vtol-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________________

FORM 10-Q

________________________________________

(Mark One)


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	June 30, 2022


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

Commission File Number

001-35701

Bristow Group Inc.

(Exact name of registrant as specified in its charter)


Delaware		72-1455213
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

3151 Briarpark Drive, Suite 700
Houston,	Texas	77042
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(713) 267-7600


None

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

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


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

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

☑

☐

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

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

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

The total number of shares of common stock, par value $0.01 per stock, outstanding as of August 1, 2022 was 27,936,165. The Registrant has no other class of common stock outstanding.

BRISTOW GROUP INC.

INDEX


PART I. Financial Information			1

	Item 1.	Financial Statements (Unaudited)	1

		Condensed Consolidated Statements of Operations	1

		Condensed Consolidated Statements of Comprehensive Income (Loss)	2

		Condensed Consolidated Balance Sheets	3

		Condensed Consolidated Statements of Changes in Stockholders’ Equity	4

		Condensed Consolidated Statements of Cash Flows	5

		Notes to Condensed Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

	Item 4.	Controls and Procedures	25

PART II. Other Information			26

	Item 1.	Legal Proceedings	26

	Item 1A.	Risk Factors	26

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities	26

	Item 3.	Defaults Upon Senior Securities	26

	Item 4.	Mine Safety Disclosures	26

	Item 5.	Other Information	26

	Item 6.	Exhibits	27

		Signatures	28

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per stock amounts)


	Three Months Ended June 30,
	2022		2021
Revenues:
Operating revenues	$	294,148	$	288,351
Reimbursable revenues	7,589		12,251
Total revenues	301,737		300,602

Costs and expenses:
Operating expenses	224,501		214,503
Reimbursable expenses	7,287		12,114
General and administrative expenses	40,159		37,483
Merger and integration costs	368		1,735
Restructuring costs	—		851
Depreciation and amortization expense	16,536		23,195
Total costs and expenses	288,851		289,881

Loss on impairment	(5,187)		(21,934)
Gain (loss) on disposal of assets	(2,101)		499
Earnings (losses) from unconsolidated affiliates, net	115		(1,517)
Operating income (loss)	5,713		(12,231)

Interest income	74		66
Interest expense	(10,242)		(10,624)

Reorganization items, net	(49)		(446)
Loss on sale of subsidiaries	—		(2,002)


Other, net	16,750		6,184
Total other income (expense), net	6,533		(6,822)
Income (loss) before income taxes	12,246		(19,053)
Income tax benefit (expense)	(8,231)		4,842
Net income (loss)	4,015		(14,211)
Net (income) loss attributable to noncontrolling interests	(28)		14
Net income (loss) attributable to Bristow Group Inc.	$	3,987	$	(14,197)
Income (loss) per common stock:
Basic	$	0.14	$	(0.50)
Diluted	$	0.14	$	(0.50)
Weighted average common stock outstanding:
Basic	28,269		28,669
Diluted	28,912		28,669

See accompanying notes to condensed consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, in thousands)


	Three Months Ended June 30,
	2022		2021

Net income (loss)	$	4,015	$	(14,211)
Other comprehensive income (loss):
Currency translation adjustments	(48,063)		1,272
Pension liability adjustment	2,355		(48)
Unrealized gain on cash flow hedges, net	1,296		942
Total other comprehensive income (loss)	(44,412)		2,166
Total comprehensive loss	(40,397)		(12,045)
Net comprehensive (income) loss attributable to noncontrolling interests	(28)		14
Total comprehensive loss attributable to Bristow Group Inc.	$	(40,425)	$	(12,031)

See accompanying notes to condensed consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)


	June 30,		March 31,
	2022		2022
ASSETS
Current assets:
Cash and cash equivalents	$	255,036	$	263,769
Restricted cash	3,397		2,245
Accounts receivable, net of allowance for doubtful accounts of $1,841 and $1,886 as of June 30, 2022 and March 31, 2022, respectively	212,089		203,771
Inventories	81,362		81,674
Assets held for sale	54		59
Prepaid expenses and other current assets	30,848		28,367
Total current assets	582,786		579,885
Property and equipment, net of accumulated depreciation of $156,768 and $149,532 as of June 30, 2022 and March 31, 2022, respectively	900,756		942,608
Investment in unconsolidated affiliates	17,000		17,585
Right-of-use assets	215,480		193,505
Other assets	126,350		90,696
Total assets	$	1,842,372	$	1,824,279
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	87,249	$	63,497
Accrued wages, benefits and related taxes	40,621		53,424
Income taxes payable and other accrued taxes	10,035		13,410
Deferred revenue	14,182		15,161
Accrued maintenance and repairs	78,854

SEC Form 10-Q filed by Bristow Group Inc.