Bristow Group Inc. Annual Report 2020

FY2020 Annual Report · Bristow Group Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________
FORM 10-K
________________________________________
ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

March 31, 2021

☐

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
(State or Other Jurisdiction of
Incorporation or Organization)

3151 Briarpark Drive, Suite 700

Houston, Texas

(Address of Principal Executive Offices)

72-1455213
(IRS Employer
Identification No.)

77042
(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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes ý No

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 is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes ý 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

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 ☑

The aggregate market value of the voting stock of the registrant held by non-affiliates as of September 30, 2020 was $510,176,333. The total number of shares of common
stock, par value $0.01 per share, outstanding as of May 21, 2021 was 29,692,703. The Registrant has no other class of common stock outstanding.

Table of Contents

Item 1. Business

General

BRISTOW GROUP INC.
FORM 10-K

TABLE OF CONTENTS

PART I

Markets, Segments and Seasonality

Equipment and Services

Customers and Contractual Arrangements

Competitive Conditions

Human Capital Management

Government Regulation

Safety, Industry Hazards and Insurance

Where You Can Find More Information

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

PART II

Securities

Holders of Record

Company Purchases of Equity Securities

Performance Graph

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Table of Contents

Overview

Lines of Service

Market Outlook

Components of Revenue and Expenses

Results of Operations

Liquidity and Capital Resources

Contingencies

Critical Accounting Policies and Estimates

Recent Accounting Pronouncements

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

PART IV

Item 15. Exhibits and Financial Statement Schedules

Item 16. Form 10-K Summary

Table of Contents

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements are statements about our future business, strategy, operations, capabilities and results: financial projections: plans
and objectives of our management: expected actions by us and by third parties, including our customers, competitors, vendors
and regulators: and other matters. Some of the forward-looking statements can be identified by the use of words such as
“believes”, “belief”, “forecasts”, “expects”, “plans”, “anticipates”, “intends”, “projects”, “estimates”, “may”, “might”, “will”,
“would”, “could”, “should” or other similar words; however, all statements in this Annual Report, other than statements of
historical fact or historical financial results, are forward-looking statements.

Our forward-looking statements reflect our views and assumptions on the date we are filing this Annual Report
regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and
unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to
differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements.
Accordingly, you should not put undue reliance on any forward-looking statements.

You should consider the following key factors when evaluating these forward-looking statements:

•

The novel coronavirus pandemic (“COVID-19”) and related economic repercussions have resulted, and may
continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to
cause, a decrease in the demand for our services;
expected cost synergies and other financial or other benefits of the Merger might not be realized within the
expected time frames, might be less than projected or may not be realized at all;

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

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

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

the increase in indebtedness as a result of the Merger;

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

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

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

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

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

fluctuations in the demand for our services;

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

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

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

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

potential effects of increased competition;

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

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

•

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•

the possibility of changes in tax and other laws and regulations and policies, including, without limitation,
actions of the Biden Administration that impact oil and gas operations or favor renewable energy projects in the
U.S.;

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

general economic conditions, including the capital and credit markets;

the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely;

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

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

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

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

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

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

Table of Contents

PART I

ITEM 1.

BUSINESS

On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger
Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020
(the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was
consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation and
as a direct wholly owned subsidiary of Era. Following the Merger, Era changed its name to Bristow Group Inc., and Old
Bristow changed its name to Bristow Holdings U.S. Inc.

Unless the context indicates otherwise: (i) the terms “we,” “our,” “ours,” “us,” “Bristow Group,” “Bristow,” the
“Company” and “Combined Company” refer to the entity currently known as Bristow Group Inc. and formerly known as Era
Group Inc., together with its subsidiaries; (ii) “Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now
known as Bristow Holdings U.S. Inc., together with its subsidiaries; and (iii) “Era” refers to Era Group Inc. (currently known
as Bristow Group Inc., the parent of the Combined Company) and its subsidiaries prior to consummation of the Merger.
“Common Stock” refers to the common stock, par value $0.01 per share, of Bristow Group. The Company’s fiscal year ended
on March 31, 2021 and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ended March 31,
2021 is referred to as “fiscal year 2021”. Bristow Group’s principal executive office is located at 3151 Briarpark Drive, Suite
700, Houston, Texas 77042, and its telephone number is (713) 267-7600. Bristow Group’s website address is
www.bristowgroup.com. The reference to Bristow Group’s website is not intended to incorporate the information on the
website into this Annual Report on Form 10-K.

On May 11, 2019 (the “Petition Date”), Old Bristow and certain of its subsidiaries (collectively the “Debtors”) filed
voluntary petitions (the “Chapter 11 Cases”) in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division
(the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”). On August 1,
2019, the Debtors filed with the Bankruptcy Court their Joint Chapter 11 Plan of Reorganization, and on August 20, 2019, the
Debtors filed their Amended Joint Chapter 11 Plan of Reorganization (as further modified on August 22, 2019, the “Amended
Plan”) and the related Disclosure Statement (as further modified on August 22, 2019, the “Amended Disclosure Statement”).
On October 8, 2019, the Bankruptcy Court entered an order approving the Amended Disclosure Statement and confirming the
Amended Plan. The effective date of the Amended Plan (the “Effective Date”) occurred on October 31, 2019 at which point the
Debtors emerged from the Chapter 11 Cases. Upon Old Bristow’s emergence from the Chapter 11 Cases, Old Bristow adopted
fresh-start accounting in accordance with provisions of the Financial Accounting Standards Board’s (“FASB”) Accounting
Standards Codification (“ASC”) No. 852, “Reorganizations” (“ASC 852”), which resulted in Old Bristow becoming a new
entity for financial reporting purposes on the Effective Date.

In this Annual Report on Form 10-K, references to:

•
•

“Predecessor” refer to Old Bristow on and prior to October 31, 2019; and
“Successor” refer to the reorganized Old Bristow on and after November 1, 2019 until completion of the Merger
and after completion of the Merger refer to the Combined Company.

Table of Contents

General

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

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

In certain countries that limit foreign ownership of aviation companies and where we believe it is beneficial to access the
local market for aviation support, we conduct our operations through subsidiaries, strategic alliances with foreign partners or
through joint ventures with local shareholders. These arrangements, that combine a local ownership interest with Bristow’s
experience in providing aviation services to the offshore energy industry, have allowed us to expand operations while
diversifying risk.

Markets, Segment and Seasonality

Global demand for helicopters in support of offshore oil and gas exploration, development and production is affected by
the offshore exploration and production. The activity levels are affected by prevailing and anticipated oil and gas prices, price
volatility all of which influence capital spending decisions by our customers. Historically, the prices for oil and gas and,
consequently, the level of activity in the offshore oil and gas 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.

Aviation services, the single segment in which we conduct our business, is deployed out of four regions: Europe Caspian,
Africa, Americas and Asia Pacific. The current principal markets for our aviation services to the offshore oil and gas
exploration, development and production industry are in Brazil, Canada, Guyana, Nigeria, Norway, Suriname, Trinidad, the
U.K and the U.S. Gulf of Mexico. In addition, we currently have customers in Australia, Chile, Colombia, India, Mexico and
Spain.

For the fiscal year ended March 31, 2021, approximately 72% of our total revenues were derived from oil and gas
services, including emergency response services, provided to customers primarily engaged in offshore oil and gas exploration,
development and production activities and U.S. government agencies that oversee these activities. Accordingly, our results of
operations are, to a large extent, tied to the level of offshore exploration, development and production activity by oil and gas
companies. In the fiscal year ended March 31, 2021, approximately 20% of our total revenues were derived from U.K. SAR
services, and approximately 8% were derived from fixed wing and other services.

Table of Contents

Europe Caspian

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. 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 oil and gas 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. We also provide emergency response services through the U.K. SAR contract with the Department of Transport
(“DfT”) servicing the public sector SAR needs for all of the U.K. on behalf of the MCA. 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.

Americas

We are one of the largest providers of aviation services in North America with a strong presence in a number of Latin
American countries. Our operations in the Americas are subject to seasonality where fewer hours of daylight in the fall and
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. Gulf of Mexico, which is a major
offshore oil and gas exploration, development and production region and one of the largest oil and gas aviation markets in the
world. Our client base in the U.S. 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. During a tropical storm, we are unable to operate in the area of the storm, however,
flight activity may increase immediately before and after a storm due to the evacuation and return of offshore workers.

Brazil. Brazil has one of the largest deepwater offshore exploration, development and production areas in the world. We

currently operate from a network of bases strategically located in Brazil providing aviation services to offshore platforms.

Guyana. With numerous ongoing offshore exploration and development operations, Guyana is becoming one of the
largest deepwater offshore exploration sites in the region. We provide offshore aviation transportation services and SAR
services.

Trinidad. For over a century, Trinidad has had considerable oil and gas exploration activity on land and in shallow

waters. We provide offshore aviation transportation services and SAR services to our customers in the region.

Latin America, Other. 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. In Colombia, we own a 75% interest in
Sicher Helicopters SAS (“Sicher”), a provider of helicopter services to Colombia’s oil and gas market.

Canada. We own a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“Cougar), a major
aviation services provider in Canada. Cougar’s operations are primarily focused on serving the offshore oil and gas industry off
Canada’s Atlantic coast and in the Arctic.

Africa

Nigeria. We are the largest provider of 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. Operations in Nigeria are subject to seasonality as the Harmattan, a dry and dusty
trade wind, blows between the end of December and the middle of February. At times when the heavy amount of dust in the air
severely limits visibility, our aircraft are unable to operate.

Egypt. 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.

Table of Contents

Asia Pacific

Australia. We own a regional fixed wing operator through a consolidated affiliate, Capiteq Limited (“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.

Equipment and Services

We own and operate three classes of helicopters:

•

Heavy helicopters, which have twin engines and a typical passenger capacity of 16 to 19, 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. Gulf of Mexico, Brazil and the North Sea. Heavy helicopters are
also used to support SAR operations.

• Medium helicopters, which have twin engines and a typical passenger capacity of 12, 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 and a typical passenger capacity of four to seven, are
used to support a wide range of activities, including the offshore energy industry, utility services and corporate
uses.

As of March 31, 2021, our total fleet consisted of 247 aircraft, of which 234 were helicopters. Our helicopters consist of
93 heavy helicopters, 93 medium helicopters, 18 light twin engine helicopters and 30 light single engine helicopters. Our fleet
also includes 11 fixed wing aircraft and two unmanned aerial vehicles (“UAV”).

Table of Contents

The following table identifies the types of aircraft that comprise our fleet and the number of those aircraft in our fleet as

of March 31, 2021.

Number of Aircraft

Owned
Aircraft

Leased
Aircraft

Aircraft
Held For
Sale

Consolidated
Aircraft

Maximum
Passenger
Capacity

Average Age
(years)(1)

Type
Heavy Helicopters:

S-92....................................................

S-92 U.K. SAR...................................

H225...................................................

AW189...............................................
AW189 U.K. SAR .............................

Medium Helicopters:

AW139...............................................

S-76 C+/C++......................................

S-76D.................................................

B212...................................................

Light—Twin Engine Helicopters:

AW109...............................................

EC135.................................................

BO 105...............................................

Light—Single Engine Helicopters:

AS350.................................................

AW119...............................................

Total Helicopters

Fixed wing..........................................

UAV...................................................
Total Fleet

—

187

—

194

______________________

(1)

Reflects the average age of helicopters that are owned.

—

234

247

—

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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, 2021.

Percentage
of Fiscal
Year 2021
Operating
Revenues

Heavy

Europe Caspian.......................................
Americas..................................................
Africa.......................................................
Asia Pacific.............................................
Total........................................................

Aircraft not currently in fleet:

On order...........................................

_____________

(2)

Includes 49 leased aircraft as follows:

55 %
29 %
9 %
7 %
100 %

63
23
7
—
93

Helicopters

Medium
12
59
20
2
93

—

Light
Twin

Light
Single

UAV

Fixed
Wing

Total (2)

—
18
—
—
18

4
26
—
—
30

—

2
—
—
—
2

—

—
—
2
9
11

—

81
126
29
11
247

Europe Caspian..........................................................
Americas....................................................................
Africa.........................................................................
Asia Pacific................................................................
Total...........................................................................

Leased Aircraft in Consolidated Fleet

Helicopters

Heavy

28
5
3
—
36

Medium Light Twin
—
—
—
—
—

1
3
1
2
7

Light
Single

UAV

Fixed
Wing

Total

—
—
—
—
—

2
—
—
—
2

—
—
1
3
4

31
8
5
5
49

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. As offshore oil and gas exploration, development and
production moves to deeper water, more heavy and medium helicopters and newer technology helicopters may be required.
Our orders and options to purchase helicopters are primarily for heavy helicopters. These capital commitments reflect our effort
to meet customer demand for helicopters suitable for the deepwater market.

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. 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 for discussion on our bases and operating facilities.

Aviation Operating Certificates

Globally, we provide and operate aircraft under contracts using an Air Operator’s Certificate (“AOC”), typically issued
by the relevant country’s applicable regulatory agency. In certain markets, local regulation may require us to partner with
another operator, through an alliance or joint venture, who maintains an AOC compliant with the local regulatory requirements.
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.

As of March 31, 2021, we retained 13 AOC’s in 12 different countries to facilitate our operations.

Customers and Contractual Arrangements

Our principal customers in the markets in which we operate are international, independent and major integrated energy
companies and government agencies. During the fiscal year ended March 31, 2021, our top ten customers accounted for
approximately 63% of operating revenues, and the combined revenues from Dft, Equinor ASA and ConocoPhillips Co.
accounted for 35% of our operating revenues.

Table of Contents

We charter the majority of our helicopters primarily through master service agreements, subscription agreements, day-to-
day charter arrangements, fixed-term noncancelable contracts and dry-leases. 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 five years and generally may be canceled without penalty upon 30-365 days’
notice and may also include escalation provisions allowing annual rate increases. 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. 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. The rate structure, as it applies to our contracts with oil and gas customers,
typically contains terms that limit our exposure to changes in fuel costs.

Our fixed wing services are generally provided through scheduled charter service or regular public transport service. We
also provide charter services to customers on an “ad hoc” basis, which usually entails a shorter notice period and shorter
contract duration. Regular public transport service is provided through established daily or weekly flight schedules and is based
upon individual ticket sales to customers.

Our leasing customers are typically other helicopter operators that operate our helicopters under their AOCs and retain
the operating risk. Leases generally run from one to five years and may contain early cancellation provisions. Under these
leases, we may provide only the equipment or provide additional services such as logistical and maintenance support, training
services and flight and maintenance crews.

Competitive Conditions

The aviation services industry is highly competitive throughout the world. Customers tend to rely heavily on existing
relationships and seek operators with established safety records and knowledge of the operating environment. 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. 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. Incumbent operators typically have a
competitive advantage in the bidding process based on their relationship with the client, knowledge of the site characteristics
and existing facilities to support the operations. 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 Babcock Mission Critical Services Offshore, CHC Group LLC, NHV Group and

PHI, Inc. (“PHI”). We may also face competition from a number of smaller operators which vary by region.

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. 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. We seek qualified candidates who are aligned with our
commitment to safety and other core values of integrity, passion, teamwork and progress. Our areas of focus for human capital
management are:

Health and Safety — Safety is our number one core value and highest operational priority. 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.

