employees are some of the most highly regarded experts in vertical flight solutions. We strive to prepare our employees for success through training, competitive benefits packages, and career development. Our success depends on our ability to attract and retain our pilots and mechanics.
Corbett is responsible for the Company’s operations in Australia, Nigeria, Norway and the U.K. Mr. Corbett is also responsible for the Company’s SAR operations. Mr. Corbett served in a similar role at Old Bristow from June 2018 to June 2020. He previously served as Old Bristow’s Vice President, EAMEA from June 2017 to June 2018.
Previously, Mr. Corbett served as Senior Vice President for Europe, Africa, Middle East, Asia and Australia and Search and Rescue from June 2020 to February 2023. Mr. Corbett had served in a similar role at Old Bristow from June 2018 to June 2020. He previously served as Old Bristow’s Vice President, EAMEA from June 2017 to June 2018.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, any businesses or assets that we acquire in the future may underperform; • impact of public health crises, such as pandemics (COVID-19) and epidemics, and any related government policies; • inadequate or unfavorable sources of capital funding; • inherent risks related to our operations, some of which may not be covered by our insurance; • failure to maintain standards of acceptable safety performance; • a concentration of certain helicopter models in our fleet could materially adversely affect our business, financial condition and results of operations should any problems specific to these particular models occur; • the market value of our helicopter fleet is dependent on a number of external factors; • the level of activity in the North Sea and the U.S.
Biggest changeRisks Related to Our Business • inherent risks related to our operations, some of which may not be covered by our insurance; • failure to maintain standards of acceptable safety performance; • a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopter and fixed wing aircraft, including significant delays in the delivery of parts for our S92 fleet, and supplier cost increases; • dependence on a small number of helicopter manufacturers and lessors; • a concentration of certain helicopter models in our fleet could materially adversely affect our business, financial condition and results of operations should any problems specific to these particular models occur; • failure to attract, train and retain skilled personnel; • collective bargaining or union agreements covering certain of our employees will be renegotiated in 2024; • foreign exchange risks and controls may affect our financial position and results of operations; • inflation may continue to adversely affect us by increasing costs beyond what we can recover through price increases and limit our ability to enter into future traditional debt financing; • the market value of our helicopter fleet is dependent on a number of external factors; • inadequate or unfavorable sources of capital funding; • failure to effectively manage acquisitions, divestitures, investments, joint ventures and other portfolio actions could adversely impact our operating results and any future acquisitions may underperform; • the level of activity in the North Sea and the U.S.
However, offshore energy companies are continually seeking to implement measures aimed at greater cost savings, including efforts to accept lesser quality services, otherwise improve cost efficiencies with respect to air transportation services, or to provide other alternatives for transportation, such as boats.
However, offshore energy companies are continually seeking to implement measures aimed at greater cost savings, including efforts to accept lesser quality services, to otherwise improve cost efficiencies with respect to air transportation services, or to provide other alternatives for transportation, such as boats.
These activity levels are principally affected by trends in, and expectations regarding, oil and natural gas prices, as well as the capital expenditure budgets of offshore energy companies and shifts in technology for energy exploration, development and production. We cannot predict future exploration, development and production activity or oil and gas price movements.
These activity levels are principally affected by trends in, and expectations regarding, oil and natural gas prices, as well as the capital expenditure budgets of offshore energy companies and shifts in technology for energy exploration, development and production. We cannot predict future exploration, development and production activity or offshore energy price movements.
In such cases, we partner with local persons, but there is no assurance regarding which foreign governmental regulations may be applicable in the future to our helicopter operations and whether we would be able to comply with them.
In such cases, we partner with local persons, but there is no assurance regarding which foreign governmental regulations may be applicable to our helicopter operations in the future and whether we would be able to comply with them.
These restrictions may also have a material adverse impact on the liquidity or market value of our common stock because stockholders may be unable to transfer our common stock to persons who are not citizens of the U.S. and because persons who are not citizens of the U.S. may be unable or unwilling to hold shares of our common stock the voting rights of which have been reduced.
These restrictions may also have a material adverse impact on the liquidity or market value of our common stock because stockholders may be unable to transfer our common stock to persons who are not citizens of the U.S. and because persons who are not U.S. citizens may be unable or unwilling to hold shares of our common stock the voting rights of which have been reduced.
Loss of the services of key management personnel at our corporate and regional headquarters without being able to attract personnel of equal ability could have a material adverse effect upon us. Further, Title 49—Transportation of the United States Code of Federal Regulations and other statutes require our President and two-thirds of the Board and other managing officers be U.S. citizens.
Loss of the services of key management personnel at our corporate and regional headquarters without being able to attract personnel of equal ability could have a material adverse effect upon us. Further, Title 49—Transportation of the United States Code of Federal Regulations and other statutes require our President, two-thirds of the Board and other managing officers be U.S. citizens.
Although we have implemented policies and procedures designed to ensure compliance with these laws, there can be no assurance that all of our employees, contractors, agents and business partners will not take action in violation of our internal policies and applicable law and any such violation could have a material adverse effect on our business, financial condition and results of operations.
Although we have implemented policies and procedures designed to ensure compliance with these laws, there can be no assurance that all of our employees, contractors, agents and business partners will not take action in violation of our internal policies or applicable law and any such violation could have a material adverse effect on our business, financial condition and results of operations.
If any agencies experience reductions in their budgets or if the a government changes its spending or service priorities, it may substantially reduce or cease using our services, which could have a material adverse effect on our business, financial condition and results of operations.
If any agencies experience reductions in their budgets or if a government changes its spending or service priorities, it may substantially reduce or cease using our services, which could have a material adverse effect on our business, financial condition and results of operations.
Further, newer, more technologically advanced aircraft may be more desirable, and the presence of those aircraft in our fleet and those of our competitors may decrease the demand for other aircraft in our fleet and decrease the resale value of those other aircraft. This could have adversely affect our financial condition, results of operations and cash flows.
Further, newer, more technologically advanced aircraft may be more desirable, and the presence of those aircraft in our fleet and those of our competitors may decrease the demand for other aircraft in our fleet and decrease the resale value of those other aircraft. This could adversely affect our financial condition, results of operations and cash flows.
Inflation may adversely affect us by increasing costs beyond what we can recover through price increases and limit our ability to enter into future traditional debt financing.
Inflation may continue to adversely affect us by increasing costs beyond what we can recover through price increases and limit our ability to enter into future traditional debt financing.
The trading price of our common stock may be volatile and subject to wide price fluctuations in response to various factors, including: • market conditions in the broader stock market; • commodity prices, including oil and gas prices and the perceived level of offshore oil and gas activities; • actual or anticipated fluctuations in our and our competitors’ quarterly financial condition and results of operations; • introduction of new equipment or services by us or our competitors; • grounding of all or a portion of our fleet; • issuance of new or changed securities analysts’ reports or recommendations or a lack of coverage by securities analysts; 37 Table of Contents • policies of investors, including pension funds, to divest investments in the oil and gas sector based on their environmental and social considerations; • sales, or anticipated sales, of large blocks of our common stock; • business or asset acquisitions or dispositions; • additions or departures of key personnel; • regulatory or political developments, including those related to budget appropriations; • litigation and governmental investigations; • a negative shift in sentiment toward the oil and gas industry; • technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging and other technical trading factors; and • changing economic conditions.
The trading price of our common stock may be volatile and subject to wide price fluctuations in response to various factors, including: • market conditions in the broader stock market; • commodity prices, including offshore energy prices and the perceived level of offshore energy activities; 36 Table of Contents • actual or anticipated fluctuations in our and our competitors’ quarterly financial condition and results of operations; • introduction of new equipment or services by us or our competitors; • grounding of all or a portion of our fleet; • issuance of new or changed securities analysts’ reports or recommendations or a lack of coverage by securities analysts; • policies of investors, including pension funds, to divest investments in the offshore energy sector based on their environmental and social considerations; • sales, or anticipated sales, of large blocks of our common stock; • business or asset acquisitions or dispositions; • additions or departures of key personnel; • regulatory or political developments, including those related to budget appropriations; • litigation or governmental investigations; • a negative shift in sentiment toward the offshore energy industry; • technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging and other technical trading factors; and • changing economic conditions.
Shares held by persons who are not citizens of the U.S. may lose their associated voting rights and be redeemed as a result of these provisions.
Shares held by persons who are not U.S. citizens may lose their associated voting rights and be redeemed as a result of these provisions.
Because our business depends on the level of activity in the offshore oil and gas industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties or international agreements reduce the worldwide demand for oil and gas or limit drilling opportunities.
Because our business depends on the level of activity in the offshore energy industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties or international agreements reduce the worldwide demand for offshore energy or limit drilling opportunities.
Inflation has adversely affected us by increasing costs of critical components, aircraft and equipment, labor, and other services we may rely on, and continued inflationary pressures could prevent us from operating at capacity, decreasing our revenues or having an adverse effect on our profitability. In addition, inflation is often accompanied by higher interest rates.
Inflation has adversely affected us by increasing costs of critical components, aircraft and equipment, labor, and other services we may rely on, and continued inflationary pressures could prevent us from operating at capacity, decreasing our revenues or having an adverse effect on our profitability. In addition, inflation is often, and has recently been, accompanied by higher interest rates.
Our potential future upgrades, refinements, tools and measures may not be completely effective or result in the anticipated improvements, if at all, and may cause disruptions in our business operations. In addition, a cyberattack or security breach could go undetected for an extended period of time, and the ensuing investigation of the incident would take time to complete.
Our potential future upgrades, refinements, tools and measures may not be completely effective or result in the anticipated improvements, if at all, and may cause disruptions in our business operations. Furthermore, a cyberattack or security breach could go undetected for an extended period of time, and the ensuing investigation of the incident would take time to complete.
Consolidation of and asset sales by our customer base could materially adversely affect demand for our services and reduce our revenues. Many of our customers are international, independent and major integrated oil and gas exploration, development and production companies and offshore energy companies. In recent years, these companies have undergone substantial consolidation and engaged in sales of specific assets.
Consolidation of and asset sales by our customer base could materially adversely affect demand for our services and reduce our revenues. Many of our customers are international, independent and major integrated offshore energy exploration, development and production companies and offshore energy companies. In recent years, these companies have undergone substantial consolidation and engaged in sales of specific assets.
A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including through the investment and voting practices of investment advisers, proxy advisory firms, public pension funds, universities and other members of the investing community.
A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to sustainability matters, including through the investment and voting practices of investment advisers, proxy advisory firms, public pension funds, universities and other members of the investing community.
These activities are especially relevant to us in light of our participation in the energy industry and therefore could reduce demand for our services, reduce our profits, increase the potential for investigations and litigation, impair our brand and have negative impacts on the price of our common stock and access to capital markets.
These activities are especially relevant to us in light of our participation in the energy industry and therefore could reduce demand for our services, reduce our profits, increase the potential for investigations and litigation and thereby increase our costs, impair our brand and have negative impacts on the price of our common stock and access to capital markets.
In addition, many of our contracts permit our customers to decrease the number of aircraft under contract with a corresponding decrease in the fixed monthly payments without penalty. As a result, you should not place undue reliance on the strength of our customer contracts or the terms of those contracts. Our U.K.
In addition, many of our contracts permit our customers to decrease the number of aircraft under contract with a corresponding decrease in the fixed monthly payments without penalty. As a result, you should not place undue reliance on the strength of our customer contracts or the terms of those contracts.
Gulf of Mexico experienced several significant hurricanes in 2021, 2020 and 2019, which some weather analysts believe is consistent with a period of greater hurricane activity. During a tropical storm, hurricane or cyclone, we are unable to operate in the area of the storm.
Gulf of Mexico experienced several significant hurricanes in 2022, 2021, and 2020, which some weather analysts believe is consistent with a period of greater hurricane activity. During a tropical storm, hurricane or cyclone, we are unable to operate in the area of the storm.
Our long-term success depends on our ability to effectively address the energy transition and adequately implement our environmental, social and governance initiatives, which will require, among other things, reducing emissions and the environmental impact of our existing operations, integrating electric aircraft and ground support vehicles, adapting to potentially changing government requirements and customer preferences, as well as engaging with our customers to develop solutions to decarbonize oil and gas operations.
Our long-term success depends on our ability to effectively address the energy transition and adequately implement our environmental, social and governance initiatives, which will require, among other things, reducing emissions and the environmental impact of our existing operations, integrating electric aircraft and ground support vehicles, adapting to potentially changing government requirements and customer preferences, as well as engaging with our customers to develop solutions to decarbonize offshore energy operations.
Historically, the prices for oil and gas and activity levels have been volatile and are subject to factors beyond our control, such as: • the supply of and demand for oil and gas and market expectations for such supply and demand; • actions of OPEC+ to control prices or change production levels; • increased supply of oil and gas resulting from onshore hydraulic fracturing activity and shale development; • general economic conditions, both worldwide and in particular regions; • governmental regulation; • the price and availability of alternative fuels; • weather conditions, including the impact of hurricanes and other weather-related phenomena; • advances in exploration, development and production technology, including in connection with the extraction of unconventional oil and natural gas resources; • technology developments impacting energy consumption; • the changing environmental and social landscape, including in respect of the energy transition; • the policies of various governments regarding exploration and development of their oil and gas reserves; and • the worldwide political environment, including the armed conflict in Ukraine and associated economic sanctions on Russia, Nigeria or other geographic areas, or further acts of terrorism in the U.K., U.S. or elsewhere.
Historically, the prices for oil and gas and activity levels have been volatile and are subject to factors beyond our control, such as: 30 Table of Contents • the supply of and demand for offshore energy and market expectations for such supply and demand; • actions of OPEC+ to control prices or change production levels; • increased supply of offshore energy resulting from onshore hydraulic fracturing activity and shale development; • general economic conditions, both worldwide and in particular regions; • governmental regulation; • the price and availability of alternative fuels; • weather conditions, including the impact of hurricanes and other weather-related phenomena; • advances in exploration, development and production technology, including in connection with the extraction of unconventional oil and natural gas resources; • technology developments impacting energy consumption; • the changing environmental and social landscape, including in respect of the energy transition; • the policies of various governments regarding exploration and development of their offshore energy reserves; and • the worldwide political environment, including the armed conflict in Ukraine and associated economic sanctions on Russia, Nigeria or other geographic areas, or further acts of terrorism in the UK, U.S. or elsewhere.
While diversification into other aviation services is intended over the long term to grow the business, offset the cyclical nature of the underlying oil and gas business and transition our customer base away from traditional oil and gas activities, we cannot be certain that benefits associated with those other lines of business will be realized at any point or that the costs of entry into such other lines of business, including non-economic costs such as management focus on such new lines of business instead of or in addition to our core business, won’t ultimately exceed the benefit derived from these businesses.
While diversification into other aviation services is intended over the long term to grow the business, offset the cyclical nature of the underlying offshore energy business and transition our customer base away from traditional offshore energy activities, we cannot be certain that benefits associated with those other lines of business will be realized at any point or that the costs of entry into such other lines of business, including non-economic costs such as management focus on such new lines of business instead of or in addition to our core business, won’t ultimately exceed the benefit derived from these businesses.
The fair market value of each of our helicopters is dependent upon a variety of factors, including: • general economic and market conditions and, in particular, those affecting the oil and gas industry, including the price of oil and gas and the level of oil and gas exploration, development and production; • the number of comparable helicopters servicing the market; • the types and sizes of comparable helicopters available for sale or lease; • historical issues with helicopters of the same model; • the specific age and attributes of the helicopter; • demand for the helicopter in different industries; • the level of support provided by manufacturers; and • changes in regulation or competition from other air transport companies and other modes of transportation.
The fair market value of each of our helicopters is dependent upon a variety of factors, including: • general economic and market conditions and, in particular, those affecting the offshore energy industry, including the price of offshore energy and the level of offshore energy exploration, development and production; • the number of comparable helicopters servicing the market; • the types and sizes of comparable helicopters available for sale or lease; • historical issues with helicopters of the same model; • the specific age and attributes of the helicopter; • demand for the helicopter in different industries; • the level of support provided by manufacturers; and • changes in regulation or competition from other air transport companies and other modes of transportation.
We give to and receive from our customers indemnities relating to damages caused or sustained by us in connection with our operations. Our customers often seek to capitalize on their market leverage to shift responsibility for risk.
We give to and receive from our customers indemnities relating to damages caused or sustained by us in connection with our operations. Our customers often seek to capitalize on their market leverage by shifting responsibility for risk.
In recent years, there has been increased Congressional scrutiny of discretionary program spending by the U.S. government in light of concerns over the size of the national debt and lawmakers have discussed the need to cut or impose caps on discretionary spending, which could result in budget cuts to federal agencies to which we provide services.
In recent years, there has been increased Congressional scrutiny of discretionary program spending by the U.S. government in light of concerns over the size 28 Table of Contents of the national debt and lawmakers have discussed the need to cut or impose caps on discretionary spending, which could result in budget cuts to federal agencies to which we provide services.
Changes in commodity prices can have a significant effect on demand for our services, and periods of low activity intensify price competition in the industry and often result in lower utilization rates for our aircraft, including potentially being idle for long periods of time. 28 Table of Contents We have several significant competitors in the North Sea, Nigeria, the U.S.
Changes in commodity prices can have a significant effect on demand for our services, and periods of low activity intensify price competition in the industry and often result in lower utilization rates for our aircraft, including potentially being idle for long periods of time. We have several significant competitors in the North Sea, Nigeria, the U.S.
If alternative long-term uses were not identified for these facilities, we could incur recurring fixed expenses for these non-revenues producing assets if we were unable to sell them to a replacement contractor or other party in the event the U.K. SAR contract is terminated. Our customers may shift risk to us.
If alternative long-term uses were not identified for these facilities, we could incur recurring fixed expenses for these non-revenues producing assets if we were unable to sell them to a replacement contractor or other party in the event the UK SAR contract is terminated. Our customers may shift risk to us.
Further, any reductions in the budgets of governmental agencies for spending on aviation services, implementation of cost saving measures by governmental agencies, including the DfT and the BSEE, imposed modifications of contract terms or delays in collecting receivables owed to us by our governmental agency customers could have an adverse effect on our business, financial condition and results of operations.
Further, any reductions in the budgets of governmental agencies for spending on aviation services, implementation of cost saving measures by governmental agencies, imposed modifications of contract terms or delays in collecting receivables owed to us by our governmental agency customers could have an adverse effect on our business, financial condition and results of operations.
These factors include, but are not limited to, the following: • uncertain or volatile political, social and economic conditions; • exposure to expropriation, nationalization, deprivation or confiscation of our assets or the assets of our customers, or other governmental actions; • social unrest, acts of terrorism, war or other armed conflict; • public health crises and other catastrophic events, such as the COVID-19 pandemic; • confiscatory taxation or other adverse tax policies; • theft of, or lack of sufficient legal protection for, proprietary technology and other intellectual property; • deprivation of contract rights; • trade and economic sanctions or other restrictions imposed by the U.K. the United States or other regions or countries that could restrict or curtail our ability to operate in certain markets; • unexpected changes in legal and regulatory requirements, including changes in interpretation or enforcement of existing laws; • restrictions on the repatriation of income or capital; 23 Table of Contents • currency exchange controls; • inflation; and • currency exchange, rate fluctuations and devaluations.
These factors include, but are not limited to, the following: • uncertain or volatile political, social and economic conditions; • exposure to expropriation, nationalization, deprivation or confiscation of our assets or the assets of our customers, or other governmental actions; • social unrest, acts of terrorism, war or other armed conflict; • public health crises and other catastrophic events, such as the COVID-19 pandemic; • confiscatory taxation or other adverse tax policies; 24 Table of Contents • theft of, or lack of sufficient legal protection for, proprietary technology and other intellectual property; • deprivation of contract rights; • trade and economic sanctions or other restrictions imposed by the UK the U.S. or other regions or countries that could restrict or curtail our ability to operate in certain markets; • unexpected changes in legal and regulatory requirements, including changes in interpretation or enforcement of existing laws; • restrictions on the repatriation of income or capital; • currency exchange controls; • inflation; and • currency exchange, rate fluctuations and devaluations.
Although we have some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations, it depends 30 Table of Contents significantly on the continued performance of our vendors and service providers to maintain supply integrity. Consequently, we can neither predict nor guarantee the continued timely availability of aircraft fuel throughout our operations.
Although we have some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations, it depends significantly on the continued performance of our vendors and service providers to maintain supply integrity. Consequently, we can neither predict nor guarantee the continued timely availability of aircraft fuel throughout our operations.
Our loss of one of these significant customers, if not offset by sales to new or other existing customers, could have a material adverse effect on our business, financial condition and results of operations. See discussion of our customers and contractual arrangements in the “Business” section of this Annual Report.
Our loss of one of these significant customers, if not offset by sales to new or other existing customers, could have a material adverse effect on our business, financial condition and results of operations. See discussion of our customers and contractual arrangements in the “Business” section of this Annual Report on Form 10-K.
Further, actions of the Biden administration could negatively impact oil and gas operations in the U.S. in and favor of renewable energy projects. If activity in oil and gas exploration, development and production in either the U.S. Gulf of Mexico or the North Sea materially declines, our business, financial condition and results of operations could be materially and adversely affected.
Further, actions of the Biden administration could negatively impact offshore energy operations in the U.S. in and favor of renewable energy projects. If activity in offshore energy exploration, development and production in either the U.S. Gulf of Mexico or the North Sea materially declines, our business, financial condition and results of operations could be materially and adversely affected.
Failure by us or one of our agents, joint ventures or strategic partners to comply with applicable export and trade practice laws could result in civil or criminal penalties and suspension or termination of export privileges. Certain violations of law could also result in suspension or debarment from government contracts.
Failure by us or one of our agents, joint ventures or strategic partners to comply with applicable export and trade practice laws could result in civil or criminal penalties and suspension or termination of export 34 Table of Contents privileges. Certain violations of law could also result in suspension of or debarment from government contracts.