During fiscal year 2021, we achieved our target of zero air accidents. Additionally, we believe in keeping everyone safe
and well, which includes doing our part to safeguard our physical and mental well-being. We currently have global resources in
place to support mental health including an employee well-being portal that provides information and support channels for
navigating stress and access to counseling and mental health professionals for all our employees around the world. In response

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to the COVID-19 pandemic, we have taken a number of steps to help protect the health and well-being of our workforce and
communities, including the implementation of flexible work schedules, incremental paid time off for employees experiencing
symptoms and augmenting safety operational procedures to prevent workplace and passenger exposure.

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. Our licensed professionals
are afforded the opportunity for continuing education in their fields of expertise.

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. 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.

Bristow Uplift — We are committed to ensuring responsible operations in the communities in which we live and work.
Through Bristow Uplift, we align business practices with social investments to make a positive impact and build strong
community relationships that will make a positive difference in these communities. Bristow Uplift makes a positive difference,
builds strong community relationships, and creates long-term value for our business. We have organized Bristow Uplift into
five pillars supporting: Education, the Underserved, Health and Wellness, Diversity, and Sustainability. Bristow also matches
employee donations to philanthropic organizations around the world. Through these efforts, we support building strong
community relationships through the causes that are most important to our employees, ultimately creating long-term value for
our business.

As of March 31, 2021, we employed 3,167 individuals, including 833 pilots and 824 mechanics. We consider our

relations with our employees to be good.

As of March 31, 2021, approximately 55% 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. Furthermore, a failure to reach an agreement on certain key issues could result in strikes,
lockouts or other work stoppages.

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The following table sets forth our main employee groups and status of the collective bargaining agreements:

Employee Group

U.K. Pilots
U.K. Technical Crew

Representatives
British Airline Pilots Association

U.K. Engineers and Staff

Unite

Status of Agreement
Pilot agreement expired in March
2020. Technical crew agreement
expired in April 2019.
Agreement expired in March 2020.

Bristow Norway Pilots

Bristow Norway Flygerforening

Agreement expired in March 2020.

Approximate Number of
Employees Covered
by Agreement

341

526

181

142

106

Bristow Norge Teknisk Forening

Bristow Norway Ledeme,
Bristow Norway Redningsmenn
and Bristow Norway Operations
Parat
National Union of Air Transport
Employees; Air Transport
Services Senior Staff Association
of Nigeria
Nigerian Association of Airline
Pilots and Engineers
National Aeronaut Union (SNA)

Employee’s Union of the Air
Service of Rio de Janeiro
(SIMARJ)

Agreement expires in September
2021.
Agreements expire in September
2019, March 2021 and March
2020.

Agreement expired in March 2021.

Agreement expired in July 2020.

Agreement expired in November
2018.

Agreement expires in November
2021.

National Union of Air Service
Employees (SNAV)

Agreement expires in November
2021.

Bristow Norway
Engineers
Norway Administration,
Rescumen and Traffic
Operations

Nigeria Junior and Senior
Staff

Nigeria Pilots and
Engineers
Brazil Pilots

Brazil Engineers and
Employees in Rio de
Janeiro (administrative
and management)
Brazil Employees Air
Service in Cabo Frio
Airport
(admin, general
maintenance, ground
support, management)

Australia BHA Pilots and
Australia Engineers

Trinidad Fitters and
Handlers
Airnorth Pilots

Australian Federation of Air
Pilots, Australian Licensed
Aircraft Engineers Association
(“ALAEA”), Australian
Manufacturing Union
(“AMWU”) and Australian
Workers Union
Oilfield Workers’ Trade Union
(OWTU)
Australian Federation of Air
Pilots

Airnorth Engineers

Australian Licensed Aircraft
Engineers Association (ALAEA)

Agreement for BHA pilots expired
in March 2020. Agreement for
Australia engineers expired in
October 2019. Australian Workers
Union expired December 2018.

Agreement expires in May 2022.

Agreement expired in June 2008.
Currently being rolled over on an
annual basis and in negotiations.
Agreement expired in June 2016.
Currently being rolled over on an
annual basis and in negotiations.

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Government Regulation

Regulatory Matters. 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.

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”). The holder of an operating license must meet the criteria of Regulation (EC) 1008/2008, as amended
and incorporated into U.K. law by the Operation of Air Services (Amendment etc.) (EU Exit) Regulations. These criteria
include, inter alia, an air carrier’s financial fitness, the adequacy of its insurance, and the fitness of the persons who will manage
the air carrier. To operate under our route license, the company through which we conduct operations in the U.K., Bristow
Helicopters, must be majority owned and controlled by U.K. nationals.

The CAA regulates our U.K. flight operations and exercises jurisdiction over personnel, aircraft, ground facilities and
certain technical aspects of those operations. The CAA often imposes improved safety standards. Under the Licensing of Air
Carriers Regulations 1992, it is unlawful to operate any aircraft for hire within the U.K. unless such aircraft are approved by the
CAA. Changes in U.K. statutes or regulations, 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 the U.K.

We are subject to the U.K. Bribery Act, which creates criminal offenses for bribery and failing to prevent bribery. 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 are obligated to comply with U.K. and Export Controls and Economic Sanctions. U.K. and 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.

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. The holder of an
operating license must meet the ownership and control requirements criteria of Regulation (EC) 1008/2008, as amended and
incorporated into Norwegian law. The company through which we conduct operations in Norway must be majority owned and
controlled by E.U. nationals.

United States

As a certified air carrier, our U.S. operations are subject to regulations under the Federal Aviation Act, regulations of the
Department of Transportation (“DOT”) and other laws. We carry persons and property in our helicopters under an air taxi
Certificate granted by the FAA. The FAA regulates our U.S. flight operations and, in this respect, exercises jurisdiction over
personnel, aircraft, ground facilities and certain technical aspects of our operations. The DOT can review our economic fitness
to continue our operations at any time and if a substantial change occurs to our management, ownership or capital structure,
among other things. The National Transportation Safety Board is authorized to investigate any aircraft accidents and to
recommend improved safety standards. 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. As a general rule, aircraft may be
registered under the Federal Aviation Act only if the aircraft are owned or controlled by one or more citizens of the U.S. An
operating certificate may be granted only to a citizen of the U.S. For purposes of these requirements, a corporation is deemed to

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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. If persons other
than U.S. citizens should come to own or control more than 25% of our voting interest or if any of the other requirements are
not met, we have been advised that our aircraft could be subject to deregistration under the Federal Aviation Act, and we might
lose our ability to operate within the U.S. Deregistration of our aircraft for any reason, including foreign ownership in excess of
permitted levels, would have a material adverse effect on our ability to conduct certain operations within our Americas region
operations. 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, 2021 (Successor), we believe that non-U.S. citizens owned less than 25% of our outstanding
common stock. Although there is limited trading our common stock, our foreign ownership may nevertheless fluctuate on each
trading day, which may result in the reduction of voting rights of shares held by non-U.S. citizens in excess of the 25%
threshold pursuant to our organizational documents.

We are subject to the U.S. 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. 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 ITAR that controls the export and import of defense-related articles, services and technical data.
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. 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. Recent changes in Brazilian law
eliminated the requirement that an operator be “controlled” by nationals of Brazil. Accordingly, we acquired the interests of
our former partner and now own 100% of our operating entity in Brazil, Bristow Brazil (formerly Aeróleo). Any change in the
licensing requirements could affect the licenses of Bristow Brazil. Our ability to conduct our helicopter operating business in
Brazil is dependent on our ability to maintain Bristow Brazil’s licenses and AOC.

Nigeria

We are subject to state and local laws and regulations governing our services. Our operations in Nigeria are also subject
to the Nigerian Content Development Act, which requires that oil and gas contracts be awarded to a company that is seen or
perceived to have more “local content” than a “Foreign” competitor. Additionally, the Nigerian Content Development Act
allows the monitoring board to penalize companies that do not meet these local content requirements up to 5% of the value of
the contract.

Other

We are subject to state and local laws and regulations including, but not limited to, significant state regulations for our
emergency response services. In addition, our operations in other markets are subject to local governmental regulations that
may limit foreign ownership of aviation companies. Because of these local regulations, we conduct some of our operations
through entities in which citizens of such countries own a majority interest and we hold a noncontrolling interest, or under
contracts which provide that we operate assets for the local companies and conduct their flight operations. 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.

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Environmental

Our business is subject to international and U.S. federal, state and local laws and regulations relating to environmental
protection and occupational safety and health, including laws and regulations that govern the discharge of oil and pollutants into
navigable waters. If we fail to comply with these environmental laws and regulations, administrative, civil and criminal
penalties may be imposed, 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. These laws and regulations may
expose us to strict, joint and several liability for the conduct of or conditions caused by others or for our own acts even though
these actions were in compliance with all applicable laws and regulations at the time they were performed. 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. In addition, because our operations generate and,
in some cases, involve the transportation of hazardous wastes, we are subject to the federal Resource Conservation and
Recovery Act, which regulates the use, generation, transportation, treatment, storage and disposal of certain hazardous and non-
hazardous wastes. 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. 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 that have been released into the environment. In
addition, neighboring landowners or other third parties may file claims for personal injury, property damage and recovery of
response cost. We own, lease, or operate properties and facilities that, in some cases, have been used for industrial activities for
many years. Hazardous substances, wastes, or hydrocarbons may have been released on or under the properties owned or leased
by us, or on or under other locations where such substances have been taken for disposal. In addition, some of these properties
have been operated by third parties or by previous owners whose treatment, storage and disposal or release of such substances
was not under our control. These properties and the substances and wastes disposed or released on them may be subject to
CERCLA and analogous state laws. 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.

In addition, our customers in the oil and gas exploration, development and production industry are affected by

environmental laws and regulations that may restrict their activities and may result in reduced demand for our services.

We believe that our operations are currently in material compliance with all environmental laws and regulations. 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, because such laws and regulations are frequently
changing and may impose stricter requirements, we cannot predict the ultimate cost of complying with these laws and
regulations.

We manage exposure to losses from the above-described laws and regulations through our efforts to use only well-
maintained, well-managed and well-equipped facilities and equipment and our development of safety and environmental
programs, including our insurance program. We believe these efforts will be able to accommodate all reasonably foreseeable
environmental regulatory changes. There can be no assurance, however, that any future laws, regulations or requirements, or
that any discharge or emission of pollutants by us will not have a material adverse effect on our business, financial position or
our results of operations.

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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 to
people. Itis owned by each employee and led by our President and Chief Executive Officer, who is responsible for setting the
tone at the top. This culture is exemplified by our status as a founding member of HeliOffshore.

Our safety, legal, and compliance departments oversee our adherence with government regulations, customer safety
requirements and safety standards within our organization, the standardization of our base operating procedures and the proper
training of our employees. A key to maintaining our strong safety record is having highly qualified, experienced, and well-
trained employees. We conduct extensive training and develop, implement, monitor, and continuously improve our safety
management system to proactively manage risk and support the physical safety and mental wellness of our employees.

Aviation services are potentially hazardous and may result in incidents or accidents. 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 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.

Where You Can Find More Information

We are required to file annual, quarterly and current reports, proxy statements and other information with the U.S.
Securities and Exchange Commission (“SEC”). Unless otherwise stated herein, these filings are not deemed to be incorporated
by reference in this report. All of our filings with the SEC will be available once filed, free of charge, on our website, including
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on
Form DEF-14A and any amendments to those reports. These reports and amendments will be available on our website as soon
as reasonably practicable after we electronically file the reports or amendments with the SEC. The reference to our website is
not intended to incorporate the information on the website into this Annual Report on Form 10-K. 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 Nominating and Corporate Governance
Committee charters are available, free of charge, on our website or in print for stockholders.

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ITEM 1A.

RISK FACTORS

Our business, results of operations, financial condition, liquidity, cash flow and prospects may be materially and
adversely affected by numerous risks and uncertainties. Although it is not possible to predict or identify all such risks and
uncertainties, they may include, but are not limited to, the risks and uncertainties described below. These risks and
uncertainties represent some of the more critical risk factors that affect us, in addition to the other information that has been
provided in this Annual Report on Form 10-K. Our business operations or actual results could also be similarly impacted by
additional risks and uncertainties that are not currently known to us or that we currently deem immaterial to our operations.

Risks Related to the COVID-19 Pandemic

•

the COVID-19 pandemic and related economic repercussions, including a decrease in the price of and demand for oil.

Risks Related to Our Business

•
•
•

•
•
•
•

•
•
•
•
•

•
•

failure to realize the anticipated benefits and cost savings of the Merger;
inadequate or unfavorable sources of capital funding;
potential significant corporate transactions may not achieve their intended results, may adversely affect our financial
condition and our results of operations or result in unforeseeable risks 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;
unsuccessful diversification efforts into other aviation services;
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. Gulf of Mexico;
failure to dispose of aircraft through sales into the aftermarket;
dependence on a small number of helicopter manufacturers and lessors;
a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopter and
fixed wing aircraft and supplier cost increases;
ability to grow in core markets and expand into new business lines and international markets; and
our operations are subject to weather-related and seasonal fluctuations.

Risks Related to Our Customers and Contracts

•
•
•
•
•
•

•

a focus by our customers on cost-saving measures rather than quality of service;
our industry is highly competitive and cyclical, with intense price competition;
we depend on a small number of customers for a significant portion of our revenue;
our contracts often can be terminated or downsized by our customers without penalty;
our U.K. SAR contract can be terminated and is subject to certain other rights of the DfT;
reductions in spending on aviation services by governmental agencies could lead to modifications of contract terms or
delays in receiving payments;
our fixed operating expenses and long-term contracts with customers could adversely affect our business under certain
circumstances; and
consolidation of and asset sales by, our customer base could materially adversely affect demand for our services and
reduce our revenues.

Risks Related to the Oil and Gas Industry

•

the demand for our services is substantially dependent on the level of offshore oil and gas exploration, development
and production activity;
unconventional crude oil and natural gas sources and improved economics of producing natural gas and oil from such
sources have exerted and could continue to exert downward pricing pressures; and
any significant development impacting deepwater drilling in the U.S. Gulf of Mexico.

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;

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•
•

•

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;
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 Our Common Stock and Corporate Structure

•
•
•

•

our stock price may fluctuate significantly;
securities analyst coverage or lack of coverage may have a negative impact on our stock price;
provisions in our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law
may discourage, delay or prevent a change of control of the Company or changes in our management;
regulations limit foreign ownership of the Company, which could reduce the price of our common stock and cause
owners of our common stock who are not U.S. persons to lose their voting rights; and
our certificate of incorporation includes a forum selection clause, which could limit our stockholders’ ability to obtain
a favorable judicial forum for disputes with us.

General Risks

•
failure to attract and retain qualified personnel;
•
adverse results of legal proceedings;
service interruptions, data corruption, cyberattacks or network security breaches;
•
• material weaknesses in or failure to maintain an effective system of internal controls;
•
•

failure to develop or implement new technologies; and
increasing attention to environmental, social and governance matters.

Risks Related to the COVID-19 Pandemic

The COVID-19 pandemic and related economic repercussions have resulted, and may continue to result, in a decrease in the
price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services.

The COVID-19 pandemic and related economic repercussions have created significant volatility, uncertainty and turmoil
in businesses globally, particularly in the oil and gas industry. These events have directly affected our business and have
exacerbated the potential negative impact from many of the risks described in this Annual Report on Form 10-K, including
those relating to our customers’ capital spending and trends in oil and natural gas prices. In addition, our ability to move aircraft
has been impacted by the quarantine requirements in the jurisdictions in which we operate.