Any such restriction or prohibition on our ability to operate in non-US jurisdictions or any significant increase in cost operating in such jurisdictions as a result of changes in law and regulation or otherwise may have a material adverse effect on our business, financial condition and results of operations.
Any such restriction or prohibition on our ability to operate in non-U.S. jurisdictions or any significant increase in cost operating in such jurisdictions as a result of changes in law and regulation or otherwise may have a material adverse effect on our business, financial condition and results of operations.
Further, as we look to diversify into new markets, such as offshore wind and advanced air mobility, acquisitions of assets operating in such sectors could present risks related to operating new lines of business or in new geographies. In addition, such transactions could distract management from current operations.
Further, as we look to diversify into new markets, such as advanced air mobility, acquisitions of assets operating in such sectors could present risks related to operating new lines of business or in new geographies. In addition, such transactions could distract management from current operations.
Our operations in other jurisdictions, including the U.K., Nigeria and Brazil, are regulated to various degrees by the governments of such jurisdictions and must be conducted in compliance with those regulations and, where applicable, in accordance with our air service licenses and AOCs.
Our operations in other jurisdictions, including the UK, Nigeria and Brazil, are regulated to various degrees by the governments of such jurisdictions and must be conducted in compliance with those regulations and, where applicable, in accordance with our air service licenses and AOCs.
Specifically, accidents involving any aircraft operated by us or a third-party operator could cause substantial adverse publicity affecting us specifically or our industry generally and could lead to the perception that our aircraft are not safe or reliable. 41 Table of Contents Addressing negative publicity and any resulting litigation or investigations may distract management, increase costs and divert resources.
Specifically, accidents involving any aircraft operated by us or a third-party operator could cause substantial adverse publicity affecting us specifically or our industry generally and could lead to the perception that our aircraft are not safe or reliable. Addressing negative publicity and any resulting litigation or investigations may distract management, increase costs and divert resources.
Any failure, or perceived failure, by us to comply with applicable data protection laws could result in proceedings or actions against us by governmental entities or others, 36 Table of Contents subject us to significant fines, penalties, judgments and negative publicity, require us to change our business practices, increase the costs and complexity of compliance and adversely affect our business.
Any failure, or perceived failure, by us to comply with applicable data protection laws could result in proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments and negative publicity, require us to change our business practices and increase the costs and complexity of compliance, which could adversely affect our business.
The FAA regulates our flight operations and imposes requirements with respect to personnel, aircraft, ground facilities and other aspects of our operations, including: • certification and reporting requirements; • inspections; • maintenance standards; • permitted areas of operation; 35 Table of Contents • aircraft equipment and modification requirements; • personnel training standards; and • maintenance of personnel and aircraft records.
The FAA regulates our flight operations and imposes requirements with respect to personnel, aircraft, ground facilities and other aspects of our operations, including: • certification and reporting requirements; • inspections; • maintenance standards; • permitted areas of operation; • aircraft equipment and modification requirements; • personnel training standards; and • maintenance of personnel and aircraft records.
We may face significant monetary damages or injunctive relief against us that could materially adversely affect a portion of our business operations or materially and adversely affect our business, financial condition and results of operations should we not prevail in certain matters.
We may face significant monetary damages or injunctive relief against us that could materially adversely affect a portion of our 39 Table of Contents business operations or materially and adversely affect our business, financial condition and results of operations should we not prevail in certain matters.
A significant portion of our operating revenues and profits related to oil and gas exploration, development and production activity is dependent on actual flight hours, and a substantial portion of our operating expenses is fixed. Thus, prolonged periods of harsh weather can have a material adverse effect on our business, financial condition and results of operations.
A significant portion of our operating revenues and profits related to offshore energy exploration, development and production activity is dependent on actual flight hours, and a substantial portion of our operating expenses is fixed. Thus, prolonged periods of harsh weather can have a material adverse effect on our business, financial condition and results of operations.
Our inability to perform timely maintenance and repairs, or perform such maintenance and repairs economically, has resulted and may continue to result in our aircraft being underutilized, which could have an adverse impact on our operating results and financial condition.
Our inability to perform timely maintenance and repairs, or perform such maintenance and repairs economically, may result in our aircraft being underutilized, which could have an adverse impact on our operating results and financial condition.
In addition, to the extent an accident occurs with aircraft we operate or to assets supporting operations, we could be held liable for resulting damages. Certain models of aircraft that we operate, or have operated in the past, such as the Eurocopter H225, have also experienced accidents while operated by third parties.
In addition, to the extent an accident occurs with aircraft we operate or to assets supporting operations, we could be held liable for resulting damages. Certain models of aircraft that we operate, or have operated in the past, have also experienced accidents while operated by third parties.
Because a large number of oil and gas properties in these regions have already been drilled, additional prospects of sufficient size and quality that make economic sense especially in a depressed commodity price environment, could be more difficult to identify.
Because a large number of offshore energy properties in these regions have already been drilled, additional prospects of sufficient size and quality that make economic sense especially in a depressed commodity price environment could be more difficult to identify.
The Biden administration also rejoined the Paris Agreement. In addition, in September 2021, President Biden publicly announced the Global Methane Pledge, a pact that aims to reduce global methane emissions at least 30% below 2020 levels by 2030. Since its formal launch at the United Nations Climate Change Conference (COP26), over 100 countries have joined the pledge.
In addition, in September 2021, President Biden publicly announced the Global Methane Pledge, a pact that aims to reduce global methane emissions at least 30% below 2020 levels by 2030. Since its formal launch at the United Nations Climate Change Conference (COP26), over 100 countries have joined the pledge.
A suspension or substantial curtailment of our operations or any substantial modification of our current operations may have a material adverse effect on our business, financial condition and results of operations. Other Countries and Regulations .
A suspension or substantial curtailment of 35 Table of Contents our operations or any substantial modification of our current operations may have a material adverse effect on our business, financial condition and results of operations. Other Countries and Regulations .
Our operations involve a degree of inherent risk, some of which may not be covered by our insurance and may increase our operating costs or adversely affect our liquidity. The operation of helicopters and fixed wing aircraft inherently involves a substantial degree of risk.
Risks Related to Our Business Our operations involve a degree of inherent risk, some of which may not be covered by our insurance and may increase our operating costs or adversely affect our liquidity. The operation of helicopters and fixed wing aircraft inherently involves a substantial degree of risk.
This concentration could impact our overall exposure to credit risk because changes in economic and industry conditions that adversely affect the oil and gas industry could affect the credit worthiness of many of our customers. We generally do not require and do not have the leverage to obtain letters of credit or other collateral to support our trade receivables.
This concentration could impact our overall exposure to credit risk because changes in economic, regulatory and industry conditions that adversely affect the offshore energy industry could affect the credit worthiness of many of our customers. We generally do not require and do not have the leverage to obtain letters of credit or other collateral to support our trade receivables.
The management of our global aircraft fleet involves a careful evaluation of the expected demand for our services across global markets, including the type of aircraft needed to meet this demand. As offshore oil and gas drilling and production globally moves to deeper water, more medium and heavy aircraft and newer technology aircraft may be required.
The management of our global aircraft fleet involves a careful evaluation of the expected demand for our services across global markets, including the type of aircraft needed to meet this demand. As offshore energy drilling and production globally moves to deeper water, additional medium and heavy aircraft and newer technology aircraft may be required.
The inability to utilize our local AOCs for any reason, including foreign ownership in excess of permitted levels, could have a material adverse effect on our ability to conduct operations within these markets.
The inability to utilize our local AOCs for any reason, including foreign ownership in excess of permitted levels, could have a material adverse effect on our ability to conduct operations within these markets and our overall financial condition.
We depend on a small number of customers for a significant portion of our revenues. We derive a significant amount of our revenues from our U.K. SAR contract, as well as from a small number of offshore energy companies.
We depend on a small number of customers for a significant portion of our revenues. We derive a significant amount of our revenues from our UK SAR Contract, as well as from a small number of offshore energy companies.
Gulf of Mexico and other geographic locations in which we operate, new regulations and/or increased liability for companies operating in the offshore oil and gas sector, whether or not caused by a new incident in any region, could result in reduced demand for our services and could have a material adverse effect on our business, financial condition and results of operations.
Gulf of Mexico and other geographic locations in which we operate, new regulations and/or increased liability for companies operating in the offshore energy sector, whether or not caused by a new 31 Table of Contents incident in any region, could result in reduced demand for our services and could have a material adverse effect on our business, financial condition and results of operations.
General Risks Covenants in our debt agreements may restrict the manner in which we can operate our business.
Covenants in our debt agreements may restrict the manner in which we can operate our business.
Liabilities associated with environmental matters could have a material 33 Table of Contents adverse effect on our business, financial condition and results of operations.
Liabilities associated with environmental matters could have a material adverse effect on our business, financial condition and results of operations.
Although we, through the Merger and organic growth initiatives, continue to diversify into other aviation services, including SAR services, and we believe that additional government services contracts, prospective offshore wind projects and advanced air mobility present attractive growth and diversification opportunities, the effect of any downturn in the oil and gas industry would nevertheless negatively impact our financial results in future periods.
Although we, through merger, acquisitions and organic growth initiatives, continue to diversify into other aviation services, including SAR services, and we believe that additional government services contracts and advanced air mobility present attractive growth and diversification opportunities, the effect of any downturn in the offshore energy industry would nevertheless negatively impact our financial results in future periods.
SAR contract grants the DfT the option to require us to transfer to the DfT, at termination or expiration, either the lease or the ownership of some or all of the helicopters and ground facilities that service the U.K. SAR contract.
Additionally, the UK SAR contract grants the DfT the option to require us to transfer to the DfT, at termination or expiration, either the lease or the ownership of some or all of the helicopters and ground facilities that service the UK SAR contract.
From time to time, the U.S. Congress and foreign, state and local governments consider legislation that could increase our effective tax rate or the effective tax rates of our consolidated affiliates. President Biden previously provided informal guidance on certain tax law changes that he would support.
From time to time, the U.S. Congress and foreign, state and local governments consider legislation that could increase our effective tax rate or the effective tax rates of our consolidated affiliates. President Biden has previously provided informal guidance on certain tax law changes that he would support, including raising the rate on both domestic and foreign income.
These activities include increasing attention and demands for action related to climate change, promoting the use of substitutes to fossil fuel products and encouraging the divestment of companies in the oil and gas industry.
These activities include increasing attention and demands for action related to climate change, promoting the use of substitutes to fossil fuel products and encouraging the divestment of companies in the offshore energy industry.
Risks Related to Legal, Tax and Regulatory Matters • we operate in many international areas through entities that we do not control and are subject to government regulation that limits foreign ownership of aircraft companies in favor of domestic ownership; • increasing complexity and costs incurred to comply with new local content regulation; • environmental regulations and liabilities; • U.S. and foreign social, political, regulatory and economic conditions as well as changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. government; • legal compliance risks, including anti-corruption statutes; • impact of increasing privacy and data obligations; • actions taken by governmental agencies, such as the Department of Commerce, the Department of Transportation and the FAA, and similar agencies in the other jurisdictions in which we operate; and • changes in effective tax rates, taxation of our foreign subsidiaries or adverse outcomes resulting from examination of our tax returns.
Risks Related to Legal, Tax and Regulatory Matters • cybersecurity breaches or business system disruptions may adversely affect our business; • we operate in many international areas through entities that we do not control and are subject to government regulation that limits foreign ownership of aircraft companies in favor of domestic ownership; • increasing complexity and costs incurred to comply with new local content regulation; • environmental regulations and liabilities; • U.S. and foreign social, political, regulatory and economic conditions as well as changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. government; • legal compliance risks, including anti-corruption statutes; • impact of increasing privacy and data obligations; • actions taken by governmental agencies in the jurisdictions in which we operate; and • changes in effective tax rates, taxation of our foreign subsidiaries or adverse outcomes resulting from examination of our tax returns.
Based on regulations in various markets in which we operate, the use of our local Air Operator’s Certificates (“AOCs”) may be halted and we may lose our ability to operate within these countries if certain levels of local ownership are not maintained.
Based on regulations in various markets in which we operate, the use of our local AOCs may be halted and we may lose our ability to operate within these countries if certain levels of local ownership are not maintained.
A significant decline in value of such models that is other than temporary could result in an impairment to the carrying value of our helicopter fleet. The occurrence of any of these events could materially adversely affect our business, financial condition or results of operations. The market value of our helicopter fleet is dependent on a number of external factors.
A significant decline in value of such models that is other than temporary could result in an impairment to the carrying value of our helicopter fleet. The occurrence of any of these events could materially adversely affect our business, financial condition or results of operations.
Our industry has historically been cyclical and is affected by the volatility of oil and gas price levels. There have been periods of high demand for our services, followed by periods of low demand for our services.
Our industry has historically been cyclical and is affected by the volatility of offshore energy price levels. There have been periods of high demand for our services, followed by periods of low demand for our services.
In connection with the required maintenance and repairs performed on our aircraft in order for them to stay fully operational and available for use in our operations, there are a limited number of suppliers, vendors and OEMs we are able to fly on (such as Sikorsky Commercial Inc., Milestone Aviation Group, General Electric Aviation Inc. and Leonardo Spa) for the supply and overhaul of components fitted to our aircraft.
In connection with the required maintenance and repairs performed on our aircraft in order for them to stay fully operational and available for use in our operations, there are a limited number of suppliers, vendors and OEMs we are able to rely on (such as Sikorsky Commercial Inc., Leonardo Spa, Nova Systems International Ltd., and General Electric Aviation Inc.) for the supply and overhaul of components fitted to our aircraft.
While the prices of and demand for crude oil have recovered from the lows seen in the initial stages of the pandemic, the pandemic is continuously evolving, and the extent to which our operating and financial results will continue to be affected will depend on various factors beyond our control, such as the ultimate duration, severity and sustained geographic resurgence of the virus; the emergence of new variants and strains of the virus; and the success of actions to contain the virus and its variants, or treat its impact, such as the availability and acceptance of vaccines.
While the prices of and demand for crude oil have recovered from the lows seen in the initial stages of the pandemic, the extent to which our operating and financial results will continue to be affected will depend on various factors beyond our control, such as the emergence of new variants and strains of the virus and the success of actions to contain such variants, or treat its impact, such as the availability and acceptance of vaccines.
Increasing attention to environmental, social and governance matters may impact our business, financial results or stock price. In recent years, increasing attention has been given to corporate activities related to environmental, social and governance (“ESG”) matters in public discourse and the investment community.
Increasing attention to sustainability matters may impact our business, financial results or stock price. In recent years, increasing attention has been given to corporate activities related to sustainability matters in public discourse and the investment community.
A significant return of aircraft to leasing companies by us or our competitors into an already oversupplied market could undermine our ability to dispose of our aircraft and could have a material adverse effect on our business, financial condition and results of operations.
A significant return of aircraft to leasing companies by us or our competitors into an already oversupplied market could undermine our ability to dispose of our aircraft and could have a material adverse effect on our business, financial condition and results of operations. Our operations are subject to weather-related and seasonal fluctuations.
Such provisions include, among other things: • restrictions on the ability of our stockholders to fill a vacancy on the Board; • restrictions related to the ability of non-U.S. citizens owning our common stock; • our ability to issue preferred stock with terms that the Board may determine, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the absence of cumulative voting in the election of directors, which may limit the ability of minority stockholders to elect directors; and • advance notice requirements for stockholder proposals and nominations, which may discourage or deter a potential acquirer from soliciting proxies to elect a particular slate of directors or otherwise attempting to obtain control of us. 38 Table of Contents These provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a transaction involving a change in control of our business that is in the best interest of our stockholders.
Such provisions include, among other things: • restrictions on the ability of our stockholders to fill a vacancy on the Board; • restrictions related to the ability of non-U.S. citizens owning our common stock; • our ability to issue preferred stock with terms that the Board may determine, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the absence of cumulative voting in the election of directors, which may limit the ability of minority stockholders to elect directors; and 37 Table of Contents • advance notice requirements for stockholder proposals and nominations, which may discourage or deter a potential acquirer from soliciting proxies to elect a particular slate of directors or otherwise attempting to obtain control of us.
In the future, production may decline to the point that such properties are no longer economic to operate, in which case, our services with respect to such properties will no longer be needed. Oil and gas companies may not identify sufficient additional drilling sites to replace those that become depleted.
In the future, production may decline to the point that such properties are no longer economic to operate, in which case, our services with respect to such properties would no longer be needed. Offshore energy companies may not identify sufficient additional drilling sites to replace those that become depleted.
During that period, we would not necessarily know the impact to our systems or networks, costs and actions required to fully remediate and our initial remediation efforts may not be successful, and the errors or actions could be repeated before they are fully contained and remediated.
During that period, we would not necessarily know the impact to our systems or networks, costs and actions required to fully remediate the effects of any such cyberattack or security breach and our initial remediation efforts may not be successful, and the errors or actions could be repeated before they are fully contained and remediated.
The COVID-19 pandemic caused a significant and swift reduction in global economic activity during 2020, which significantly weakened demand for oil and gas, and in turn, the demand for our services.
For example, the COVID-19 pandemic caused a significant and swift reduction in global economic activity during 2020, which significantly weakened demand for offshore energy, and in turn, the demand for our services.
While the pause on new oil and natural gas leases on public lands and offshore waters has been lifted subject to certain limitations, the impacts of these and other future orders or legislation or regulation remain unclear at this time and could have a material adverse effect on our business, financial conditions, results of operations, and cash flows.
Additionally, while the pause on new oil and natural gas leases on public lands and offshore waters has been lifted subject to certain limitations, the impacts of these and other future orders or legislation or regulation remain unclear at this time and could have an impact on our customers, and in turn have negative effect on our business, financial conditions, results of operations, and cash flows.
In addition, the U.S. government’s exercise of authority under the Outer Continental Shelf Lands Act, as amended, to restrict the availability of offshore oil and gas leases together with the U.K. government’s exercise of authority could adversely impact exploration and production activity in the U.S. Gulf of Mexico and the North Sea, respectively.
In addition, the U.S. government’s exercise of authority under the Outer Continental Shelf Lands Act, as amended, to restrict the availability of offshore energy leases together with the UK government’s exercise of authority could adversely impact exploration and production activity in the U.S. 23 Table of Contents Gulf of Mexico and the North Sea, respectively.
Expansion of our business depends on our ability to operate in these other regions. 26 Table of Contents Expansion of our business may be adversely affected by: • local regulations restricting foreign ownership of helicopter operators; • requirements to award contracts to local operators; • the number and location of new drilling concessions granted by foreign governments; and • our ability to integrate new models of aircraft into our fleet and operate new lines of business to support our diversification initiatives.
Expansion of our business may be adversely affected by: • local regulations restricting foreign ownership of helicopter operators; • requirements to award contracts to local operators; • the number and location of new drilling concessions granted by foreign governments; and • our ability to integrate new models of aircraft into our fleet and operate new lines of business to support our diversification initiatives.
Further, the addition of new aircraft types to our fleet or a sudden change in demand for a specific aircraft type, as happened with the Sikorsky S-92 aircraft type in response to the H225 grounding, may require us to retain additional pilots, mechanics and other flight-related personnel. Our operations are subject to weather-related and seasonal fluctuations.
Further, the addition of new aircraft types to our fleet or a sudden change in demand for a specific aircraft type, as happened with the Sikorsky S92 aircraft type in response to the H225 grounding, may require us to retain additional pilots, mechanics and other flight-related personnel.
Prices of fuel are also impacted by indirect factors, such as geopolitical events, economic growth indicators, fiscal/monetary policies, fuel tax policies, changes in regulations, environmental concerns and financial investments in energy markets. Both actual changes in these factors, as well as changes in related market expectations, can potentially drive rapid changes in fuel prices in short periods of time.
Fuel prices are also impacted by indirect factors, such as geopolitical events, economic growth indicators, fiscal/monetary policies, fuel tax policies, changes in regulations, environmental concerns and 29 Table of Contents financial investments in energy markets. Changes in these factors can potentially drive rapid changes in fuel prices in short periods of time.
Accordingly, a continued or additional downturn in the economic condition of the oil and gas industry could adversely impact our ability to collect our receivables and thus impact our business, financial condition and results of operations. Our failure to dispose of aircraft through sales into the aftermarket could continue to adversely affect us.
Accordingly, a downturn in the economic condition of the offshore energy industry could adversely impact our ability to collect our receivables and thus impact our business, financial condition and results of operations. Our failure to dispose of aircraft through sales into the aftermarket could adversely affect us.
In many foreign countries, particularly those with developing economies, it may be customary for others to engage in business practices that are prohibited by laws such as the FCPA, the U.K. Bribery Act and the BCCA in Brazil, an anti-bribery law that is similar to the FCPA and the U.K. Bribery Act.
In many foreign countries, particularly those with developing economies, it may be customary for others to engage in business practices that are prohibited by laws such as the FCPA, the UK Bribery Act, the Brazilian Clean Companies Act (“BCCA”) in Brazil, an anti-bribery law that is similar to the FCPA and the UK Bribery Act, or other similar laws.
Failure to effectively and timely address the energy transition or adequately implement and communicate our environmental, social and governance initiatives could adversely affect our business, results of operations and cash flows.
We cannot predict the levels of activity in these areas. Failure to effectively and timely address the energy transition or adequately implement and communicate our environmental, social and governance initiatives could adversely affect our business, results of operations and cash flows.
SAR contract can be terminated and is subject to certain other rights of the DfT. Our U.K.
Our UK SAR contract can be terminated at will and is subject to certain other rights of the DfT.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeGulf of Mexico 10 Africa Nigeria 3 Asia Pacific Australia 1 Total 39 ________________________ (1) Includes bases in Guyana, Suriname and Trinidad.
Biggest changeNumber of Bases Europe: Netherlands 2 Norway 5 UK 3 UK SAR (1) 12 Americas Brazil 5 Latin America - Other (2) 3 U.S. Gulf of Mexico 10 Africa Nigeria 4 Asia Pacific Australia 1 Total 45 ______________________ (1) Includes two bases operating for the MOD. (2) Includes bases in the Dutch Caribbean, Suriname and Trinidad.