In an effort to contain and mitigate the spread of COVID-19, many countries, including those in which we have
significant operations such as the U.K. and the U.S., imposed unprecedented restrictions on travel and business leading to a
substantial reduction in global economic activity. While lower infection rates coupled with the availability of vaccines for
COVID-19 has caused some economic activity to recover, the return to a normal business and economic environment, as well
as the capital spending decisions of oil and gas producers, will ultimately depend on infections rates and the pace of deployment
of the vaccine.

In the midst of the ongoing COVID-19 pandemic, in the first quarter of 2020, the Organization of Petroleum Exporting
Countries and other oil producing countries (“OPEC+”) were initially unable to reach an agreement to continue to impose limits
on the production of crude oil. Oil demand significantly deteriorated as a result of the preventative measures taken around the
world to mitigate the spread of the virus. The convergence of these events created the unprecedented dual impact of a global oil
demand decline.. Although OPEC+ agreed in April 2020 to cut oil production and extended production cuts through March
2021, there is no assurance that the agreement will continue or be observed by its parties. Although oil and gas prices have
recovered from their April 2020 lows, if OPEC+ is unable to agree on production limits in the future it could cause prices to
decrease to pre-pandemic prices.

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In addition to the effect on demand for our services discussed above, the pandemic affected the health of our workforce.
International, national and local government interventions enacted to reduce the spread of COVID-19 limited our employees’
ability to work and travel in certain circumstances. As a result, we may continue to see our workforce productivity reduced or
incur increased medical costs or insurance premiums as a result of these health risks, which could also significantly disrupt our
ability to provide helicopter services and equipment to our customers. For instance, if an outbreak occurs among our pilots,
technicians or other employees who must be present at operating bases, it is highly unlikely that we will be able to find
replacements while the affected employees are quarantined. We are strongly encouraging our workforce to obtain a vaccine to
the extent available in their respective jurisdiction.

The duration and severity of the business disruption and related financial impact from the COVID-19 pandemic cannot
be reasonably estimated at this time. While we believe we currently have sufficient liquidity to operate our business even if the
impact of the COVID-19 pandemic continues for an extended period of time or worsens, we cannot provide assurance that any
such event related to the pandemic would not have a material adverse effect on our business, financial condition and liquidity.

Risks Related to Our Business

We may fail to realize the anticipated benefits and cost savings of the Merger.

The success of the June 2020 Merger, including operational benefits and cost savings, will depend, in part, on our ability
to integrate the businesses of the merged companies in a manner that does not materially result in decreased revenues due to
loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of ongoing
business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain
relationships with customers and employees. The success of our integration may be more difficult than expected because of the
COVID-19 pandemic and its effect on our operations, including the fact that many of our key employees are working remotely.
Other difficulties that may arise include: integrating the companies’ operations and corporate functions; integrating and
unifying the product offerings and services available to customers; combining operating practices, employee development,
internal controls and other policies, procedures and processes; possible differences in business backgrounds, corporate cultures
and management philosophies; consolidating the companies’ administrative and information technology systems; integrating
accounting, finance, payroll, reporting and regulatory compliance systems; and managing a significantly larger company than
before the Merger.

We incurred material one-time costs to achieve Merger-related synergies and may fail to realize such estimated
synergies. While we believe these synergies are achievable, our ability to achieve such estimated synergies in the amounts and
time frame expected is subject to various assumptions based on expectations that are subject to a number of risks, which may or
may not be realized, the incurrence of other costs in our operations that may offset all or a portion of such synergies and other
factors outside our control. In addition, if we fail to achieve the anticipated cost benefits in a timely manner, we may be unable
to realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected
benefits associated with the Merger and adversely affect our business, financial condition and results of operations.

In order to support our business, we may require additional capital in the future that may not be available to us.

Our business is capital intensive, and to the extent we do not generate sufficient cash from operations, we will need to
raise additional funds to, among other things, purchase new equipment and maintain currently owned equipment. Adequate
sources of capital funding may not be available when needed, or may not be available on favorable terms. If we raise additional
debt financing, we will incur additional interest expense and the terms of such debt may be at less favorable rates than existing
debt and could require the pledge of additional assets as security or subject us to financial and/or operating covenants that affect
our ability to conduct our business. The issuance of additional equity or equity-linked capital could have the effect of diluting
current stockholders. If funding is insufficient at any time in the future, we may be unable to acquire additional aircraft, take
advantage of business opportunities, fund operating losses or respond to competitive pressures, any of which could harm our
business, financial condition and results of operations. See discussion of our capital commitments in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources—Contractual
Obligations and Commercial Commitments.”

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We may undertake one or more significant corporate transactions that may not achieve their intended results, may adversely
affect our financial condition and our results of operations or result in unforeseeable risks to our business.

We continuously evaluate the acquisition or disposition of operating businesses and assets and may in the future
undertake one or more significant transactions, such as the Merger. Any such transaction could be material to our business and
could take any number of forms, including mergers, joint ventures and the purchase of equity interests. The consideration for
such acquisitive transactions may include, among other things, cash, common stock or equity interests in us or our subsidiaries,
or a contribution of equipment to obtain equity interests, and in conjunction with a transaction we might incur additional
indebtedness. We also routinely evaluate the benefits of disposing of certain of our assets.

These transactions may present significant risks such as insufficient revenue to offset liabilities assumed, potential loss of
significant revenue and income streams, increased or unexpected expenses, inadequate return of capital, regulatory or
compliance issues, the triggering of certain covenants in our debt agreements (including accelerated repayment) and
unidentified issues not discovered in due diligence. In addition, such transactions could distract management from current
operations. As a result of the risks inherent in such transactions, we cannot guarantee that any such transaction will ultimately
result in the realization of its anticipated benefits or that it will not have a material adverse effect on our business, financial
condition and results of operations. If we were to complete such an acquisition, disposition, investment or other strategic
transaction, we may require additional debt or equity financing that could result in a significant increase in our amount of debt
and our debt service obligations or the number of outstanding shares of our common stock, thereby diluting holders of our
common stock outstanding prior to such acquisition.

Changes in the method of determining the London Interbank Offered Rate, or the replacement of the London Interbank
Offered Rate with an alternative reference rate, may adversely affect interest rates.

It is expected that a number of private-sector banks currently reporting information used to set the London Interbank
Offered Rate (“LIBOR”) will stop doing so after 2021 when their current reporting commitment ends, which could either cause
LIBOR to stop publication immediately or cause LIBOR’s regulator to determine that its quality has degraded to the degree that
it is no longer representative of its underlying market. It is unclear whether new methods of calculating LIBOR will be
established such that it continues to exist after 2021, or whether different benchmark rates used to price indebtedness will
develop. Borrowings under our current and future indebtedness may bear interest at rates tied to LIBOR. In the future, we may
need to renegotiate our existing indebtedness or incur other indebtedness, and the phase-out of LIBOR may negatively impact
the terms of such indebtedness. In addition, the overall financial market may be disrupted as a result of the phase-out or
replacement of LIBOR. Disruption in the financial market could have a material adverse effect on our financial position, results
of operations, and liquidity.

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. Hazards such as
harsh weather and marine conditions, mechanical failures, facility fires, spare parts damage, pandemic outbreaks, human error,
crashes and collisions are inherent risks in our business and may result in personal injury, loss of life, damage to property and
equipment, suspension or reduction of operations, reduced number of flight hours, the grounding of the aircraft involved in the
incident or an entire fleet of the same aircraft type, or insufficient ground facilities or spare parts to support operations. In
addition to any loss of property or life, our revenue, profitability and margins could be materially affected by an accident or
asset damage.

We, or third parties operating our aircraft, may experience accidents or damage to our assets in the future. These risks
could endanger the safety of both our own and our customers’ personnel, equipment, cargo and other property, as well as the
environment. If any of these incidents were to occur with equipment or other assets that we need to operate or lease to third
parties, we could experience loss of revenue, termination of charter contracts, higher insurance rates and damage to our
reputation and client relationships. 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. If other operators experience accidents with aircraft models that we

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operate or lease, obligating us to take such aircraft out of service until the cause of the accident is rectified, we could lose
revenue and customers. In addition, safety issues experienced by a particular model of aircraft could result in customers
refusing to use that particular aircraft model or a regulatory body grounding that particular aircraft model. The value of the
aircraft model might also be permanently reduced in the market if the model were to be considered less desirable for future
service and the inventory for such aircraft may be impaired, leading to impairment and similar changes.

We attempt to protect ourselves against financial losses and damage by carrying insurance, including hull and liability,
general liability, workers’ compensation, employers’ liability, auto liability and property and casualty insurance. Our insurance
coverage is subject to deductibles and maximum coverage amounts, and we do not carry insurance against all types of losses,
including business interruption. We cannot assure you that our existing coverage will be sufficient to protect against all losses,
that we will be able to maintain our existing coverage in the future or that the premiums will not increase substantially. We also
carry insurance for war risk, expropriation and confiscation of the aircraft we use in certain of our international operations.
Future terrorist activity, risks of war, accidents or other events could increase our insurance premiums. The loss of any
insurance coverage, inadequate coverage from our liability insurance, the payment of significant deductibles or substantial
increases in future premiums could have a material adverse effect on our business, financial condition and results of operations.

Failure to maintain standards of acceptable safety performance may have an adverse impact on our ability to attract and
retain customers and could adversely impact our reputation, operations and financial performance.

Our customers consider safety and reliability as two of the primary attributes when selecting a provider of air
transportation services. If we fail to maintain standards of safety and reliability that are satisfactory to our customers, our ability
to retain current customers and attract new customers may be adversely affected.

Accidents or disasters could impact client or passenger confidence in a particular fleet type, we or the air transportation
services industry as a whole and could lead to a reduction in client contracts, particularly if such accidents or disasters were due
to a safety fault in a type of aircraft used in our fleet. In addition, the loss of aircraft as a result of accidents could cause
significant adverse publicity and the interruption of air services to our customers, which could adversely impact our reputation,
operations and financial results.

Our diversification efforts into other aviation services may prove unsuccessful.

Our business has traditionally been significantly dependent upon the level of offshore oil and gas exploration,
development and production activity. 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 the
downturn in the oil and gas industry has nevertheless negatively impacted our financial results and could continue to negatively
impact our financial results in future periods. While diversification into other aviation services is intended over the long term to
grow the business and offset the cyclical nature of the underlying oil and gas business, 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 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.

Certain helicopter models comprise a significant portion of our helicopter fleet. If the market demand for such models
declines, if such models experience technical difficulties or if such models are involved in operational incidents, it could cause a
diminution in value of the affected models or the inability to provide services with such model without significant expense or at
all. In addition, the bankruptcy or shutdown of a helicopter operator or lessor with a large fleet of such helicopter models may
result in an oversupply of such models being made available to the market, which could reduce the rates earned by, and/or the
value of, such helicopter models. 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.

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The market value of our helicopter fleet is dependent on a number of external factors.

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; and

changes in regulation or competition from other air transport companies and other modes of transportation.

Due to the market downturn that the oil and gas industry experienced in recent years, the fair market value of our
helicopters has declined in recent periods and may decline further in the future. A decline in helicopter values could result in
asset impairment charges, breaches of loan covenants or lower proceeds upon helicopter sales, any of which could have a
material adverse effect on our business, financial condition and results of operations.

Our operations in certain regions of the world are subject to additional risks.

Operations in certain regions are subject to various risks inherent in conducting business in international locations,

including:

•

political, social and economic instability, including risks of war, general strikes and civil disturbances;

physical and economic retribution directed at U.S. and foreign companies and personnel;

governmental actions that restrict payments or the movement of funds or result in the deprivation of contract rights;

violations of our Code of Business Integrity;

adverse tax consequences;

fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand
for our services and our profitability;

potential noncompliance with a wide variety of laws and regulations, such as the U.S. Foreign Corrupt Practices Act of
1977 (the “FCPA”), and similar non-U.S. laws and regulations, including the U.K. Bribery Act 2010 (the “U.K.
Bribery Act”) and Brazil’s Clean Companies Act (the “BCCA”);

the taking of property without fair compensation; and

the lack of well-developed legal systems in some countries that could make it difficult for us to enforce our contractual
and other legal rights.

For example, there has been continuing political and social unrest in Nigeria, where we derived 9%, 14% and 15% of our
gross revenue during the fiscal year ended March 31, 2021 (Successor), the five months ended March 31, 2020 (Successor) and
the seven months ended October 31, 2019 (Predecessor), respectively. In addition, our operations in Nigeria are subject to the
Nigerian Oil and Gas Industry Content Development Act, 2010 (the “Nigerian Content Development Act”), which requires that
oil and gas contracts be awarded to a company that is seen or perceived to have more “local content” than a “foreign”
competitor. Additionally, the Nigerian Content Development Act allows the monitoring board to penalize companies that do not
meet these local content requirements up to 5% of the value of the contract. Future unrest or legislation in Nigeria or our other
operating regions could adversely affect our business, financial condition and results of operations in those regions. We cannot
predict whether any of these events will continue to occur in Nigeria or occur elsewhere in the future.

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We are highly dependent upon the level of activity in the North Sea and the U.S. Gulf of Mexico, which are mature
exploration and production regions.

For the fiscal year ended March 31, 2021 (Successor), the five months ended March 31, 2020 and seven months ended
October 31, 2019, approximately 70%, 68% and 65%, respectively, of our gross revenue was derived from aviation services
provided to oil and gas customers operating in the North Sea and the U.S. Gulf of Mexico. The North Sea and the U.S. Gulf of
Mexico are mature exploration and production regions that have undergone substantial seismic survey, exploration and
production activity for many years. 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 light of the depressed pricing in the
energy market since 2014, could be more difficult to identify. The ability of our customers to produce sufficient quantities to
support the costs of exploration in different basins could impact the level of future activity in these regions. Generally, the
production from these drilled oil and gas properties is declining. 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
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. Further, actions of the Biden
administration, such as the recently announced moratorium on new oil and gas leasing on U.S. federal lands, onshore and
offshore, are likely to 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. We
cannot predict the levels of activity in these areas.

We are exposed to credit risk of our counterparties.

We are exposed to credit risk, which depends on the ability of our counterparties to fulfill their obligations to us. We
manage credit risk by entering into arrangements with established counterparties and through the establishment of credit
policies and limits, which are applied in the selection of counterparties.

Credit risk arises from the potential for counterparties to default on their contractual obligations. We monitor our
concentration risk with counterparties on an ongoing basis. The carrying amount of financial assets represents the maximum
credit exposure for financial assets.

Credit risk also arises on our trade receivables when a client cannot meet its obligation to us.. To mitigate trade credit
risk, we have developed credit policies that include the review, approval and monitoring of new customers, annual credit
evaluations and credit limits. There can be no assurance that our risk mitigation strategies will be effective and that credit risk
will not adversely affect our financial condition and results of operations.

In addition, the majority of our customers are engaged in oil and gas production, exploration and development. For the
fiscal year ended March 31, 2021 (Successor), we generated approximately 72% of our consolidated operating revenue from oil
and gas operations. 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. 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.

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. As older
aircraft models come off of current contracts and are replaced by new aircraft, our management evaluates our future needs for
these aircraft models and ultimately the ability to recover our remaining investments in these aircraft through sales into the
aftermarket. We depreciate our aircraft over their expected useful life to the expected salvage value to be received for the

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aircraft at the end of that life. However, depending on the market for an aircraft type when we seek to sell an aircraft or
anticipate disposing of an aircraft, we may record gains or losses on aircraft sales or impairment. In certain instances where a
cash return can be made on newer aircraft in excess of the expected return available through the provision of our services, we
may sell newer aircraft. The number of aircraft sales and the amount of gains and losses recorded on these sales depends on a
wide variety of factors and is inherently unpredictable. 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.