The majority of the bases from which we operate are leased, with remaining terms of between one and fifty seven years. Our principal physical properties are aircraft, which are more fully described in Item 1, - “Business - Equipment and Services” in this Annual Report.
The majority of the bases from which we operate are leased, with remaining terms of between one and fifty-five years. Our principal physical properties are aircraft, which are more fully described in Item 1, - “Business - Equipment and Services” in this Annual Report on Form 10-K.
Bases Bristow maintains operating bases strategically located across all regions allowing us to provide point to point transportation and operational support services to our customers. As of March 31, 2022, we operated out of 39 bases globally. Number of Bases Europe: Norway 5 U.K. 3 U.K. SAR 10 Americas Brazil 4 Latin America - Other (1) 3 U.S.
Bases Bristow maintains operating bases strategically located across all regions allowing us to provide point to point transportation and operational support services to our customers. As of December 31, 2023, we operated out of 45 bases globally.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. 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.
Biggest changeITEM 3. LEGAL PROCEEDINGS In the normal course of 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe decision to change our peer group was primarily due to the delisting of certain companies that made up our former peer group as a result of Chapter 11 proceedings, private equity purchases, the Merger and market consolidations involving some of the former peer group companies.
Biggest changeAs a result of private equity purchases, Chapter 11 proceedings, market consolidations involving some of our peer group companies and other factors leading to delisting of certain companies that make up our peer group, we may change the list of companies that make up our peer group.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our Common Stock is listed on the NYSE under the trading symbol “VTOL.” On May 24, 2022, the closing price per share of our Common Stock as reported on the NYSE was $29.76.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our Common Stock is listed on the NYSE under the trading symbol “VTOL.” On March 1, 2024, the closing price per share of our Common Stock as reported on the NYSE was $27.27.
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Bristow Group under 44 Table of Contents the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The performance graph furnished shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing of Bristow Group under the Securities Act of 1933, as amended (the "Securities Act"), or Exchange Act, except as shall be expressly set forth by specific reference in such filing. 45 Table of Contents ITEM 6.
Holders of Record As of May 24, 2022, there were 132 holders of record of our Common Stock. Dividend Policy We have not declared or paid any cash dividends on our Common Stock. We do not expect to pay any cash dividends in the foreseeable future.
Holders of Record As of March 1, 2024, there were 346 holders of record of our Common Stock. Dividend Policy We have not declared or paid any cash dividends on our Common Stock. We do not expect to pay any cash dividends in the foreseeable future.
The graph assumes that $100 was invested at the market close on March 31, 2017.
The graph assumes that $100 was invested at the market close on December 31, 2018.
Company Purchases of Equity Securities The following table presents information regarding our repurchases of shares of our Common Stock on a monthly basis during the fourth quarter of fiscal year ended 2022: 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 January 1, 2022 - January 31, 2022 — $ — — $ 24,999,300 February 1, 2022 - February 28, 2022 — $ — — $ 24,999,300 March 1, 2022 - March 31, 2022 15,496 $ 37.10 — $ 24,999,300 ___________________________ (1) Reflects shares purchased in connection with the surrender of shares by employees to satisfy certain tax withholding obligations.
Company Purchases of Equity Securities The following table presents information regarding our repurchases of shares of our common stock on a monthly basis during the last quarter of the year ended December 31, 2023: Total Number of Shares Repurchased 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 October 1, 2023 - October 31, 2023 — $ — — $ 40,000,000 November 1, 2023 - November 30, 2023 — $ — — $ 40,000,000 December 1, 2023 - December 31, 2023 — $ — — $ 40,000,000 In August 2022, the Board of Directors of Bristow approved a $40.0 million stock repurchase program.
During the fiscal year ended March 31, 2021, we changed our peer group to include Air Transport Services Group Inc., Allegiant Travel Company, Atlas Air Worldwide Holdings Inc., Core Laboratories NV, Forum Energy Technologies Inc., Helix Energy Solutions Group Inc., Kirby Corporation, Matson Inc., MRC Global Inc., Newpark Resources Inc., Oceaneering International Inc., Oil States International Inc., SkyWest Inc., Spirit Airlines Inc. and Transocean Ltd. based on their industry and similar market capitalization.
Our 2023 peer group includes Air Transport Services Group, Inc., Core Laboratories N.V., Diamond Offshore Drilling, Inc., Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Kirby Corporation, MRC Global Inc., Newpark Resources, Inc., Noble Corporation, Oceaneering International Inc., Oil States International, Inc., SkyWest Inc., TETRA Technologies, Inc., Tidewater Inc., and Valaris Limited. based on their industry and similar market capitalization.
These repurchases are not a part of our publicly announced plan and do not affect our Board-approved share repurchase program. 43 Table of Contents Performance Graph The following graph shows a comparison from March 31, 2017 through March 31, 2022 of the cumulative total return for our Common Stock, the Standard & Poor’s 500 Stock Index (“S&P 500 Index”), the Standard & Poor’s Oil & Gas Equipment Select Industry Index and our peer group.
The stock repurchase program has no expiration date and may be suspended or discontinued at any time without notice, subject to any changes in applicable law or regulations thereunder. 44 Table of Contents Performance Graph The following graph shows a comparison from December 31, 2018 through December 31, 2023 of the cumulative total return for our Common Stock, the Standard & Poor’s 500 Stock Index (“S&P 500 Index”), the PHLX Oil Services Index (OSX) and our peer group.
Removed
Our former peer group included Air Transport Services Group Inc., Allegiant Travel Company, Atlas Air Worldwide Holdings Inc., Basic Energy Services Inc., CARBO Ceramics Inc., Hornbeck Offshore Services Inc., Key Energy Services Inc., Newpark Resources, Inc., SEACOR Holdings Inc. and Tidewater Inc.
Added
Purchases of the Company’s common stock under the stock repurchase program may be made in the open market, including pursuant to a Rule 10b5-1 program, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDuring the Prior Year, net cash used in financing activities was $245.6 million primarily consisting of: • Proceeds were $400.0 million from the issuance of 6.875% Senior Notes, • Net repayments of debt and redemption premiums of $623.9 million, • Share repurchases of $15.3 million, and • Debt issuance costs of $6.4 million related to the 6.875% Senior Notes.
Biggest changeFinancing Activities During the Current Year, net cash provided by financing activities was $22.0 million primarily consisting of: • Proceeds from borrowing of $169.5 million, partially offset by • Net repayments of debt of $142.0 million primarily related to Lombard debt principal, • Payment on deferred financing costs of $2.7 million, and • Stock repurchases of $2.7 million. 53 Table of Contents During the Prior Year, net cash used in financing activities was $24.6 million primarily as follows: • Stock repurchases of $11.9 million, • Net repayments of debt of $11.8 million related to the Lombard debt principal, and • Payment on debt issuance costs $0.9 million.
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.
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 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.
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 consolidated financial statements related thereto as appropriate.
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 Senior Notes or the guarantees.
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 6.875% Senior Notes or the guarantees.
None of the non-Guarantor subsidiaries of the Parent are under any direct obligation to pay or otherwise fund amounts due on the Senior Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments.
None of the non-Guarantor subsidiaries of the Parent are under any direct obligation to pay or otherwise fund amounts due on the 6.875% Senior Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments.
We utilize a British pound sterling denominated AA corporate bond index as a basis for determining the discount rate for our U.K. plans. We base mortality rates utilized on actuarial research on these rates, which are adjusted to allow for expected mortality within our industry segment and, where available, individual plan experience data.
We utilize a British pound sterling denominated AA corporate bond index as a basis for determining the discount rate for our UK plans. We base mortality rates utilized on actuarial research on these rates, which are adjusted to allow for expected mortality within our industry segment and, where available, individual plan experience data.
The subsidiary guarantees provide that, in the event of a default on the Senior Notes, the holders of the Senior Notes may institute legal proceedings directly against the Guarantors to enforce the guarantees without first proceeding against the Parent.
The subsidiary guarantees provide that, in the event of a default on the 6.875% Senior Notes, the holders of the 6.875% Senior Notes may institute legal proceedings directly against the Guarantors to enforce the guarantees without first proceeding against the Parent.
Recent Accounting Pronouncements For a description of recent accounting pronouncements that will, or could possibly, have an effect on our financial condition and results of operations, see Note 1 to our Consolidated Financial Statements included in this Annual Report on Form 10-K. 58 Table of Contents
Recent Accounting Pronouncements For a description of recent accounting pronouncements that will, or could possibly, have an effect on our financial condition and results of operations, see Note 1 to our consolidated financial statements included in this Annual Report on Form 10-K.
The determination and evaluation of our tax provision and tax 56 Table of Contents positions involves the interpretation of the tax laws in the various jurisdictions in which we operate and requires significant judgment and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of income, deductions and tax credits.
The determination and evaluation of our tax provision and tax positions involves the interpretation of the tax laws in the various jurisdictions in which we operate and requires significant judgment and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of income, deductions and tax credits.
Operating revenues recorded under our oil and gas line of service are primarily generated from offshore oil and gas exploration, development and production activities with fixed-term contracts generally ranging between one to five years, subject to provisions permitting early termination by customers. Customers are invoiced on a monthly basis with payment terms of 30 to 60 days.
Operating revenues recorded under our offshore energy line of service are primarily generated from offshore energy exploration, development and production activities with fixed-term contracts generally ranging between one to five years, subject to provisions permitting early termination by certain customers. Customers are invoiced on a monthly basis with payment terms of 30 to 60 days.
This approach recognizes investment and other actuarial gains or losses over the average remaining lifetime of the plan members. Investment gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and the actual return based on the market-related value of assets. Investment in Unconsolidated Affiliates.
This approach recognizes investment and other actuarial gains or losses over the average remaining lifetime of the plan members. Investment gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and the actual return based on the market-related value of assets.
As of March 31, 2022, we have established deferred tax assets for certain attributes we expect to be realizable. Our ability to realize the benefit of our deferred tax assets requires us to achieve certain future earnings levels. If we are unable to benefit from our deferred tax assets, valuation allowances will be established following the “more-likely-than-not” criteria.
As of December 31, 2023, we have established deferred tax assets for certain attributes we expect to be realizable. Our ability to realize the benefit of our deferred tax assets requires us to achieve certain future earnings levels. If we are unable to benefit from our deferred tax assets, valuation allowances will be established following the “more-likely-than-not” criteria.
The net liability represents the excess of the present value of the defined benefit pension plan liabilities over the fair value of plan assets that existed at that date.
The net asset represents the excess of the fair value of plan assets over the defined benefit pension plan of the present value of the liabilities that existed at that date.
We derive revenues from our fixed wing line of service by providing transportation services through passenger transport and charter services, with ticket sales recorded under deferred revenues on our consolidated balance sheet.
We derive revenues from our fixed wing line of service by providing transportation services through passenger transport and charter services, with ticket sales initially recorded under deferred revenues on our consolidated balance sheets.
The minimum funding rules of the U.K. require the employer to agree to a funding plan with the plans’ trustee for securing that the pension plan has sufficient and appropriate assets to meet its technical provisions liabilities.
The minimum funding rules of the UK require the employer to agree to a funding plan with the plans’ trustee for securing that the pension plan has sufficient and appropriate assets to meet its technical provisions liabilities.
Our customers for SAR services include both the oil and gas industry, where our revenues are primarily dependent on our customers’ operating expenditures, and governmental agencies, where our revenues are dependent on a country’s desire to privatize SAR and enter into long-term contracts.
Our customers for SAR services include both the offshore energy industry, where our revenues are primarily dependent on our customers’ operating expenditures, and governmental agencies, where our revenues are dependent on a country’s desire to privatize SAR and enter into long-term contracts.
Should our expectations were to change regarding the expected future tax consequences, we may be required to record additional U.S. federal deferred income taxes that could have a material adverse effect on our consolidated financial position, result of operations and cash flows.
Should our expectations change regarding the 57 Table of Contents expected future tax consequences, we may be required to record additional U.S. federal deferred income taxes that could have a material adverse effect on our consolidated financial position, result of operations and cash flows. Pension Benefits.
The price of crude oil had been range-bound for a number of years and then the COVID-19 pandemic further devastated the global oil and gas industry, which negatively impacted the cash flows of our customers and has led them to reduce capital and operational expenditures from prior levels, including reductions related to offshore exploration, development and production activities.
The price of crude oil had been range-bound for a number of years, and then the COVID-19 pandemic further devastated the global oil and gas industry, which negatively impacted the cash flows of our customers and led to reduced capital and operational expenditures, including reductions related to offshore exploration, development and production activities.
As such, as of March 31, 2022, we have not provided for deferred taxes on the unremitted earnings of certain foreign subsidiaries that are indefinitely invested abroad.
As such, as of December 31, 2023, we have not provided for deferred taxes on the unremitted earnings of certain foreign subsidiaries that are indefinitely invested abroad.
In most instances, our leases require customers to procure adequate insurance, but we purchase contingent hull and liability coverage to mitigate the risk of a customer’s coverage failing to respond. In some instances, we provide training and other services to support our lease customers.
In most instances, our leases require customers to procure adequate insurance, but we purchase contingent hull and liability coverage to mitigate the risk of a customer’s coverage failing to respond.
We conduct our business out of one segment, aviation services, and serve customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, Guyana, India, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K. and U.S.
We conduct our business out of one segment, aviation services, and serve customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, India, Ireland, the Kingdom of Saudi Arabia, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the UK and U.S.
Our primary sources of liquidity are cash balances and cash flows from operations 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.
In addition, we may use our liquidity to fund acquisitions, repay debt, repurchase stock or debt securities or make other investments. Our primary sources of liquidity are cash balances and cash flows from operations 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.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of our financial condition and results of operations for the fiscal years ended March 31, 2022 and 2021.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of our financial condition and results of operations for the twelve months ended December 31, 2023 and 2022.
These estimates are subject to change based on changes in the market conditions in each statutory category and the timing of certain deductions available to us in each statutory category. We maintain reserves for estimated income tax exposures in jurisdictions of operation.
These estimates are subject to change based on changes in the market conditions in each statutory category, changes in U.S. income tax laws and the timing of certain deductions available to us in each statutory category.
Other items, such as certain purchase commitments and other executory contracts are not recognized as liabilities on our consolidated balance sheet. As of March 31, 2022, we had unfunded capital commitments of $84.7 million, consisting primarily of agreements to purchase helicopters, including three AW189 heavy helicopters and five AW169 light twin helicopters.
Other items, such as certain purchase commitments and other executory contracts are not recognized as liabilities on our consolidated balance sheets. As of December 31, 2023, we had unfunded capital commitments of $307.3 million, consisting primarily of agreements to purchase six AW189 heavy helicopters, six AW139 medium helicopters, five AW169 light twin helicopters and five H135 light twin helicopters.
Other income in the Current Year primarily consisted of government grants to fixed wing services of $12.4 million, a bankruptcy-related legal settlement of $9.0 million, net foreign exchange gains of $7.0 million, insurance gains of $5.2 million, a favorable interest adjustment to the Company’s pension liability of $2.5 million and a gain on sale of inventory of $1.9 million.
Other income, net of $33.4 million in the Prior Year primarily resulted from foreign exchange gains of $20.9 million, government grants to fixed wing services of $6.2 million, a favorable interest adjustment to the Company’s pension liability of $2.7 million and a gain on sale of inventory of $1.9 million.
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 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.
Therefore, we believe that we are well positioned to continue to serve the market as more opportunities arise. The offshore oil and gas market is highly cyclical with demand linked to the price of oil and gas. The prices of oil and gas are critical factors in our customers’ investment and spending decisions.
Market Outlook The offshore energy market is highly cyclical with demand linked to the price of oil and gas. The prices of oil and gas are critical factors in our customers’ investment and spending decisions.
The recognition of these obligations through the statement of 57 Table of Contents operations is also affected by assumptions about expected returns on plan assets. We evaluate our assumptions periodically and adjust these assumptions as necessary. Three critical assumptions are the expected long-term rate of return on plan assets, the assumed discount rate and the mortality rate.
Pension obligations are actuarially determined and are affected by assumptions including discount rates and compensation increases. The recognition of these obligations through the statement of operations is also affected by assumptions about expected returns on plan assets. We evaluate our assumptions periodically and adjust these assumptions as necessary.
The duration of these contracts generally lasts for ten or more years with options for renewal. Privatization of aviation services historically operated by the public sector depend heavily on governmental agencies receiving funding through budget appropriations, and the desire to outsource such services.
Privatization of aviation services historically operated by the public sector depend heavily on governmental agencies receiving funding through budget appropriation, and the desire to outsource such services.
Our policy of expensing all repair costs as incurred may result in operating expenses varying substantially when compared with a prior year or prior quarter if a disproportionate number of repairs, refurbishments or overhauls are undertaken.
Our policy of expensing all helicopter repair costs as incurred may result in operating expenses varying substantially when compared with a prior year or prior quarter if a disproportionate number of repairs, refurbishments or overhauls are undertaken. This variation can be exacerbated by the timing of entering or exiting third-party power-by-the-hour (“PBH”) programs and the timing of vendor credits.
The AW189 helicopters are scheduled for delivery in fiscal years 2023 through 2025. Delivery dates for the AW169 helicopters have yet to be determined. In addition, we had outstanding options to purchase up to ten additional AW189 helicopters.
The AW139 helicopters are scheduled to be delivered in 2024, and the AW189 helicopters and H135 helicopters are scheduled to be delivered between 2024 and 2025. Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company has outstanding options to purchase up to six additional AW189 helicopters and ten additional H135 helicopters.
The following selected financial information of the Guarantors presents a sufficient financial position of the Parent to continue to fulfill its obligations under the requirements of the Senior Notes.
The following selected financial information of the Guarantors presents a sufficient financial position of the Parent to continue to fulfill its obligations under the requirements of the 6.875% Senior Notes. This selected financial information should be read in conjunction with the accompanying consolidated financial statements and notes (in thousands).
Revenues in Norway were $3.2 million higher primarily due to the strengthening of the Norwegian krone relative to the U.S. dollar of $5.9 million, partially offset by lower utilization of $2.7 million.
Revenues in Norway were $1.5 million lower primarily due to the weakening of the Norwegian krone (“NOK”) relative to the U.S. dollar and lower fuel revenues, partially offset by higher revenues due to the commencement of a new contract.
In the fiscal years ended March 31, 2022 and 2021, approximately 67% and 69%, respectively, of our total operating revenues were derived from oil and gas services while approximately 24% and 22%, respectively, were derived from government services primarily consisting of public sector SAR services in the U.K., and approximately 9% and 9%, respectively, were from fixed wing and other services.
During the twelve months ended December 31, 2023 and 2022, approximately 64% and 67%, respectively, of our total operating revenues were derived from offshore energy services while approximately 27% and 24%, respectively, were derived from government services primarily consisting of public sector SAR services, and approximately 9% and 9%, respectively, were derived from fixed wing and other services.
Material Cash Requirements We believe that our cash flows from operating activities 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 Facility, proceeds from sales of assets, issue debt or equity, or other financing options.
To support our capital expenditure program and/or other liquidity requirements, we may use any combination of operating cash flows, cash balances, borrowings under our ABL Facility, proceeds from sales of assets, issue debt or equity, or other financing options. As of December 31, 2023, approximately 55% of our total cash balance was held outside the U.S.
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.
The related lease agreements, which range from non-cancelable to month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options.
This variation can be exacerbated by the timing of entering or exiting third-party power-by-the-hour (“PBH”) programs and the timing of vendor credits. 47 Table of Contents For helicopters that we lease to third parties under arrangements whereby the customer assumes operational responsibility, we often provide technical parts support, but generally we incur no other material operating costs.
For helicopters that we lease to third parties under arrangements whereby the customer assumes operational responsibility, we often provide technical parts support, but generally we incur no other material operating costs.
(“the Parent”) issued its 6.875% Senior Notes due 2028 (the “Senior Notes”). The Senior 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.
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 6.875% Senior Notes, issued under an indenture, are fully and unconditionally guaranteed as to payment by a number of subsidiaries of the Parent (collectively, the “Guarantors”).
In addition, where there is a shortfall in assets against this measure, we are required to make scheduled contributions in amounts sufficient to bring the plan up to fully-funded status as quickly as can be reasonably afforded. The timing of the funding is dependent on actuarial valuations and resulting negotiations with the plan trustees.
The technical provisions are the measure of liabilities used for UK funding purposes and differs from that used to determine the balance sheet liabilities. When there is a shortfall in assets against these technical provisions, we are required to make scheduled contributions in amounts sufficient to bring the plan up to fully-funded status as quickly as can be reasonably afforded.
As of March 31, 2022, approximately 54% 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.
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.
Operating revenues from other services were $12.0 million lower in the Current Year primarily due to the end of oil and gas services in Australia and lower part sales, partially offset by the benefit of the Merger. Operating Expenses. Operating expenses were $21.7 million higher in the Current Year.
Operating revenues from other services were $3.0 million lower in the Current Year primarily due to lower dry-lease revenues and part sales. Operating expenses. Operating expenses were $49.2 million higher in the Current Year.
During the Prior Year, net cash provided by investing activities was $173.3 million primarily consisting of: • Increase in cash from the Merger of $120.2 million, • Proceeds of $67.9 million from the sale or disposal of aircraft and certain other equipment, partially offset by • Capital expenditures of $14.8 million.
Investing Activities During the Current Year, net cash used in investing activities was $47.3 million primarily consisting of: • Capital expenditures of $81.5 million primarily related to payments for aircraft, purchases of equipment and leasehold improvements, partially offset by • Proceeds of $34.2 million from the sale or disposal of aircraft and other assets.
This discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related notes and the other financial information included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Item 1.A.
This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Item 1.A. Risk Factors” and elsewhere in this Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements.