Foreign exchange risks and controls may affect our financial position and results of operations.

Through our operations outside the U.S., we are exposed to foreign currency fluctuations and exchange rate risks. As a
result, a strong U.S. dollar may increase the local cost of our services that are provided under U.S. dollar-denominated
contracts, which may reduce the demand for our services in foreign countries.

Because we maintain our financial statements in U.S. dollars, our financial results are vulnerable to fluctuations in the
exchange rate between the U.S. dollar and foreign currencies, such as the British pound sterling, Australian dollar, euro,
Norwegian krone and Nigerian naira. In preparing our financial statements, we must convert all non-U.S. dollar results to U.S.
dollars. The effect of foreign currency translation impacts our results of operations as a result of the translation of non-U.S.
dollar results and is reflected as a component of stockholders’ investment, while the revaluation of certain monetary foreign
currency transactions is credited or charged to income and reflected in other income (expense), net.

We operate in countries with foreign exchange controls including Brazil and Nigeria. These controls may limit our
ability to repatriate funds from our international operations and unconsolidated affiliates or otherwise convert local currencies
into U.S. dollars. These limitations could adversely affect our ability to access cash from these operations.

Our dependence on a small number of helicopter manufacturers and lessors poses a significant risk to our business and
prospects, including when we seek to grow our business.

We contract with a small number of manufacturers and lessors for most of our aircraft expansion, replacement and
leasing needs. If any of the manufacturers face production delays due to, for example, natural disasters, pandemics, labor strikes
or availability of skilled labor, we may experience a significant delay in the delivery of previously ordered aircraft. During these
periods, we may not be able to obtain orders for additional aircraft with acceptable pricing, delivery dates or other terms. Also,
we have operating leases for many of our helicopters. The number of companies that provide leasing for helicopters is limited.
If any of these leasing companies face financial setbacks, we may experience delays or restrictions in our ability to lease
aircraft.

Delivery delays or our inability to obtain acceptable aircraft orders or lease aircraft have from time to time adversely
affected, and could adversely affect in the future, our revenue and profitability and could jeopardize our ability to meet the
demands of our customers and grow our business.

A shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopter and fixed
wing aircraft and supplier cost increases could adversely affect us.

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, we rely on a few key vendors (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. These vendors have historically worked at or near full capacity supporting the aircraft production lines and the
maintenance requirements of various government and civilian aircraft operators that may also operate at or near capacity in
certain industries, including operators such as us who support the energy industry. Such conditions can result in backlogs in
manufacturing schedules and some parts being in limited supply from time to time, which could have an adverse impact upon
our ability to maintain and repair our aircraft. To the extent that these suppliers also supply parts for aircraft used by
governments in military operations, parts delivery for our aircraft may be delayed in favor of those deliveries. Our inability to
perform timely maintenance and repairs can result in our aircraft being underutilized, which could have an adverse impact on
our operating results and financial condition. Furthermore, our operations in remote locations, where delivery of these
components and parts could take a significant period of time, may also impact our ability to maintain and repair our aircraft.
While every effort is made to mitigate such impact, this may pose a risk to our operating results. Additionally, supplier cost

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increases for critical aircraft components and parts also pose a risk to our operating results. As certain of our contracts are long-
term in nature, cost increases may not be able to be passed on to our customers until the contracts are up for renewal.

Additionally, operation of a global fleet of aircraft requires us to carry spare parts inventory across our global operations
to perform scheduled and unscheduled maintenance activity. Changes in the aircraft model types of our fleet or the timing of
exits from model types can result in inventory levels in excess of those required to support the fleet over the remaining life of
the fleet. Additionally, other parts may become obsolete or dormant given changes in use of parts on aircraft and maintenance
needs. These fleet changes or other external factors can result in impairment of inventory balances where we expect that excess,
dormant or obsolete inventory will not recover its carrying value through sales to third parties or disposal.

Our future growth depends on our ability to grow in core markets and expand into new business lines and international
markets.

Our future growth will depend on our ability to grow in our core markets and expand into new business lines, such as
offshore wind and advanced air mobility, and new international markets. Expansion of our business depends on our ability to
operate in these other regions.

Expansion of our business may be adversely affected by:

local regulations restricting foreign ownership of helicopter operators;

requirements to award contracts to local operators; and

the number and location of new drilling concessions granted by foreign governments.

•

If we are unable to continue to operate or retain contracts in international markets, our operations may not grow, and our

future business, financial condition and results of operations may be adversely affected.

Labor problems could adversely affect us.

Many of our employees are represented under collective bargaining or union agreements, some of which have expired or
will expire in one year or less. Disputes over the terms of these agreements or our potential inability to negotiate acceptable
contracts with the unions that represent our employees under these agreements could result in strikes, work stoppages or other
slowdowns by the affected workers. Periodically, certain groups of our employees who are not covered under a collective
bargaining agreement consider entering into such an agreement. Further, if our unionized workers engage in an extended strike,
work stoppage or other slowdown, other employees elect to become unionized, existing labor agreements are renegotiated or
future labor agreements contain terms that are unfavorable to us, we could experience a disruption of our operations or higher
ongoing labor costs, which could adversely affect our business, financial condition and results of operations.

Our operations are subject to weather-related and seasonal fluctuations.

Certain of our operations are subject to harsh weather conditions and seasonal factors. Poor visibility, high wind, heavy
precipitation, sandstorms and volcanic ash can affect the operation of helicopters and fixed wing aircraft and result in a reduced
number of flight hours. 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. In addition, severe weather patterns, including those resulting from climate change, could affect the
operation of helicopters and fixed wing aircraft and result in a reduced number of flight hours, which may have a material
adverse effect on our business, financial condition and results of operations.

The fall and winter months in the Northern hemisphere have fewer hours of daylight, particularly in the North Sea and
Canada, and flight hours are generally lower at these times, typically resulting in a reduction in operating revenue during those
months. Although some of our helicopters are equipped to fly at night, we generally do not do so except in SAR operations. In
addition, drilling activity in the North Sea and Canada is less active during the winter months than the rest of the year.
Anticipation of harsh weather during this period causes many oil and gas companies to limit activity during the winter months.
Accordingly, our reduced ability to operate in harsh weather conditions and darkness may have a material adverse effect on our
business, financial condition and results of operations.

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The Harmattan, a dry and dusty West African trade wind, blows in Nigeria between the end of December and the middle
of February. The heavy amount of dust in the air can severely limit visibility and block the sun for several days, similar to a
heavy fog. We are unable to operate aircraft during these harsh conditions.

In the U.S. Gulf of Mexico, the months of December through March typically have more days of harsh weather
conditions than the other months of the year. Heavy fog during those months often limits visibility and flight activity. In
addition, in the U.S. Gulf of Mexico, June through November is tropical storm and hurricane season, and in the Asia Pacific
region, operations may be impacted by cyclones from November through April. During a tropical storm, hurricane or cyclone,
we are unable to operate in the area of the storm. However, flight activity may increase immediately before and after a storm
due to the evacuation and return of offshore workers. In addition, as a significant portion of our facilities are located along the
coast of these regions, extreme weather may cause substantial damage to our property in these locations, including possibly
aircraft. Additionally, we incur costs in evacuating our aircraft, personnel and equipment prior to tropical storms, hurricanes
and cyclones.

Consequently, flight hours may be lower during these periods, resulting in reduced operating revenue, which may have a

material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Customers and Contracts

A focus by our customers on cost-saving measures rather than quality of service, which is how we differentiate ourselves
from competition, could reduce the demand for our services.

Historically, we had the ability to secure profitable contracts by providing superior quality as compared to our
competitors. 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. For example, these companies may reduce staffing levels on
both old and new installations by using new technology to permit unmanned installations, may reduce the frequency of
transportation of employees by increasing the length of shifts offshore, may change other aspects of how our services are
scheduled and may consider other alternatives to our services to achieve cost savings. In addition, these companies could
initiate their own helicopter, airplane or other transportation alternatives. The continued implementation of these kinds of
measures could reduce the demand or pricing for our services and have a material adverse effect on our business, financial
condition and results of operations.

Our industry is highly competitive and cyclical, with intense price competition.

The helicopter and fixed wing businesses are highly competitive throughout the world. Chartering of such aircraft is
often done on the basis of competitive bidding among those providers having the necessary equipment, operational experience
and resources. Factors that affect competition in our industry include price, quality of service, operational experience, record of
safety, quality and type of equipment, aircraft availability, client relationship and professional reputation.

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. 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 our aircraft being idle for long periods of time.

We have several significant competitors in the North Sea, Nigeria, the U.S. Gulf of Mexico and Brazil, and a number of
smaller local competitors in other markets. Certain of our customers have the capability to perform their own air transportation
operations or give business to our competitors should they elect to do so, which has a limiting effect on our rates.

As a result of significant competition, we must continue to provide safe and efficient service and we must continue to
evolve our technology or we will lose market share, which could have a material adverse effect on our business, financial
condition and results of operations due to the loss of a significant number of our customers or termination of a significant
number of our contracts.

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We depend on a small number of customers for a significant portion of our revenue.

We derive a significant amount of our revenue from our U.K. SAR contract, as well as from a small number of offshore
energy companies. 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 contracts often can be terminated or downsized by our customers without penalty.

Many of our fixed-term contracts contain provisions permitting early termination by the client at their convenience,
generally without penalty, and with limited notice requirements. 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 client contracts or the terms of those contracts.

Our U.K. SAR contract can be terminated and is subject to certain other rights of the DfT.

Our U.K. SAR contract, which accounted for approximately 20% of our revenues for the fiscal year ended March 31,
2021 (Successor), allows the DfT to cancel the contract for any reason upon notice and payment of a specified cancellation fee
based on the number of bases reduced as a result of the exercise and the timing of the exercise. Prior to any cancellation or
termination of the contract, the DfT may also invite tenders to award a contract for the SAR services we provide to a
replacement contractor. The DfT has invited tenders due in the summer of 2021 for these services following the expiration of
our current U.K. SAR contract in 2026.

Additionally, the U.K. 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. The DfT may alternatively require that we or the owner, as the case may be, transfer the lease or ownership of the
helicopters and ground facilities to any replacement service provider. If the DfT wishes to transfer ownership, it must pay a
specified option exercise fee based on the value of the helicopters. If the DfT wishes to transfer the lease, it does not have to
pay an option exercise fee. We currently lease a significant number of the aircraft that service the U.K. SAR contract. Although
we are entitled to some compensation for termination or early expiration if we are not at fault, termination or early expiration of
the U.K. SAR contract would result in a significant loss of expected revenue. Additionally, we do not have the right to cause the
transfer of the ground facilities supporting the U.K. SAR contract to the replacement service provider. If alternative long-term
uses were not identified for these facilities, we could incur recurring fixed expenses for these non-revenue 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.

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. In difficult
markets, we may be obliged to accept greater risk to win new business, retain renewing business or could result in us losing
business if we are not prepared to take such risks. To the extent that we accept such additional risk, and seek to insure against it,
if possible, our insurance premiums could rise. If we cannot insure against such risks or otherwise choose not to do so, we could
be exposed to catastrophic losses in the event such risks are realized.

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Reductions in spending on aviation services by governmental agencies could lead to modifications of contract terms or
delays in receiving payments, which could adversely impact our business, financial condition and results of operations.

Our U.K. SAR contract and U.S. governmental agencies, consisting primarily of the BSEE contract, accounted for

approximately 21% of our revenues for the fiscal year ended March 31, 2021 (Successor).

Governmental agencies receive funding through budget appropriations, which are determined through the political
process, and as a result, funding for the agencies with which we do business may fluctuate. 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. If any agencies experience reductions in their budgets or if the
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. In addition, a prolonged shutdown of the
federal government would, in turn, cause a shutdown of these agencies which could have an adverse effect on our business 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, 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.

In addition, there are inherent risks in contracting with governmental agencies. Applicable laws and regulations in the
countries in which we operate may enable our governmental agency customers to (i) terminate contracts for convenience, (ii)
reduce, modify or cancel contracts or subcontracts if requirements or budgetary constraints change, (iii) terminate contracts or
adjust their terms or (iv) require contractors to assume more risk under the terms of the contracts. Any of these events could
have an adverse effect on our business, financial condition and results of operations.

Our fixed operating expenses and long-term contracts with customers could adversely affect our business under certain
circumstances.

Our profitability is directly related to demand for our services. Because of the significant expenses related to aircraft
financing and leasing, crew wages and benefits and insurance and maintenance programs, a substantial portion of our operating
expenses are fixed and must be paid even when aircraft are not actively servicing customers and thereby generating revenue. A
decrease in our revenue could therefore result in a disproportionate decrease in our earnings, as a substantial portion of our
operating expense would remain unchanged. Similarly, the discontinuation of any rebates, discounts or preferential financing
terms offered to us by manufacturers, lenders or lessors could have the effect of increasing our related expenses, and without a
corresponding increase in our revenue, could negatively impact our results of operations.

Certain of our long-term aircraft services contracts contain price escalation terms and conditions. Although supplier
costs, fuel costs, insurance costs and other cost increases are typically passed through to our customers through rate increases
where possible, these escalations may not be sufficient to enable us to recoup increased costs in full and we may not be able to
realize the full benefit of contract price escalations during a market downturn. There can be no assurance that we will be able to
estimate costs accurately or recover increased costs by passing these costs on to our customers. We may not be successful in
identifying or securing cost escalations for other costs that may escalate during the applicable client contract term. In the event
that we are unable to fully recover material costs that escalate during the terms of our client contracts, the profitability of our
client contracts and our business, financial condition and results of operations could be materially and negatively affected.

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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. Additional consolidation and asset sales are possible. In addition, since
2014 there have been a significant number of bankruptcy filings, with related consolidations and asset sales in the oil and gas
exploration, development and production industry. Consolidation shrinks our customer base. In the event one of our customers
combines with, or sells assets to, a company that is using the services of one of our competitors, the combined or successor
company could decide to use the services of that competitor or another provider. Further, merger activity among both major and
independent oil and natural gas companies affects exploration, development and production activity as the consolidated
companies often put projects on hold while integrating operations or cancel projects deemed too small in context of a larger
business or use cost savings to reduce debts.

Reductions in the budgets of oil and gas companies could adversely affect demand for our services that could result in a

material adverse effect on our business, financial condition and results of operations.

Risks Related to the Oil and Gas Industry

The demand for our services is substantially dependent on the level of offshore oil and gas exploration, development and
production activity.

We provide helicopter and fixed wing services to companies engaged in offshore oil and gas exploration, development
and production activities. As a result, demand for our services, as well as our revenue and our profitability, are substantially
dependent on the worldwide levels of activity in offshore oil and gas exploration, development and production. 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. The increase in U.S. onshore production in recent years resulting from onshore hydraulic fracturing activity and
shale development has had a negative impact on the price of oil and provided a competitive investment opportunity for capital,
reduced thereby the demand for our services. We cannot predict future exploration, development and production activity or oil
and gas price movements. 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;

the changing environmental and social landscape;

the policies of various governments regarding exploration and development of their oil and gas reserves; and

the worldwide political environment, including uncertainty or instability resulting from an escalation or additional
outbreak of armed hostilities or other crises in the Middle East, Nigeria or other geographic areas, or further acts of
terrorism in the U.K., U.S. or elsewhere.

So far in 2021, although oil and gas prices have recovered somewhat, there is new uncertainty regarding the long-term
outlook for the U.S. Gulf of Mexico, as a result of the indefinite moratorium on new oil and gas leasing on U.S. federal lands
imposed by the Biden administration.

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Unconventional crude oil and natural gas sources and improved economics of producing natural gas and oil from such
sources have exerted and could continue to exert downward pricing pressures.

The level of activity in offshore oil and gas exploration, development and production is affected by the relative
economics of and resultant level of activity in land-based oil and gas exploration, development and production. In recent years,
there has been a significant focus on and increase in production from land-based North American shale reservoirs, which has
been facilitated by hydraulic fracturing and other technologies. The availability of more economical oil and gas reserves,
including, if applicable, land-based North American shale reservoirs, could have a material adverse effect on our business,
financial condition and results of operations.

Any significant development impacting deepwater drilling in the U.S. Gulf of Mexico could materially adversely affect us.

We are highly dependent on offshore oil and gas activities in the U.S. Gulf of Mexico. As a result of the well-publicized
sinking of the Deepwater Horizon, a semi-submersible deepwater drilling rig operating in the U.S. Gulf of Mexico after an
apparent blowout and fire resulting in a significant flow of hydrocarbons from the BP Plc. Macondo well, the U.S. Department
of Interior temporarily imposed a moratorium on offshore drilling operations and issued new rules designed to improve drilling
and workplace safety in the U.S. Gulf of Mexico. While the moratorium was quickly lifted, the BSEE, the Office of National
Resources Revenue and other regulatory agencies may issue new safety and environmental guidelines and regulations for
drilling in the U.S. Gulf of Mexico and other geographic regions, the result of which may increase the costs and regulatory
burden of exploration, development and production, reduce the area of operations for offshore oil and gas activities and result in
permitting delays. It is difficult to predict the ultimate impact of any new guidelines, regulations or legislation that may be
implemented, including in response to the Biden administration’s executive orders and policies. A prolonged suspension of
drilling activity or permitting delays in the U.S. 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. For instance, actions of the Biden administration, such as the moratorium
on new oil and gas leasing on U.S. federal lands, onshore and offshore, are likely to negatively impact oil and gas operations
and favor renewable energy projects in the U.S., in turn negatively impacting the demand for our services.

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.

We conduct many of our international operations through entities in which we have a noncontrolling investment or
through strategic alliances with foreign partners. For example, we have acquired interests in, or in some cases have lease and
service agreements with, entities that operate aircraft in Canada and Egypt. We provide engineering and administrative support
to certain of these entities. We derive significant amounts of lease revenue, service revenue, equity earnings and dividend
income from these entities. For the fiscal year ended March 31, 2021 (Successor), the five months ended March 31, 2020
(Successor) and the seven months ended October 31, 2019 (Predecessor), we received approximately $42.4 million,
$23.3 million and $30.6 million, respectively, of revenue from the provision of aircraft and other services to unconsolidated
affiliates. As a result of not owning a majority interest or maintaining voting control of our unconsolidated affiliates, we do not
have the ability to control their policies, management or affairs. The interests of persons who control these entities or partners
may differ from ours and may cause such entities to take actions that are not in our best interest. Certain of our co-owners of
these entities have the right to require us to purchase their interest in which case we would need to find a qualifying person to
hold the interest. See “Item 1. Business – Government Regulation” for additional information. If we are unable to maintain our
relationships with our partners in these entities, we could lose our ability to operate in these areas, potentially resulting in a
material adverse effect on our business, financial condition and results of operations. Additionally, an operational incident
involving one of the entities over which we do not have operational control may nevertheless cause us reputational harm.

We are subject to governmental regulation that limits foreign ownership of aircraft companies in favor of domestic
ownership. 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. The inability to utilize our local AOCs for any reason, including foreign ownership in excess of permitted

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levels, could have a material adverse effect on our ability to conduct operations within these markets. We cannot assure you that
there will be no changes in aviation laws, regulations or administrative requirements or the interpretations or applications
thereof that could restrict or prohibit our ability to operate in certain regions or that would cause the cost of operating in the
region uneconomical. 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.

Environmental regulations and liabilities may increase our costs and adversely affect us.

Our operations are subject to U.S. federal, state and local and foreign environmental laws and regulations that impose
limitations on the discharge of pollutants into the environment and establish standards for the treatment, storage, recycling and
disposal of toxic and hazardous wastes. The nature of the business of operating and maintaining aircraft requires that we use,
store and dispose of materials that are subject to environmental regulation. Environmental laws and regulations change
frequently, which makes it impossible for us to predict their cost or impact on our future operations. Liabilities associated with
environmental matters could have a material adverse effect on our business, financial condition and results of operations. We
could be exposed to strict, joint and several liability for cleanup costs, natural resource damages and other damages as a result
of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third
parties. Additionally, any failure by us to comply with applicable environmental laws and regulations may result in
governmental authorities taking action against us that could adversely impact our operations and financial condition, including
the:

• issuance of administrative, civil and criminal penalties;

• denial or revocation of permits or other authorizations;

• imposition of limitations on our operations; and

• performance of site investigatory, remedial or other corrective actions.

In January 2021, the Biden administration issued an executive order directing all federal agencies to review and take
action to address any federal regulations, orders, guidance documents, policies and any similar agency actions promulgated
during the prior administration that may be inconsistent with the current administration’s policies. Also in January 2021, the
Biden administration issued an executive order focused on addressing climate change. Among other things, the executive order
called for the elimination of certain subsidies provided to the fossil fuel industry, increased emphasis on climate-related risk
across governmental agencies and economic sectors and directed the Secretary of the Interior to pause new oil and natural gas
leases on public lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil
and gas permitting and leasing practices. Additionally, in January 2021, the Biden administration issued executive orders
recommitting the U.S. to the Paris Agreement. The prior administration had withdrawn the U.S. from the Paris Agreement. The
impacts of these orders and the terms of any legislation or regulation to implement the United States’ commitment under the
Paris Agreement remain unclear at this time.

Additional changes in environmental laws or regulations, including laws relating to the emission of carbon dioxide and
other greenhouse gases or other climate change concerns, could require us to devote capital or other resources to comply with
those laws and regulations. These changes could also subject us to additional costs and restrictions, including increased fuel
costs. In addition, such changes in laws or regulations could increase costs of compliance and doing business for our customers
and thereby decrease the demand for our services. 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.

Our results could be impacted by U.S. and foreign social, political, regulatory and economic conditions as well as by
changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. government.

Changes in U.S. political, regulatory and economic conditions or in laws and policies governing foreign trade (including
the U.S. trade agreements and U.S. tariff policies), travel to and from the U.S., immigration, manufacturing, development and

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investment in the territories and countries in which we operate, and any negative sentiments or retaliatory actions towards the
U.S. as a result of such changes, could adversely affect the industry, which could adversely affect our business, financial
position, results of operations, cash flows and growth prospects. Given the change in the U.S. presidential administration, we
face uncertainty with regard to U.S. government trade policy.

The presidential administration under former President Trump, along with Congress, created significant uncertainty
about the future relationship between the U.S. and other countries with respect to the trade policies, treaties, taxes, government
regulations and tariffs that would be applicable. It is unclear what changes, if any, might be considered or implemented and
what response to any such changes may be by the governments of other countries. These changes have created significant
uncertainty about the future relationship between the U.S. and China, as well as other countries, including with respect to the
trade policies, treaties, government regulations and tariffs that could apply to trade between the U.S. and other nations. Changes
in these policies may have a material adverse effect on our business, financial position, results of operations, cash flows and
growth prospects.

The uncertainty surrounding the consequences of Brexit may also cause disruptions to and create uncertainty surrounding
our business, including affecting economy and oil and gas prices as well as our relationships with our existing and future
customers, suppliers and employees.

We are subject to legal compliance risks, including anti-corruption statutes, the violation of which may materially adversely
affect our business, financial condition and results of operations.

As a global business, we are subject to complex laws and regulations in the U.S. and other countries in which we operate.
These laws and regulations relate to a number of aspects of our business, including import and export controls, the payment of
taxes, employment and labor relations, fair competition, data privacy protections, securities regulation, anti-money laundering,
anti-corruption, economic sanctions and other regulatory requirements affecting trade and investment. Compliance with these
laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue
and profitability. A failure to comply could also result in significant fines, damages and other criminal sanctions against us, our
officers, employees, joint venture partners or strategic partners, prohibitions or additional requirements on the conduct of our
business and damage to our reputation. Further, we could be charged with wrongdoing for any violation of such laws and
regulations by our agents, local partners or joint ventures, even though such parties may not be subject to the applicable statutes
or may not operate under our control. 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. We incur
additional legal compliance costs associated with our global regulations and the changes in laws or regulations and related
interpretations and other guidance could result in higher expenses and payments. Uncertainty relating to such laws or
regulations, including how they affect a business or how we are required to comply with the laws, may also affect how we
conduct our operations and structure our investments and could limit our ability to enforce our rights.

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. 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.

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, could increase our costs and prohibit or reduce
our ability to operate successfully.

Our industry is regulated by various laws and regulations in the jurisdictions in which we operate. The scope of such
regulation includes infrastructure and operational issues relating to helicopters, maintenance, spare parts and route flying rights
as well as safety and security requirements. We cannot fully anticipate all changes that might be made to the laws and
regulations to which we are subject or the possible impact of such changes. These changes could subject us to additional costs
and restrictions.

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U.S. Our operations are highly regulated by several U.S. government regulatory agencies. For example, as a certified air
carrier, we are subject to regulations promulgated by the DOT and the FAA. 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.

The DOT can review our economic fitness to continue our operations, both presently and if a substantial change occurs
to our management, ownership or capital structure, among other things. The Department of Commerce, through its International
Traffic in Arms Regulations (“ITAR”), regulates our imports and exports of aircraft (through leases and sales) as well as parts
sales to international customers and the use of certain regulated technology in domestic and international airspace. If we fail to
comply with these laws and regulations, or if these agencies develop concerns over our operations, we could face
administrative, civil and/or criminal penalties. In addition, we may become subject to regulatory actions that could suspend,
curtail or significantly modify our operations. 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. 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. Such regulations may require us to
obtain a license to operate in that country, favor local companies or require operating permits that can only be obtained by
locally registered companies and often impose other nationality requirements. 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.

The revocation of any of the licenses discussed above or the termination of any of our relationships with local parties could
have a material adverse effect on our business, financial condition and results of operations.

Changes in effective tax rates, taxation of our foreign subsidiaries or adverse outcomes resulting from examination of our
tax returns could adversely affect our business, financial condition and results of operations.

Our future effective tax rates could be adversely affected by changes in tax laws, both domestically and internationally,
or the interpretation or application thereof. 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. Among other things, his
proposals would raise the rate on both domestic and foreign income and impose a new alternative minimum tax on book
income. We cannot determine whether, or in what form, legislation will ultimately be enacted or what the impact of any such
legislation could have on our profitability. If these or other changes to tax laws are enacted, our profitability could be negatively
impacted.

Our future effective tax rates could also be adversely affected by changes in the valuation of our deferred tax assets and
liabilities, changes in the mix of earnings in countries with differing statutory tax rates, the ultimate repatriation of earnings
from foreign subsidiaries to the U.S., or by changes in tax treaties, regulations, accounting principles or interpretations thereof
in one or more countries in which we operate. In addition, we are subject to the potential examination of our income tax returns
by the Internal Revenue Service (the “IRS”) and other tax authorities where we file tax returns. We regularly assess the
likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

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There can be no assurance that such examinations will not have a material adverse effect on our business, financial condition
and results of operations.

Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy and data
protection.

The regulatory environment surrounding data privacy and protection is constantly evolving and can be subject to
significant change. Laws and regulations governing data privacy and the unauthorized disclosure of confidential information,
including the European Union General Data Protection Regulation (the “GDPR”), pose increasingly complex compliance
challenges and potentially elevate our costs. The U.K. may enact data privacy laws similar to the GDPR following Brexit, in
order to maintain harmony with GDPR requirements, but this is not yet settled. 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, increase
the costs and complexity of compliance and adversely affect our business. As noted above, we are also subject to the possibility
of cyber incidents or attacks, which themselves may result in a violation of these laws.

Risks Related to Our Common Stock and Corporate Structure

Our stock price may fluctuate significantly.

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;

•

the impact of COVID-19;

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;

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;

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 market for our common stock has historically experienced and may continue to experience significant price and

volume fluctuations similar to those experienced by the broader stock market in recent years.

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Generally, the fluctuations experienced by the broader stock market have affected the market prices of securities issued
by many companies for reasons unrelated to their operating performance and may adversely affect the price of our common
stock. In addition, our announcements of our quarterly operating results, changes in general conditions in the economy or the
financial markets and other developments affecting us, our affiliates or our competitors could cause the market price of our
common stock to fluctuate substantially.

Securities analyst coverage or lack of coverage may have a negative impact on our stock price. If securities analysts or
industry analysts downgrade our common stock, publish negative research or reports or fail to publish reports about our
business, the price and trading volume of our common stock could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities
analysts publish about us, our business and our market. If one or more analysts adversely change their recommendation
regarding our common stock or our competitors’ stock, our share price would likely decline. If one or more analysts cease
coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets which in turn could
cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover the Company
downgrades our common stock, or if our operating results do not meet their expectations, our stock price could decline.

Provisions in our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law may
discourage, delay or prevent a change of control of the Company or changes in our management.

Our amended and restated certificate of incorporation (“certificate of incorporation”) and amended and restated bylaws
(“bylaws”) include certain provisions that could have the effect of discouraging, delaying or preventing a change of control of
the Company or changes in our management. 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.

These provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a transaction involving
a change in control of the Company that is in the best interest of our stockholders. Even in the absence of a takeover attempt,
the existence of these provisions may materially adversely affect the prevailing market price of our common stock if they are
viewed as discouraging future takeover attempts.

Regulations limit foreign ownership of the Company, which could reduce the price of our common stock and cause owners
of our common stock who are not U.S. persons to lose their voting rights.

Our certificate of incorporation provides that persons or entities that are not “citizens of the U.S.” (as defined in the
Federal Aviation Act of 1958, as amended (the “Federal Aviation Act”)) shall not collectively own or control more than 25% of
the voting power of our outstanding capital stock (the “Permitted Foreign Ownership Percentage”) and that, if at any time
persons that are not citizens of the U.S. nevertheless collectively own or control more than the Permitted Foreign Ownership
Percentage, the voting rights of our outstanding voting capital stock in excess of the Permitted Foreign Ownership Percentage
owned by stockholders who are not citizens of the U.S. shall automatically be reduced. These voting rights will be reduced pro
rata among the holders of voting shares who are not citizens of the U.S. to equal the Permitted Foreign Ownership Percentage
based on the number of votes to which the underlying voting securities are entitled. 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. Accordingly, in the event of
any vote by our stockholders, the voting rights of shares held by non-U.S. citizens would be reduced pursuant to our
organizational documents if such ownership remains above 25% of our total outstanding common stock at the time of such
vote. These restrictions may also have a material adverse impact on the liquidity or market value of our common stock because

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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.

Our certificate of incorporation includes a forum selection clause, which could limit our stockholders’ ability to obtain a
favorable judicial forum for disputes with us.