As government agencies in various countries begin to see the advantages of outsourcing public SAR services, other opportunities such as firefighting, surveying, training, maintenance and emergency response services could become available. In the past year, we have secured two new SAR contracts and entered into an agreement to purchase BIH to enhance our SAR services.
As government agencies in various countries begin to see the advantages of outsourcing public SAR services, other opportunities such as firefighting, surveying, training, 47 Table of Contents maintenance and emergency response services could become available. We believe that we are well positioned to continue to serve the market as more opportunities arise.
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. 46 Table of Contents Market Outlook Government services, especially the public SAR market, is continuing to evolve, and we believe further outsourcing of public SAR services and other government contract work will become available to the private sector in the future, although the timing of these opportunities is uncertain.
Government services, especially the public SAR market, are continuing to evolve, and while there are no current active tenders, we believe further outsourcing of public SAR services and other government contract work will become available to the private sector in the future, although the timing of these opportunities is uncertain.
If these options are exercised, the helicopters would be scheduled for delivery in fiscal years 2024 through 2026. 54 Table of Contents As of March 31, 2022, $67.4 million of our capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately $1.9 million.
As of December 31, 2023, $35.6 million of our unfunded capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately $1.1 million.
Cash paid for interest expense and income taxes was $32.0 million and $12.0 million, respectively, in the Current Year compared to $32.3 million and $15.1 million, respectively, in the Prior Year. 52 Table of Contents Investing Activities During the Current Year, net cash used in investing activities was $17.4 million primarily consisting of: • Capital expenditures of $31.1 million, • Cash transferred in the sale of subsidiary of $0.9 million, partially offset by • Proceeds of $14.5 million from the sale or disposal of aircraft and certain other equipment.
During the Prior Year, net cash used in investing activities was $52.0 million primarily as follows: • Capital expenditures of $57.4 million primarily related to payments for aircraft, purchases of equipment and leasehold improvements, • Cash paid for an acquisition, net of cash received, of $12.6 million, partially offset by • Proceeds of $18.0 million from the sale or disposal of aircraft and other assets.
A majority of our revenues are generated through two types of contracts: helicopter services and fixed wing services.
Components of Revenues and Expenses We derive our revenues primarily from operating equipment, and our profits depend on our cost of capital, the acquisition costs of assets, our operating costs and our reputation. A majority of our revenues are generated through two types of contracts: helicopter services and fixed wing services.
The aggregate cost of our operations depends primarily on the size and asset mix of the fleet.
In some instances, we may provide training and other services to support our lease customers. 48 Table of Contents The aggregate cost of our operations depends primarily on the size and asset mix of the fleet.
Operating income before depreciation and amortization, impairment charges, gains or losses on asset dispositions, net and earnings or losses from unconsolidated affiliates, net, was $27.0 million higher in the Current Year compared to the Prior Year. During the Current Year, changes in working capital provided cash flows of $5.7 million primarily due to a decrease in receivables and other assets.
The increase in operating cash flows was primarily due to an increase in net income before non cash charges such as depreciation and amortization, equity earnings from unconsolidated affiliates, impairment, foreign currency gains and losses from revaluations and asset dispositions of $32.6 million.
The 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 demand and oil and natural gas prices have largely recovered, demand is still not back to pre-pandemic levels.
Our 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. As of December 31, 2023, we had $180.3 million of unrestricted cash and $70.9 million of remaining availability under our ABL Facility for total liquidity of $251.2 million.
Restructuring costs, primarily related to severance costs not related to the Merger, were $3.1 million in the Current Year compared to $25.8 million in the Prior Year. Depreciation and Amortization. Depreciation and amortization expenses were $4.9 million higher primarily due to the addition of existing assets to the depreciation and amortization calculation in the Current Year. Loss on Impairment.
Depreciation and amortization expense. Depreciation and amortization expenses were $4.1 million higher in the Current Year primarily due to the addition of assets related to new government services contracts. Loss on impairment. During the Prior Year, the Company recognized a loss on impairment of $5.2 million related to a PBH intangible asset write-off. Gains (losses) on disposal of assets.
Earnings (Losses) from Unconsolidated Affiliates, net. During the Current Year, the Company recognized losses of $1.7 million from its equity method investments compared to earnings of $0.4 million in the Prior Year. Interest Expense. Interest expense was $9.7 million lower in the Current Year primarily due to lower debt balances. Loss on Extinguishment of Debt.
During the Current Year, the Company recognized earnings of $7.2 million from unconsolidated affiliates compared to earnings of $1.1 million in the Prior Year. Interest income. During the Current Year, the Company recognized interest income of $8.6 million compared to $1.7 million in the Prior Year due to higher investment balances, higher interest rates and income from sales-type leases.
Operating revenues from oil and gas services in the Americas region were $33.0 million higher in the Current Year primarily due to higher utilization and the benefit of the Merger with Era Group Inc. (“the Merger”) in June 2020. These increases were partially offset by lower revenues in Canada.
Operating revenues from offshore energy services in the Americas region were $13.9 million lower in the Current Year primarily due to the end of a contract in Guyana and lower utilization in Suriname, partially offset by higher utilization in Brazil and the U.S. Gulf of Mexico.
Operating revenues from oil and gas services in the Africa region were $33.9 million lower in the Current Year primarily due to fewer helicopters on contract. Operating revenues from oil and gas services in the Europe region were $19.5 million lower in the Current Year.
Operating revenues from offshore energy services in the Africa region were $32.1 million higher primarily due to higher utilization and increased rates. Operating revenues from offshore energy services in the Europe region were $11.6 million higher in the Current Year. Revenues in the UK were $13.0 million higher primarily due to higher utilization and increased rates.
Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K, filed with the SEC on May 27, 2021. Overview We are the leading global provider of innovative and sustainable vertical flight solutions, primarily providing aviation services to a broad base of major integrated, national and independent energy companies and government agencies.
Overview We are the leading global provider of innovative and sustainable vertical flight solutions, primarily providing aviation services to a broad base of offshore energy companies and government entities. Our helicopters are primarily used to transport personnel to, from and between offshore energy installations.
Operating revenues were consistent in the fiscal year ended March 31, 2022 (the “Current Year”) compared to the fiscal year ended March 31, 2021 (the “Prior Year”). Operating revenues from oil and gas services were $20.3 million lower in the Current Year.
Operating revenues were $90.8 million higher in the twelve months ended December 31, 2023 (the "Current Year”) compared to the twelve months ended December 31, 2022 (the "Prior Year"). Operating revenues from offshore energy services were $29.7 million higher in the Current Year.
This selected financial information should be read in conjunction with the accompanying consolidated financial statements and notes (in thousands): March 31, 2022 March 31, 2021 Current assets $ 825,344 $ 798,189 Non-current assets $ 2,048,480 $ 1,686,646 Current liabilities $ 536,662 $ 224,078 Non-current liabilities $ 784,466 $ 1,112,490 Fiscal Year Ended March 31, 2022 Total revenues $ 432,935 Operating income $ 44,454 Net income $ 35,772 Net income attributable to Bristow Group Inc. $ 35,706 Contingencies 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.
December 31, 2023 2022 Current assets $ 1,152,830 $ 700,931 Non-current assets $ 2,090,176 $ 2,055,765 Current liabilities $ 836,017 $ 283,904 Non-current liabilities $ 556,479 $ 787,024 Twelve Months Ended December 31, 2023 Total revenues $ 405,400 Operating income $ 16,747 Net income $ 81,554 Net income attributable to Bristow Group Inc. $ 81,457 56 Table of Contents Contingencies 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.
We believe our cash flows from operations and other sources of liquidity will be sufficient to meet our working capital needs and fulfill our debt obligations. Contractual Obligations and Commercial Commitments We have various contractual obligations that are recorded as liabilities on our consolidated balance sheet.
We have no near-term debt maturities, other than the current portion of long-term debt of $13.2 million, and believe that our cash flows from operations and other sources of liquidity will continue to be sufficient in fulfilling our capital requirements and other obligations.
Risk Factors” and elsewhere in this Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. A discussion of the financial condition and results of operations for the fiscal year ended March 31, 2020 can be found in "Item 7.
A discussion of the financial condition and results of operations for the nine months ended December 31, 2022 and 2021 can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Transition Report on Form 10-KT, filed with the SEC on March 9, 2023.
Operating revenues from government services were $20.7 million higher in the Current Year primarily due to the strengthening of the British pound sterling relative to the U.S. dollar, the benefit of the Merger and higher utilization. Operating revenues from fixed wing services were $11.6 million higher in the Current Year primarily due to higher utilization.
Operating revenues from government services were $53.7 million higher in the Current Year primarily due to new contracts in the Falkland Islands, Netherlands SAR and Dutch Caribbean Coast Guard. Operating revenues from fixed wing services were $10.5 million higher in the Current Year primarily due to increased rates.
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.
Income tax expense was $24.9 million in the Current Year compared to $10.8 million in the Prior Year primarily due to the earnings mix of the Company’s global operations and changes to deferred tax valuation allowances and assets. 52 Table of Contents Liquidity and Capital Resources General Our ongoing liquidity requirements arise primarily from working capital needs, meeting our capital commitments (including the purchase of aircraft and other equipment) and the repayment of debt obligations.
Other income, net in the Prior Year was primarily due to government grants to fixed wing services of $11.5 million, net foreign exchange gains of $7.5 million, a favorable interest adjustment to the Company’s pension liability of $3.8 million and insurance proceeds of $2.6 million.
Other, net. Other expense, net of $9.9 million in the Current Year primarily resulted from foreign exchange losses of $10.7 million, partially offset by a favorable interest adjustment to the Company’s pension liability of $0.4 million.
Summary of Cash Flows Fiscal Year Ending March 31, 2022 2021 Cash flows provided by or (used in): Operating activities $ 123,854 $ 96,845 Investing activities (17,370) 173,274 Financing activities (63,483) (245,617) Effect of exchange rate changes on cash, cash equivalents and restricted cash (8,066) 7,456 Net increase in cash, cash equivalents and restricted cash $ 34,935 $ 31,958 Operating Activities Cash flows provided by operating activities were $27.0 million higher in the Current Year.
Summary of Cash Flows Twelve Months Ended December 31, 2023 2022 Cash flows provided by or (used in): (Unaudited) Operating activities $ 32,037 $ (7,727) Investing activities (47,319) (51,984) Financing activities 22,035 (24,623) Effect of exchange rate changes on cash, cash equivalents and restricted cash 13,226 (29,445) Net increase (decrease) in cash, cash equivalents and restricted cash $ 19,979 $ (113,779) Operating Activities Cash flows provided by operating activities were $32.0 million in the Current Year compared to $7.7 million used in the Prior Year.
Property and Equipment Dispositions The following table presents details on the aircraft sold or disposed of (in thousands, except for number of aircraft): Fiscal Year Ended March 31, 2022 Fiscal Year Ended March 31, 2021 Number of aircraft sold or disposed of 10 54 Proceeds from sale or disposal of assets $ 14,549 $ 67,882 Debt Obligations Total principal debt balance as of March 31, 2022 was $547.1 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.