Our certificate of incorporation requires that, unless we consent in writing to the selection of an alternative forum, the
Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding
brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer
or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising
pursuant to any provision of the Delaware General Corporation Law or (iv) any action asserting a claim governed by the
internal affairs doctrine.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have
notice of and consented to the foregoing provisions. This forum selection provision in our certificate of incorporation may limit
our stockholders’ ability to obtain a favorable judicial forum for disputes with us, which may discourage such lawsuits against
us. It is also possible that, notwithstanding the forum selection clause included in our certificate of incorporation, a court could
rule that such a provision is inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or
proceedings, in which case we may incur additional costs associated with resolving such matters in other jurisdictions.

General Risks

Covenants in our debt agreements may restrict the manner in which we can operate our business.

The indenture governing the 6.875% Senior Notes limits, among other things, our ability and the ability of our restricted

subsidiaries to:

Borrow money or issue guarantees;
pay dividends, redeem capital stock or make certain other restricted payments;
incur liens to secure indebtedness;

•
•
•
• make certain investments;
•
•
• merge with another entity or sell substantially all of our assets.

sell certain assets;
enter into transactions with our affiliates; or

If we fail to comply with these and other covenants, we would be in default under the Lombard Debt and the ABL
Facility (together, our “Credit Facilities”) and the indenture governing the 6.875% Senior Notes, and the principal and accrued
interest on our outstanding indebtedness may become due and payable. In addition, our Credit Facilities and other debt
agreements contain, and our future debt agreements may contain, similar and additional affirmative and negative covenants.
Our Credit Facilities and the 6.875% Senior Notes are secured by many of our assets (including most of our helicopters), and
such assets may not be available to secure additional financings. As a result, our ability to respond to changes in business and
economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented
from engaging in transactions that might otherwise be considered beneficial to us.

Our debt agreements, including our Credit Facilities and the indentures governing the 6.875% Senior Notes, also require
us or certain of our subsidiaries, and our future credit facilities may require us or certain of our subsidiaries, to observe certain
covenants. Our ability to observe certain of those covenants can be affected by events beyond our control, and we cannot assure
you that we will be able to observe these covenants in the future. The breach of any of these covenants could result in a default
under our other debt agreements. Upon the occurrence of an event of default under our Credit Facilities, any future credit
facilities or the indenture governing the 6.875% Senior Notes, our creditors could elect to declare some or all amounts
outstanding thereunder, including accrued interest or other obligations, to be immediately due and payable. There can be no
assurance that our assets would be sufficient to repay all of our indebtedness in full.

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The agreements governing certain of our indebtedness, including our Credit Facilities, the indenture governing the
6.875% Senior Notes contain cross-default provisions. Under these provisions, a default under one agreement governing our
indebtedness may constitute a default under our other debt agreements.

Our failure to attract and retain qualified personnel could have an adverse effect on us.

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. Our failure to attract and retain qualified executive personnel or for such executive personnel to work
well together or as effective leaders in their respective areas of responsibility could have a material adverse effect on our current
business and future growth.

Our ability to attract and retain qualified pilots, mechanics and other highly trained personnel is an important factor in
determining our future success. For example, many of our customers require pilots with very high levels of flight experience.
The market for these experienced and highly-trained personnel is competitive and may become more competitive. Accordingly,
we cannot assure you that we will be successful in our efforts to attract and retain such personnel. Some of our pilots,
mechanics and other personnel, as well as those of our competitors, are members of military reserves who have been, or could
be, called to active duty. If significant numbers of such personnel are called to active duty, it could reduce the supply of such
workers and likely increase our labor costs. Additionally, 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.

Brexit could adversely affect us.

In Europe, political uncertainty has created financial, legal and economic uncertainty, most recently as a result of Brexit.
The U.K. formally exited the E.U. on January 31, 2020. On December 24, 2020, the U.K. and E.U. agreed to a trade deal (the
“Trade and Cooperation Agreement”), which was ratified by the U.K. on December 30, 2020. The Trade and Cooperation
Agreement is subject to formal approval by the European Parliament and the Council of the European Union before it comes
into effect and has been applied provisionally since January 1, 2021. The Trade and Cooperation Agreement allows the U.K and
E.U. to continue trading without tariffs or quotas; however, the movement of goods between the U.K. and the remaining
member states of the E.U. may be subject to additional inspections and documentation checks. In addition, there are still a
number of areas of uncertainty in connection with the future of the U.K. and its relationship with the E.U. and the application
and interpretation of the Trade and Cooperation Agreement, and Brexit-related matters may take several years to be clarified
and resolved. In particular, the Trade and Cooperation Agreement only covers the trade of goods and, therefore, uncertainly
remains over the U.K.’s long-term trading of services relationship with the E.U. At this time, we cannot predict the potential
impact of Brexit on our business. However, the economic consequences of Brexit, including the possible repeal of open-skies
agreements, could have a material adverse effect on our business.

Further, many of the structural issues facing the E.U. following the global financial crisis of 2008 remain (some of which
have been exacerbated by the COVID-19 pandemic), and problems could resurface that could affect market conditions and,
possibly, our business, financial results and liquidity, particularly if they lead to the exit of one or more countries from the
European Monetary Union (the “EMU”) or the exit of additional countries from the E.U. If one or more countries exited the
EMU, there would be significant uncertainty with respect to outstanding obligations of counterparties and debtors in any exiting
country, whether sovereign or otherwise, and it would likely lead to complex and lengthy disputes and litigation. Additionally,
it is possible that political events in Europe could lead to the complete dissolution of the EMU or E.U. The partial or full
breakup of the EMU or E.U. would be unprecedented and its impact highly uncertain, including with respect to Bristow’s
business, financial results and liquidity.

Adverse results of legal proceedings could materially and adversely affect our business, financial condition and results of
operations.

We are currently subject to and may in the future be subject to legal proceedings and claims that arise out of the ordinary
conduct of our business. Results of legal proceedings cannot be predicted with certainty. Irrespective of merit, litigation may be
both lengthy and disruptive to our operations and could cause significant expenditure and diversion of management attention.

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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 are increasingly dependent on information technology, and if we are unable to protect against service interruptions, data
corruption, cyberattacks or network security breaches, our operations could be disrupted and our business could be
negatively impacted.

Our business is increasingly dependent upon information technology networks and systems to process, transmit and store
electronic and financial information, to capture knowledge of our business, and to communicate within the Company and with
customers, suppliers, partners and other stakeholders. These information technology systems, some of which are managed by
third parties, may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or
replacing software, databases or components thereof, power outages, hardware failures, computer viruses, cyberattacks,
telecommunication failures, user errors or catastrophic events. Our information technology systems are becoming increasingly
integrated on a global basis, so damage, disruption or shutdown to the system could result in a more widespread impact. If our
information technology systems suffer severe damage, disruption or shutdown, and our business continuity plans do not
effectively resolve the issues in a timely manner, we could experience business disruptions and transaction errors causing a
material adverse effect on our business, financial condition and results of operations.

In addition, a breach or failure of our information technology systems could lead to potential unauthorized access and
disclosure of confidential information, including the personally identifiable information of our customers and employees, or
violations of privacy or other laws. Any such breach could also lead to data loss, data corruption, communication interruption or
other operational disruptions within our business. There is no assurance that we will not experience cyberattacks or security
breaches and suffer losses in the future. As the methods of cyberattacks or security breaches continue to evolve and become
more sophisticated, we may be required to expend additional resources to continue to modify or enhance our protective
measures or to investigate and remediate any such event. Furthermore, the continuing and evolving threat of cyberattacks and
security breaches has resulted in increased regulatory focus on prevention. To the extent we are subject to increased regulatory
requirements, we may be required to expend additional resources to meet such requirements.

If we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may
not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our
business.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together
with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or
improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.
Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a
negative effect on the trading price of our common stock. For a discussion of the material weakness and our remediation efforts,
see Item 9A, Controls and Procedures, in this Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

Failure to develop or implement new technologies could affect our results of operations.

Many of the aircraft that we operate are characterized by changing technology, introductions and enhancements of
models of aircraft and services and shifting client demands, including technology preferences. Our future growth and financial
performance will depend in part upon our ability to develop, market and integrate new services and to accommodate the latest
technological advances and client preferences. In addition, the introduction of new technologies or services that compete with
our services could result in our revenue decreasing over time. If we are unable to upgrade our operations or fleet with the latest
technological advances in a timely manner, or at all, our business, financial condition and results of operations could suffer.

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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. 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. 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 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.

In addition, organizations that provide information to investors on corporate governance and related matters have
developed ratings systems for evaluating companies on their approach to ESG matters. These ratings are used by some
investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to increased negative investor
sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact
on our stock price and our access to and costs of capital.

Negative publicity may adversely impact us.

Media coverage and public statements that insinuate improper actions by us, our unconsolidated affiliates or other
companies in our industry, regardless of their factual accuracy or truthfulness, may result in negative publicity, litigation or
governmental investigations by regulators. 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. Negative publicity may have an adverse impact on our reputation, the morale of our employees and the
willingness of passengers to fly on our aircraft and those of our competitors, which could adversely affect our business,
financial condition and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Our executive offices are located in Houston, Texas. We also maintain offices and operating facilities in all four
operating regions and residential locations near our operating bases which are primarily used for housing pilots and staff
supporting those operations. The majority of the bases from which we operate are leased, with remaining terms of between one
and fifty eight years.

Our principal physical properties are helicopters, which are more fully described in Item 1, - “Business - Equipment and

Services” in this Annual Report.

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Bases

Bristow maintains operating bases strategically located across all four regions allowing us to provide point to point

transportation and operational support services to our customers. As of March 31, 2021, we operated out of 40 bases globally.

Europe Caspian:.............................................................................................................................................................................
Norway........................................................................................................................................................................................
U.K..............................................................................................................................................................................................
U.K. SAR....................................................................................................................................................................................
Americas..........................................................................................................................................................................................
Brazil...........................................................................................................................................................................................
Latin America - Other(1) ..............................................................................................................................................................
U.S. Gulf of Mexico....................................................................................................................................................................
Africa...............................................................................................................................................................................................
Nigeria.........................................................................................................................................................................................
Asia Pacific......................................................................................................................................................................................
Australia(2)...................................................................................................................................................................................
Total.................................................................................................................................................................................................

Number of
Bases

4
3
10

3
5
9

2
40

________________________

(1)

Includes bases in Colombia, Guyana, Suriname and Trinidad

(2) As of May 21, 2021, we maintained one base in Australia.

ITEM 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. It is
possible that a change in our estimates related to these exposures could occur, but we do not expect any such changes in
estimated costs would have a material effect on our consolidated financial position or results of operations.

Other Matters

Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims have been
covered by insurance subject to various risk retention factors. Bristow is also a defendant in certain claims and litigation arising
out of operations in the normal course of business. In the opinion of management, uninsured losses, if any, will not be material
to Bristow’s financial position, results of operations or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Officers of Bristow Group serve at the pleasure of the Board of Directors. The name, age and offices held by each of

the executive officers of Bristow Group as of May 21, 2021 were as follows:

Name
Christopher Bradshaw
David Stepanek

Alan Corbett
Crystal Gordon
Jennifer Whalen
Chris Gillette

Age Position
44
55
63
42
47
39

President and Chief Executive Officer
Executive Vice President, Sales and Chief Transformation Officer

Senior Vice President, Europe, Africa, Middle East, Asia & Australia & SAR
Senior Vice President, General Counsel
Senior Vice President, Chief Financial Officer
Vice President, Chief Accounting Officer

Christopher Bradshaw has served as a Director and our President and Chief Executive Officer since June 2020. He
previously served as President and Chief Executive Officer of Era from November 2014 to June 2020 and Chief Financial
Officer from October 2012 to September 2015. Mr. Bradshaw was appointed a director of Era in February 2015. He served as
Era’s Acting Chief Executive Officer from August 2014 to November 2014. From 2009 until 2012, Mr. Bradshaw served as
Managing Partner and Chief Financial Officer of U.S. Capital Advisors LLC, an independent financial advisory firm that he co-
founded. Prior to co-founding U.S. Capital Advisors LLC, Mr. Bradshaw was an energy investment banker at UBS Securities
LLC, Morgan Stanley & C o., and PaineWebber Incorporated.

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 all sales, marketing and commercial functions of the Company’s business,
focusing on both the Company’s existing end markets and 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 April 2021. He previously served as Senior Vice President, Business Development of Era when he joined Era in January
2020. From 2010 through 2019, Mr. Stepanek held positions within PHI, Inc., most recently having served as President, PHI
Americas, responsible for the overall performance and direction of PHI’s U.S. and international operations in the Western
Hemisphere. Before becoming President PHI Americas, he served as PHI, Inc. Chief Commercial Officer and led the
company’s growth in the U.S. Gulf of Mexico and international expansion including the acquisition of HNZ Group’s offshore
helicopter business. Before joining PHI in 2010, Mr. Stepanek held a variety of leadership positions at Era. After four years’
service in the U.S. Marine Corps as a heavy lift helicopter avionics technician, Mr. Stepanek moved to Sikorsky as an avionics
technician and field service representative; he was subsequently promoted and contributed to the sales and product development
of the S-76 and S-92 aircraft, amongst many other roles.

Alan Corbett has served as our Senior Vice President for Europe, Africa, Middle East, Asia, Australia and SAR since
June 2020. Mr. 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. Before that, he served as
Old Bristow’s Region Director of the Europe Caspian Region from April 2015 to June 2017 and Region Director of the Europe
Business Unit (EBU) from August 2014 to March 2015, in which capacities he had commercial and operational oversight of the
region, including the successful transition to a fully Bristow-operated U.K. SAR service. 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 from
2011 to 2014.

Crystal Gordon has served as our Senior Vice President, General Counsel and Corporate Secretary since June 2020. In
this role, Ms. Gordon is responsible for legal, compliance, collective bargaining agreements, government relations and contract
review and management. Previously, she served as Senior Vice President, General Counsel & Chief Administrative Officer for
Era when she joined in January 2019. From 2011 through 2018, Ms. Gordon served as the Executive Vice President, General
Counsel and Corporate Secretary of Air Methods Corporation, an emergency air medical company operating over 400 aircraft
throughout the U.S. Prior to her appointment at Air Methods Corporation, Ms. Gordon worked in private practice as a corporate
and securities lawyer with Davis, Graham and Stubbs LLP, in Denver, Colorado. Ms. Gordon served in several compliance

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roles in the financial services industry prior to attending law school. She attended the University of Denver for law school and
received a bachelor’s degree in biology from Santa Clara University.

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, 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. Whalen served as Era’s Vice President and Chief Accounting Officer from August 2013 until her
appointment as Vice President, Acting Chief Financial Officer in June 2017. Ms. Whalen joined Era as Controller in April
2012. From August 2007 to March 2012, she served in several capacities at nLIGHT Photonics Corporation, a supplier of high-
performance lasers, including as Director of Accounting. Prior to these roles, she served as the Manager of Accounting at
InFocus Corporation for over two years. After serving in the U.S. military, Ms. Whalen started her career in public accounting
in the assurance practice group at PricewaterhouseCoopers for approximately five years. She received a B.S. in Accounting
from Alabama A&M University and a master’s degree in Accounting from the University of Southern California.

Chris Gillette has served as our Vice President, Chief Accounting Officer (CAO) since June 2020. The CAO role is the
principal accounting officer responsible for company accounting operations, financial reporting, and other financial aspects of
the company. Prior to this role, Chris served as Chief Accounting Officer effective April 2019. Chris joined Bristow in
February 2016 as Director of Global Accounting and was subsequently promoted to Director of Global Accounting and Shared
Services in May 2016. Before joining Bristow, Chris served as Corporate Controller at Era Group Inc. He started his career at
KPMG LLP, serving in various audit and advisory roles up to Senior Manager, focused primarily on SEC reporting clients.
Chris is a Certified Public Accountant in Texas and holds a bachelor's degree in Business Administration and a master's degree
in Professional Accounting from The University of Texas at Austin.

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PART II

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 21, 2021, the closing price per

share of our Common Stock as reported on the NYSE was $28.20.

Holders of Record

As of May 21, 2021, there were 133 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.

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 2021:

January 1, 2021 - January 31, 2021

February 1, 2021 - February 28, 2021

Total Number
of Shares
Repurchased(1)

Average Price
Paid Per
Share

— $

—

March 1, 2021 - March 31, 2021

17,658 $

27.89

___________________________

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(2)

— $

65,008,932

(1) Reflects shares purchased in connection with the surrender of shares by employees to satisfy certain tax withholding obligations. These repurchases

are not a part of our publicly announced plan and do not affect our Board-approved share repurchase program.

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

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Performance Graph

The following graph shows a comparison from March 31, 2016 through March 31, 2021 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(1). The graph assumes that $100 was invested at the market close on
March 31, 2016.

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., Transocean Ltd. based on their industry and
similar market capitalization.

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. The decision to change our peer group was primarily due
to the delisting of the 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.

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
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.

Period EndingIndex ValueComparison of Cumulative Total ReturnBristow Group Inc.S&P 500OSX Oil Services IndexNew Peer GroupFormer Peer Group03/31/1606/30/1609/30/1612/30/1603/31/1706/30/1709/29/1712/29/1703/30/1806/29/1809/28/1812/31/1803/29/1906/28/1909/30/1912/31/1903/31/2006/30/2009/30/2012/31/2003/31/21050100150200Table of Contents

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, 2021, 2020 and 2019. 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. Risk Factors” and elsewhere in this Annual Report, our actual results may differ
materially from those anticipated in these forward-looking statements.

As a result of the adoption of fresh-start accounting, the Company’s consolidated financial statements subsequent to
October 31, 2019 (“Successor”) may not be comparable to the consolidated financial statements prior to October 31, 2019
(“Predecessor”). The results of operations as reported in the Consolidated Financial Statements are reported separately for each
of these periods in accordance with accounting principles generally accepted in the United States of America ("GAAP"),
however, the results of operations for the periods from April 1, 2019 to October 31, 2019 (Predecessor) and from November 1,
2019 to March 31, 2020 (Successor), cannot adequately be compared against the twelve months ended March 31, 2021, without
combining the 2019 Predecessor and Successor periods. The combined results for the year ended March 31, 2020, which are
referred to herein as results for the "year ended March 31, 2020," represent the sum of the reported amounts for the Predecessor
periods from April 1, 2019 through October 31, 2019, and the Successor period from October 31, 2019 through March 31,
2020. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared on a pro
forma basis in accordance with Article 11 of Regulation S-X.

In the discussions that follow, the terms “Current Year” and “Prior Year” refer to the twelve months ended March 31,
2021 (Successor) and 2020 (Combined), respectively. For discussion of year-to-year comparisons between the twelve months
ended March 31, 2020 (Combined) and the twelve months ended March 31, 2019 (Predecessor), see "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s joint proxy and consent
solicitation statement/prospectus (File No. 333-237557), filed with the SEC on May 5, 2020 (the “Joint Proxy Statement/
Prospectus”).

Overview

We are the leading global provider of vertical flight solutions, primarily providing aviation services to a broad base of
major integrated, national and independent energy companies and government agencies. Our helicopters are primarily used to
transport personnel to, from and between offshore oil and gas production platforms, drilling rigs and other installations. In the
fiscal years ended March 31, 2021, 2020 and 2019, approximately 72%, 73% and 69%, respectively, of our operating revenues
were derived from oil and gas services.

We conduct our business out of one segment, aviation services, and serve customers in Australia, Brazil, Canada, Chile,

Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K. and U.S.

In addition to providing aviation services to the offshore energy industry, we also provide commercial SAR services in
multiple countries and public sector SAR services in the U.K. In the fiscal years ended March 31, 2021, 2020 and 2019,
approximately 20%, 18% and 18%, respectively, of our operating revenues were derived from U.K. SAR services while
approximately 8%, 9% and 13% were from fixed wing and other services.

Recent Developments

Achievement of Part CAMO Designation

In March 2021, Bristow became the first helicopter operator in the UK to achieve the Continued Airworthiness
Management Organization certification (“Part CAMO”), a new mandatory international aviation safety standard designed to
ensure the airworthiness of our aircraft, well ahead of the required compliance date of August 2021, underscoring our
commitment to safety and industry leadership.

Part CAMO includes new procedures, which for the first time formally require the establishment, implementation and
maintenance of a management system that includes safety management and compliance monitoring of those responsible for

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airworthiness operations as determined by the Civil Aviation Authority, following European Aviation Safety Agency
guidelines. While the use of a management system has been mandatory for operators for several years, Part CAMO includes a
comprehensive requirement for airworthiness organizations.

Closing of $400 Million Senior Secured Notes and Repayment of Term Loans

In February 2021, we closed a private offering of $400 million aggregate principal amount of 6.875% senior secured
notes due 2028 (the “6.875% Senior Notes”). We used a portion of the net proceeds from the offering of the 6.875% Senior
Notes, together with cash on hand, to repay approximately $152.0 million with respect to our secured equipment term loan with
Macquarie Bank Limited and approximately $200.7 million with respect to our term loans with PK AirFinance S.à r.l.
(collectively, the "Term Loans"). We also used a portion of the net proceeds together with cash on hand, to redeem our 7.750%
Senior Notes due 2022 with an aggregate principal amount of approximately $132.0 million outstanding. This transaction
strengthens our financial position and enhances our strategic and operational flexibility. This new financing results in a simpler
capital structure, extends our debt maturities, reduces mandatory amortization requirements, and significantly reduces
operational friction costs, all of which we believe enhances Bristow's credit profile and future access to capital.

COVID-19

The COVID-19 pandemic has resulted in a global crisis, with many countries placing restrictions on national and
international travel and instituting other measures, including, among other things, reducing or eliminating public gatherings by
placing limits on such events, shuttering non-essential stores and services, encouraging voluntary quarantines and imposing
involuntary quarantines, in an effort to reduce and slow the spread of COVID-19. The long-term impact of COVID-19 on the
global economy is not yet known, but it has had a significant influence on economic activity and likely will continue to have a
significant impact on the global economy in the near-to-medium-term, which in turn can cause volatility in global markets,
generally, and in oil and natural gas prices, more specifically. Financial markets have also experienced significant volatility.

The outbreak of COVID-19 caused a significant decrease in oil and natural gas prices in the first half of 2020 resulting
from demand weakness and oversupply, which has adversely affected demand for our services. Ongoing economic
repercussions of the COVID-19 pandemic may further depress the oil and gas market in the future, which may lead to
additional decreases in capital spending by oil and natural gas companies.

Together with our customers, we have implemented several measures at our bases, based upon guidance from local
public health authorities, to help protect employees and customers, including, but not limited to, measures to restrict access to
sites, medical screenings/questionnaires prior to all flights, enhanced sanitization of aircraft and equipment, modification of
aircraft and special protocols on travel and passenger transport, and we are also monitoring developments that may require or
cause us to modify actions as appropriate. Many of our employees are deemed “essential” in the regions in which they operate
and therefore may continue performing their jobs notwithstanding guidance or orders of general applicability issued by
governments requiring businesses to close, persons to shelter in place, borders to close and other similar actions. In addition, we
have developed and are offering customers COVID-19 medevac transport in certain regions. As of May 2021, a number of our
personnel in certain parts of the world have received the COVID-19 vaccine.

Merger Involving Bristow Group Inc. and Era Group Inc.

On January 23, 2020, Era, Merger Sub and Old Bristow entered into the Merger Agreement. On June 11, 2020, the
Merger contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with
Old Bristow continuing as the surviving corporation and as a direct wholly owned subsidiary of Era. Following the Merger, Era
changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc.

The Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and
remains the ultimate parent of the Company. As a result, upon the closing of the Merger, Old Bristow’s historical financial
statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial
condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements
since June 12, 2020. Therefore, any information in this MD&A that is presented as of dates or for periods prior to the
completion of the Merger relates only to Old Bristow, and not the Company. Effective upon the closing of the Merger, the
Company changed its fiscal year-end from December 31 to March 31, to correspond with Old Bristow’s fiscal year-end.

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For pro forma consolidated financial statements of the Company giving effect to the Merger, refer to the unaudited pro

forma combined financial information filed as Exhibit 99.2 to our fiscal year 2020 Financial Statements.

Lines of Service

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

U.K. SAR Services. Since 2015, we have been providing SAR services in the U.K. on behalf of the MCA using a mix of

U.K. SAR configured S-92s and AW189s. The recently extended U.K. SAR contract will run through December 31, 2026.

Fixed Wing Services. Our fixed wing services are currently operating in Australia and Nigeria, providing regular

passenger transport (scheduled airline service with individual ticket sales) and charter services.

Other Activities and Services. In order to diversify sources of our earnings and cash flow, we deploy a number of
helicopters in support of other industries and activities, one of which includes entering into lease arrangements for our
helicopters with operators primarily located in international markets such as Mexico, India, Chile and Spain. The helicopters are
contracted to local helicopter operators, which often prefer to lease helicopters rather than purchase them. Leasing affords us
the opportunity to access new markets without significant initial infrastructure investment and generally without ongoing
operating risk.

Market Outlook

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. 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 flow 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. This resulted in reduced oil and gas
project sanctioning and total committed spending during the 2020 calendar year. Postponed plans and total sanctioning by oil
and gas producers is however expected to recover in late 2021 and cause the total value of final investment decisions (FIDs) to
double next year and exceed pre-pandemic levels in 2022 according to Rystad Energy Research published in September 2020.

We generate a vast majority of our operating revenues from contracts supporting our oil and gas customers’ offshore
production operations, which have long-term transportation requirements. Production activities are typically less cyclical than
the exploration and development activities. Production platforms remain in place over the long-term and are relatively
unaffected by economic cycles, as the marginal cost of operation is low. If there are additional declines in the price of oil and
gas, there could be a delay or cancellation of planned offshore projects impacting our operations in future periods.

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. Such projects are generally underwritten by the
energy companies using relatively conservative assumptions relating to oil and gas prices. Although these projects are
considered to be less susceptible to short-term fluctuations in the price of oil and gas compared to shorter cycle projects,
persistently low crude oil prices over the last several years caused these companies to reevaluate their future capital
expenditures with respect to deepwater projects and resulted in the rescaling, delay or cancellation of planned offshore projects,
which could continue to impact our operations in future periods.

The 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. The duration of these contracts generally lasts for ten or more years with options for renewal. Additionally, advances
in offshore wind turbine technology, wind farm development, and operating costs are now cost competitive with other forms of
power generation hence creating opportunities for our business. The UK, Germany and China represent the largest portions of

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the current installed base of wind farms, but the U.S., Taiwan, Japan, Korea and Vietnam are expected to ramp up installations
significantly between now and 2030 with continued growth in Europe and China, making offshore wind a significant global
opportunity over the next decade and beyond.

We believe that we are well positioned to serve the market for support of offshore wind energy.

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. Revenues are recognized when control of the identified distinct goods
or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance
obligations and we have determined that collection has occurred or is probable of occurring. Cost reimbursements from
customers are recorded as reimbursable revenue with the related reimbursed cost recorded as reimbursable expense on our
consolidated statements of operations.

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. Revenues are typically earned through a combination of fixed monthly fees plus an incremental charge based
on flight hours flown. Charter revenues are typically earned through either a combination of a daily fixed fee plus a charge
based on hours flown or an hourly rate with a minimum number of hours to be charged daily.

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. Operating revenues for these emergency response services are earned through
a fixed monthly fee plus an incremental charge for flight hours flown, and charter revenues are typically earned through an
hourly rate with a minimum number of hours to be charged daily.

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. Revenues are
recognized over time at the earlier of the period in which the service is provided or the period in which the right to travel
expires; this is determined by the terms and conditions of the ticket. For scheduled charter services, our contracts typically
include variable rates based on the number of passengers, flights or flight hours. These agreements may also include a monthly
standing charge; however, this is much less common as compared to helicopter contracts. Both chartered and scheduled airline
services revenues are recognized net of passenger taxes and discounts.

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.
This variation can be exacerbated by the timing of entering or exiting third-party PBH programs and the timing of vendor
credits.

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. In most
instances, our leases require clients to procure adequate insurance, but we purchase contingent hull and liability coverage to
mitigate the risk of a client’s coverage failing to respond. In some instances, we provide training and other services to support
our lease customers.

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The aggregate cost of our operations depends primarily on the size and asset mix of the fleet. Our operating costs and

expenses are grouped into the following categories:

•

personnel (includes wages, benefits, payroll taxes and savings plans);

repairs and maintenance (primarily routine activities and hourly charges for PBH maintenance contracts that cover
helicopter refurbishments and engine and major component overhauls that are performed in accordance with
planned maintenance programs);

insurance (including the cost of hull and liability insurance premiums and loss deductibles);

fuel;

leased-in equipment (includes the cost of leasing helicopters and equipment); and

other (primarily base expenses, property, sales and use taxes, communication costs, freight expenses, and other).

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Results of Operations

The following table presents our operating results and other statement of operations information for the twelve months

ended March 31, 2020 and 2021, (in thousands, except percentages):

Twelve Months Ended March 31, 2020
Seven
Months
Ended
October 31,
2019
Predecessor

Five Months
Ended
March 31,
2020
Successor

Twelve
Months
Ended March
31, 2020
Combined

Fiscal Year
Ended
March 31,
2021
Successor

Favorable
(Unfavorable)

Revenues:

Operating revenues........................................
Reimbursable revenues..................................
Total revenues..............................................

722,919
34,304
757,223

467,725
18,038
485,763

$ 1,190,644
52,342
1,242,986

$ 1,139,024
39,038
1,178,062

$ (51,620)
(13,304)
(64,924)

(4.3) %

(25.4) %

(5.2) %

Costs and expenses:

Operating expenses........................................
Personnel..................................................
Repairs and maintenance..........................
Insurance..................................................
Fuel...........................................................
Leased-in equipment................................
Other.........................................................
Total operating expenses....................
Reimbursable expenses..................................
Prepetition restructuring charges...................
General and administrative expenses.............
Restructuring costs.........................................
Merger-related costs.......................................
Depreciation and amortization.......................
Total costs and expenses..............................
Loss on impairment........................................
Loss on disposal of assets..............................

Earnings from unconsolidated
affiliates, net..........................................
Operating loss....................................................

Interest income...............................................
Interest expense..............................................
Loss on extinguishment of debt.....................
Reorganization items, net...............................
Loss on sale of subsidiaries............................
Change in fair value of preferred stock
derivative liability............................................
Bargain purchase gain....................................
Other, net........................................................

Total other income (expense)

Income (loss) before benefit (provision) for
income taxes...................................................
Benefit (provision) for income taxes.............
Net income (loss)..............................................

Net (income) loss attributable to
noncontrolling interests............................

Net income (loss) attributable to Bristow
Group Inc..........................................................