Our total principal debt balance as of December 31, 2023 was $548.1 million primarily comprised of the 6.875% Senior Notes due in March 2028 and two tranches of the NatWest Debt maturing in March 2036.
These increases were partially offset by lower l eased-in equipment expenses of $13.9 million due to aircraft lease returns since the Prior Year and lower personnel costs of $9.5 million primarily due to headcount reductions.
These increases were partially offset by lower fuel costs of $14.9 million due to lower global fuel prices and decreased flight hours in the Americas region and in fixed wing services.
Other operating costs were $2.0 million lower primarily due to a decrease in costs 50 Table of Contents associated with the end of a contract, partially offset by higher accommodation expense related to Hurricane Ida and training costs. General and Administrative.
Repairs and maintenance costs were $6.4 million lower primarily due to lower inventory write-offs and the timing of repairs, primarily related to the buy-in agreements entered in the Prior Year, partially offset by higher PBH expenses. General and administrative expenses.
Removed
Our helicopters are primarily used to transport personnel to, from and between offshore energy installations.
Added
Due to our fiscal year transition from March 31 to December 31, the comparative twelve months ended December 31, 2022, is reflected on an unaudited pro forma basis. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and the other financial information included elsewhere in this Annual Report on Form 10-K.
Removed
Recent Developments ABL Amendment On May 20, 2022, the Company entered into a Deed of Amendment, Restatement and Confirmation (the “ABL Amendment”) relating to the ABL Facility, to among other things, (i) extend the maturity to 2027, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company; (ii) provide for replacement of LIBOR (x) for certain loans denominated in British pound sterling with SONIA, (y) for certain loans denominated in euro with EURIBOR and (z) for certain loans denominated in U.S. dollars with Term SOFR; and (iii) include the ability of the Company to adopt one or more environmental, social and governance-related pricing adjustments based on specified metrics and performance targets at a date after closing of the ABL Amendment, subject to certain conditions.
Added
Recent Developments Bristow Helicopter Accident On February 28, 2024, one of Bristow’s SAR helicopters, registration LN-OIJ with six crew members onboard, was involved in an accident during a training exercise approximately 15 nautical miles west of Bergen, Norway. Very sadly, one fatality was confirmed.
Removed
The Amended ABL provides for commitments in an aggregate amount of $85.0 million. The Company has the ability under the Amended ABL to increase the total commitments by up to $35.0 million, which would result in an aggregate amount of $120.0 million subject to the terms and conditions therein.
Added
The other five crew members have either been released or are in stable condition in the hospital. Bristow’s highest priority is to take care of our crew and their family members and provide them with any assistance needed. The Company is in the process of collecting pertinent information and will provide updates as appropriate.
Removed
Announcement of Acquisition of British International Helicopter Services Limited In April 2022, Bristow announced its plans to acquire British International Helicopter Services Limited ("BIH"), further enhancing its leading global government services business. BIH will add to Bristow's operations in the UK and adopt the Bristow name and brand throughout its operations.
Added
Bristow is fully cooperating with authorities investigating the accident. Agreement to Purchase New AW189 Helicopters On February 27, 2024, Bristow signed an agreement with Leonardo for 10 AW189 super medium helicopters plus options to purchase an additional 10 AW189 helicopters. The new AW189 helicopters will support offshore transport as well as search and rescue (SAR) missions.
Removed
BIH currently operates a fleet of two AW189 SAR-configured helicopters, three S61 helicopters, and one AS365 helicopter, performing various passenger and freight transport as well as hoist operations for the British Armed Forces.
Added
Bristow currently operates 21 AW189 helicopters globally, with an additional five already scheduled for delivery beginning this year. In addition to its Offshore Energy Services business, Bristow also operates SAR-equipped AW189 helicopters in its Government Services business. The new aircraft will offer added flexibility as well as superior operational and environmental performance, including lower CO2 emissions than comparable aircraft types.
Removed
The transaction remains subject to regulatory approvals and customary closing conditions. 45 Table of Contents COVID-19 The COVID-19 pandemic has had a significant influence on economic activity and global supply chains 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.
Added
The aircraft deliveries will occur over a three-year period from 2025-2028. Strategic Partnership with The Helicopter and Jet Company (THC) On February 28, 2024, Bristow announced a Memorandum of Understanding (MOU) with The Helicopter and Jet Company (THC), Saudi Arabia's premier provider of commercial helicopter services and fully owned by the Public Investment 46 Table of Contents Fund (PIF).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+7 added−2 removed6 unchanged
Biggest changeBorrowings under our Lombard Debt bear interest at 2.25% plus SONIA per annum and our Amended ABL Facility at the applicable margin plus Secured Overnight Financing Rate (“SOFR”). Fluctuations in our variable interest rate on our current or future borrowings could affect our financial condition, results of operations, or liquidity.
Biggest changeInterest Rate Risk We are subject to market risk from exposure to changes in interest rates on borrowings under the Company’s long-term debts. Borrowings under NatWest Debt bear an interest rate equal to SONIA plus 2.75% per annum and our Amended ABL Facility at the applicable margin plus Secured Overnight Financing Rate (“SOFR”).
Earnings from unconsolidated affiliates, net of losses, are also affected by the impact of changes in foreign currency exchange rates on the reported results of the Company’s unconsolidated affiliates. 59 Table of Contents Our primary foreign currency exposure is to the British pound sterling, the euro, the Australian dollar, the Norwegian kroner, the Nigerian naira and the Brazilian real.
Earnings from unconsolidated affiliates, net of losses, are also affected by the impact of changes in foreign currency exchange rates on the reported results of the Company’s unconsolidated affiliates. 58 Table of Contents Our primary foreign currency exposure is to the British pound sterling, the European Union euro, the Australian dollar, the Norwegian kroner, the Nigerian naira and the Brazilian real.
We attempt to minimize our exposure to this risk by contracting the majority of our services, other than North Sea operations, in U.S. dollars. From time to time, we enter into forward exchange contracts as a hedge against foreign currency asset and liability commitments and anticipated transaction exposures, however, these financial instruments are not used for trading or speculative purposes.
From time to time, we enter into foreign currency forward and option contracts as a hedge against foreign currency asset and liability commitments and anticipated transaction exposures, however, these financial instruments are not used for trading or speculative purposes. All derivatives are recognized as assets or liabilities and measured at fair value. We designate these derivatives as cash flow hedges.
Based on borrowings outstanding as of March 31, 2022, a 10% change interest rates would have a minimal financial impact.
Fluctuations in our variable interest rate on our current or future borrowings could affect our financial condition, results of operations, or liquidity. Based on borrowings outstanding as of December 31, 2023, a 10% change in interest rates would have minimal financial impacts.
Removed
All derivatives are recognized as assets or liabilities and measured at fair value. To mitigate our foreign currency exposure, we enter into annual rolling forward contracts, with a tiered structure. As of March 31, 2022, our contracts averaged £2.5 million monthly through the end of fiscal year 2023. We designate these derivatives as cash flow hedges.
Added
We attempt to minimize our exposure to this risk by contracting the majority of our services, other than North Sea operations, in U.S. dollars.
Removed
The value of these currencies has fluctuated relative to the U.S. dollar for the periods reflected in the table as follows: Fiscal Year Ended March 31, 2022 Fiscal Year Ended March 31, 2021 Five Months Ended March 31, 2020 Seven Months Ended October 31, 2019 Successor Predecessor One British pound sterling into U.S. dollars High 1.42 1.41 1.33 1.32 Average 1.37 1.31 1.30 1.26 Low 1.30 1.21 1.28 1.21 At period-end 1.32 1.38 1.32 1.29 One euro into U.S. dollars High 1.22 1.23 1.12 1.14 Average 1.16 1.17 1.11 1.12 Low 1.09 1.08 1.10 1.09 At period-end 1.11 1.18 1.12 1.12 One Australian dollar into U.S. dollars High 0.79 0.80 0.70 0.72 Average 0.74 0.72 0.69 0.69 Low 0.70 0.60 0.68 0.67 At period-end 0.75 0.76 0.70 0.69 One Norwegian kroner into U.S. dollars High 0.1219 0.1193 0.1139 0.1179 Average 0.1153 0.1094 0.1101 0.1135 Low 0.1089 0.0928 0.1086 0.1083 At period-end 0.1144 0.1172 0.1138 0.1089 One Nigerian naira into U.S. dollars High 0.0025 0.0026 0.0028 0.0028 Average 0.0024 0.0026 0.0028 0.0028 Low 0.0024 0.0024 0.0028 0.0027 At period-end 0.0024 0.0024 0.0028 0.0028 One Brazilian real into U.S. dollars High 0.2106 0.2043 0.2515 0.2675 Average 0.1877 0.1852 0.2324 0.2525 Low 0.1741 0.1688 0.1928 0.2393 At period-end 0.2102 0.1772 0.1928 0.2491 ______________________ Source: FactSet Interest Rate Risk We are subject to market risk from exposure to changes in interest rates on borrowings under the Company’s long-term debts.
Added
The value of these currencies has fluctuated relative to the U.S. dollar for the periods reflected in the table as follows: Twelve Months Ended December 31, 2023 2022 One British pound sterling into U.S. dollars High 1.31 1.37 Average 1.24 1.24 Low 1.18 1.07 At period-end 1.27 1.20 One European euro into U.S. dollars High 1.12 1.15 Average 1.08 1.05 Low 1.05 0.96 At period-end 1.10 1.07 One Australian dollar into U.S. dollars High 0.71 0.76 Average 0.66 0.69 Low 0.63 0.62 At period-end 0.68 0.68 One Norwegian kroner into U.S. dollars High 0.1020 0.1167 Average 0.0948 0.1044 Low 0.0891 0.0918 At period-end 0.0985 0.1015 One Nigerian naira into U.S. dollars High 0.0022 0.0024 Average 0.0017 0.0024 Low 0.0011 0.0022 At period-end 0.0011 0.0022 One Brazilian real into U.S. dollars High 0.2118 0.2169 Average 0.2004 0.1941 Low 0.1833 0.1754 At period-end 0.2059 0.1894 ______________________ Source: FactSet Cash Flow Hedges of Forecasted Foreign Currency Transactions We may use foreign exchange hedge contracts to hedge foreign currency exposures.
Added
We hedge these cash flow exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. As December 31, 2023, these foreign exchange hedge contracts, carried at fair value, have maturities of up to 15 months.
Added
We enter into these foreign exchange hedge contracts to hedge forecasted transactions in the normal course of business and accordingly, they are not speculative in nature. We record changes in fair value of these cash flow hedges in accumulated other comprehensive income (loss) in our Consolidated Balance Sheets, until the forecasted transaction occurs.
Added
When the forecasted transaction affects earnings, we reclassify the related gain or loss on the cash flow hedges to earnings in the same line item as the hedged items.
Added
In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the deferred gain or 59 Table of Contents loss on the related cash flow hedge from accumulated other comprehensive income (loss) to earnings.
Added
For the twelve months ended December 31, 2023, there were no net gains or losses recognized in earnings relating to hedges of forecasted transactions that did not occur. See Note 8 to the consolidated financial statements for additional details regarding our derivative financial instruments.

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