190,805
140,069
9,590
43,479
97,585
88,312
569,840
33,023
13,476
88,392
4,539
—
70,864
780,134
(62,101)
(3,768)

6,589
(82,191)

822
(128,658)
—
(617,973)
(55,883)

—
—
(3,501)
(805,193)

(887,384)
51,178
(836,206)

130,111
102,327
6,441
25,231
49,162
57,365
370,637
17,683
—
64,960
227
6,330
28,238
488,075
(9,591)
(451)

7,262
(5,092)

662
(22,964)
—
(7,232)
—

184,140
—
(9,956)
144,650

139,558
(482)
139,076

320,916
242,396
16,031
68,710
146,747
145,677
940,477
50,706
13,476
153,352
4,766
6,330
99,102
1,268,209
(71,692)
(4,219)

313,561
233,468
21,422
45,206
116,642
120,874
851,173
38,789
—
153,270
25,773
42,842
70,078
1,181,925
(91,260)
(8,199)

7,355
8,928
(5,391)
23,504
30,105
24,803
89,304
11,917
13,476
82
(21,007)
(36,512)
29,024
86,284
(19,568)
(3,980)

2.3 %
3.7 %

(33.6) %

34.2 %

20.5 %

17.0 %

9.5 %

23.5 %

0.1 %

29.3 %

6.8 %
nm
nm

13,851
(87,283)

426
(102,896)

(13,425)
(15,613)

nm
(17.9) %

1,484
(151,622)
—
(625,205)
(55,883)

184,140
—
(13,457)
(660,543)

(747,826)
50,696
(697,130)

1,293
(51,259)
(29,359)
1,577
—

15,416
81,093
27,495
46,256

(191)
100,363
(29,359)
626,782
55,883

(168,724)
81,093
40,952
706,799

(12.9) %

66.2 %

(91.6) %

(56,640)
355
(56,285)

691,186
(50,341)
640,845

92.4 %

(99.3) %

91.9 %

(208)

152

(56)

191

247

(836,414)

139,228

(697,186)

(56,094)

$ 641,092

92.0 %

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Revenues by Service Line. The table below sets forth the operating revenues earned by service line for the applicable

periods (in thousands):

Twelve Months Ended March 31, 2020
Seven
Months
Ended
October 31,
2019

Five Months
Ended
March 31,
2020

Twelve
Months
Ended March
31, 2020

Fiscal Year
Ended
March 31,
2021

Oil and gas:

Predecessor

Successor

Combined

Successor

Favorable
(Unfavorable)

Europe Caspian.................................... $

266,477

177,085

443,562

391,921 $

(51,641)

(11.6) %

Americas..............................................

137,781

Africa...................................................

Asia Pacific..........................................

Total oil and gas.................................

UK SAR Services...................................

Fixed Wing Services..............................

Other.......................................................

96,615

22,459

523,332

128,436

70,755

396

97,670

61,318

5,117

341,190

90,574

35,579

382

235,451

157,933

27,576

864,522

219,010

106,334

778

328,489

93,285

11,831

825,526

225,328

73,751

14,419

93,038

39.5 %

(64,648)

(40.9) %

(15,745)

(57.1) %

(38,996)

(4.5) %

6,318

2.9 %

(32,583)

(30.6) %

13,641

722,919

467,725

$ 1,190,644

$ 1,139,024 $

(51,620)

(4.3) %

Current Twelve Months compared to Prior Year Twelve Months

Operating Revenues. Operating revenues were $51.6 million lower in the twelve months ended March 31, 2021 (the

“Current Year”) compared to the twelve months ended March 31, 2020 (the “Prior Year”).

Operating revenues from oil and gas operations were $39.0 million lower in the Current Year.

Operating revenues from oil and gas operations in Africa were $64.6 million lower primarily due to lower utilization.

Operating revenues from oil and gas operations in the Europe Caspian region were $51.6 million lower in the Current Year.
Revenues in the U.K. decreased $32.5 million primarily due to lower utilization, partially offset by the strengthening of the
GBP relative to the U.S. dollar. Revenues in Norway decreased $14.3 million primarily due to lower utilization and the
weakening of the NOK relative to the U.S. dollar. Revenues in Turkmenistan decreased $4.7 million due to the end of customer
contracts.

Operating revenues from oil and gas operations in the Asia Pacific region were $15.7 million lower in the Current Year.
Revenues in Australia decreased $10.0 million primarily due to lower utilization. In addition, the Prior Year included revenues
of $5.6 million related Aviashelf, which was sold during the Prior Year.

Operating revenues from oil and gas operations in the Americas were $93.0 million higher in the Current Year primarily
due to the Merger. These increases were partially offset by lower utilization in the U.S. Gulf of Mexico and Trinidad. Revenues
in Canada were $6.8 million lower due to to the change in revenue recognition method for leases to Cougar to cash basis
recognition, which was effective at the beginning of the fourth quarter of the Current Year.

Operating revenues from U.K. SAR services were $6.3 million higher in the Current Year primarily due to the

strengthening of the GBP relative to the U.S. dollar.

Operating revenues from fixed wing services decreased by $32.6 million in the Current Year. Revenues from fixed wing
services in the U.K. were $12.8 million lower primarily due to the sale of Eastern Airways International Limited (“Eastern
Airways”) during the Prior Year. Revenues from fixed wing services in Africa and Australia were $10.8 million and $9.0
million lower, respectively, primarily due to lower utilization.

Operating revenues from other services were $13.6 million higher due to the Merger and higher part sales.

Operating Expenses. Operating expenses were $89.3 million lower in the Current Year. Lease costs were $30.1 million
lower in the Current Year primarily due to aircraft lease rejections in the Chapter 11 Cases prior to the Current Year, the
absence of $10.8 million in net lease return costs incurred in the Prior Year and the return of leased helicopters during the

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Current Year. Fuel expense was $23.5 million lower primarily due to a decrease in flight hours. Personnel costs were $7.4
million lower primarily due to the full-year benefit of pre-Merger headcount reduction. Maintenance costs were $8.9 million
lower primarily due to lower power-by-the-hour (“PBH”) expense related to fewer flight hours, partially offset by an increase in
PBH amortization costs related to the recognition of a PBH asset as a result of fresh-start accounting and the Merger. Other
operating expenses decreased $24.8 million primarily due to the decrease in activity, including lower training, travel and freight
costs. These decreases were partially offset by an increase in insurance costs of $5.4 million primarily due to increased
premiums and deductibles related to hurricane damages.

Pre-Petition Restructuring Charges. In the Prior Year, the Company incurred $13.5 million in professional fees prior to

the petition date related to the Chapter 11 Cases.

General and Administrative. General and administrative expenses were $0.1 million lower in the Current Year.

Merger-related costs. Merger-related costs of $42.8 million primarily consist of professional services fees and severance

costs related to the Merger.

Restructuring costs. Restructuring costs of $25.8 million during the Current Year were primarily related to separation

programs in our Africa region, which were not directly related to the Merger.

Depreciation and Amortization. Depreciation and amortization expense decreased by $29.0 million in the Current Year
primarily due to the revaluation of assets in connection with the adoption of fresh-start accounting and fewer helicopters. Old
Bristow recorded all property and equipment at fair value upon emergence from Chapter 11 and made certain changes to the
useful lives and salvage value of assets.

Loss on Impairment. During the Current Year, the Company recognized a loss on impairment of $51.9 million related to
its investment in Cougar, a loss on the impairment of its investment in Líder of $18.7 million, a loss on impairment of $12.9
million related to the write down of inventory and a loss on impairment of $7.8 million related to helicopters that were
transferred to held for sale assets. During the Prior Year, the Company recognized a loss on the impairment of H225 aircraft of
$42.0 million, $17.5 million for Airnorth goodwill and $2.6 million for Bristow’s investment in Sky Future Partners, all of
which occurred in the Predecessor Period. During the Prior Year Successor Period, the Company also recognized a loss on the
impairment for its investment in Líder of $9.6 million.

Loss on Disposal of Assets. During the Current Year, the Company sold eleven H225 heavy, 14 S-76C++ medium, two
B412 medium, 19 B407 single engine helicopters, one H225 simulator, three fixed wing aircraft and other equipment for cash
proceeds of $67.9 million and disposed of five S-76C++ helicopters via sales-type lease agreements, resulting in losses of $8.2
million. During the Prior Year, the Company sold four H225 heavy, three B412 medium helicopters, a fixed wing aircraft and
other equipment, resulting in losses of $4.2 million.

Earnings from Unconsolidated Affiliates, net of Losses. During the Current Year, the Company recognized earnings of
$0.4 million from equity investments compared to $13.9 million in the Prior Year. The Current Year includes $4.8 million of
losses from Líder and $5.0 million lower earnings from Cougar.

Operating Loss. Operating loss as a percentage of revenues was (8.7)% in the Current Year compared to (7.0)% in the
Prior Year. Operating loss in the Current Year was primarily due to losses on impairment, restructuring and merger-related
costs. Operating loss in the Prior Year was primarily due to pre-petition restructuring costs, the recognition of lease return costs
and the losses on impairments.

Interest Expense. Interest expense was $100.4 million lower in the Current Year. During the Prior Year, the Company
incurred a $56.9 million expense related to the Chapter 11 Cases. Interest expense was also lower in the Current Year due to
lower debt balances and the absence of the amortization of deferred financing fees as these fees were written-off as a result of
Chapter 11. These decreases were partially offset by increased debt discount amortization related to the fair valuing of debt as a
result of fresh-start and purchase price accounting.

Loss on extinguishment of debt. During the Current Year, in connection with the refinancing, the Company repaid existing
term loans and redeemed its 7.750% senior unsecured notes due December 15, 2022 (the “7.750% Senior Notes”) and

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recognized a loss on extinguishment of debt of $29.4 million related to the write-off of associated discount balances and early
repayment fees.

Reorganization Items, net. During the Current Year, the Company recognized a gain of $1.6 million related to the release
of the rabbi trust which held investments related to the Company’s non-qualified deferred compensation plan for the
Company’s former senior executives, partially offset by bankruptcy trustee fees. Reorganization items incurred in the Prior
Year related to the Chapter 11 Cases and consisted of fresh-start accounting adjustments of $686.1 million, reorganization
professional and other fees of $86.2 million, debt related expenses of $48.3 million, settlement charges related to the rejection
of H175 helicopters of $31.8 million, lease termination costs of $30.2 million, write-off of corporate lease and leasehold
improvements of $2.8 million, gain on settlement of liabilities subject to compromise of $265.6 million, and benefit from
adjustment of allowed claim associated with return of four H225 helicopters of $1.9 million. During the Prior Year, the
Company also incurred $6.5 million related to professional services fees for fresh start accounting and $0.7 million related to
bankruptcy trustee fees.

Loss on sale of Subsidiaries. During the Prior Year, Old Bristow sold two subsidiaries, Eastern Airways and Aviashelf,

resulting in losses of $46.9 million and $9.0 million, respectively.

Change in Fair Value of Preferred Stock Derivative. During the Current Year, the Company recognized a benefit of $15.4
million related to a decrease in the fair value of preferred stock derivative. During the Prior Year, Old Bristow recognized a
benefit of $184.1 million related to a decrease in the fair value of preferred stock derivative.

Gain on Bargain Purchase. During the Current Year, the Company recognized a bargain purchase gain of $81.1 million
related to the Merger. The net tangible and intangible assets acquired, and liabilities assumed in connection with the Merger,
were recorded at their acquisition date fair values. The excess of the fair value of Era’s identified assets acquired and liabilities
assumed was recognized as a gain.

Other Income, net. Other income, net was $27.5 million in the Current Year compared to other expense, net of $13.5
million in the Prior Year. Other income in the Current Year was primarily due to other income related to Airnorth (government
grants) of $11.5 million, net foreign exchange gains of $7.5 million as shown in the table below, a favorable interest adjustment
to the Company’s pension liability of $3.8 million and insurance proceeds of $2.6 million. Other expense, net in the Prior Year
was primarily due to net foreign exchange losses of $12.9 million as shown in the table below and an unfavorable interest
adjustment to the Company’s pension liability of $0.6 million.

Seven Months Ended
October 31, 2019

Five Months Ended
March 31, 2020

Twelve Months
Ended
March 31, 2020

Fiscal Year Ended
March 31, 2021

Predecessor

Successor

Combined

Successor

Favorable
(Unfavorable)

Foreign currency gains (losses) by region:
Europe Caspian.....................................
Africa.....................................................
Americas...............................................
Asia Pacific...........................................
Corporate and other...............................
Foreign currency gains (losses).........
Pension-related costs.........................
Other..................................................
Other income (expense), net...........

(5,392) $
(904)
1,007
(587)
4,549
(1,327)
(2,256)
82
(3,501) $

(3,107) $
1,075
(315)
(3,840)
(5,390)
(11,577)
1,658
(37)
(9,956) $

(8,499)
171
692
(4,427)
(841)
(12,904)
(598)
45
(13,457)

17,910 $ (23,302)
(3,001)
2,097
(1,193)
2,200
6,296
(6,883)
(12,537)
17,086
7,475
(8,802)
3,837
(6,093)
16,183
(16,101)
27,495 $ (30,996)

Income Tax Benefit (Expense). Income tax benefit was $0.4 million in the Current Year compared to $50.7 million in the
Prior Year Year primarily due to nondeductible expenses related to impairment of foreign investments, variability of earnings in
different jurisdictions and the impact of valuation allowances.

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Liquidity and Capital Resources

General

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

Summary of Cash Flows

Cash flows provided by or (used in):

Operating activities

Investing activities
Financing activities

Twelve Months Ended March 31, 2020

Seven Months
Ended
October 31,
2019

Five Months
Ended
March 31, 2020

Twelve Months
Ended
March 31, 2020

Fiscal Year
Ended
March 31, 2021

Predecessor

Successor

Combined

Successor

(98,866) $

(9,513) $

(108,379) $

96,845

(58,718)

227,649

(17,770)

(25,132)

(76,488)

202,517

173,274

(245,617)

Effect of exchange rate changes on cash, cash equivalents
and restricted cash
Net increase (decrease) in cash, cash equivalents and
restricted cash

2,406

1,010

3,416

7,456

72,471

(51,405) $

21,066

31,958

Operating Activities

Cash flows provided by operating activities were $96.8 million during the Current Year compared to cash flows used in
operating activities of $108.4 million during the Prior Year. The Prior Year was impacted by significant reorganization costs
related to Chapter 11, with a net cash flow impact of approximately $89 million. The Current Year benefited from higher other
income, primarily related to COVID-19 government relief grants and principal receipts on the Company’s sales-type leases.
Operating income before depreciation and amortization, impairment charges, losses on asset dispositions, net and earnings from
unconsolidated affiliates, net, was $2.9 million lower in the Current Year compared to the Prior Year. In the Current Year,
lower operating expenses primarily due to lower lease costs and activity were partially offset by lower revenues, Merger-related
costs and restructuring costs.

Cash paid for interest expense and income taxes was $32.3 million and $15.1 million, respectively, in the Current Year

compared to $62.3 million and $17.1 million, respectively, in the Prior Year.

Investing Activities

During the Current 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 fifty-four aircraft and certain other equipment, and

• Capital expenditures of $14.8 million primarily consisting of spare helicopter parts, facility improvements and

information technology upgrades.

During the Prior Year, net cash used in investing activities was $76.5 million primarily consisting of:

• Capital expenditures of $77.7 million,

• Net payments of $22.5 million for the disposal of Eastern Airways, BHLL and Aviashelf,

• Proceeds of $19.5 million from the sale or disposal of three aircraft and certain other equipment, and

• Proceeds of $4.5 million from deposits on assets held for sale.

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Financing Activities

During the Current Year, net cash used in financing activities was $245.6 million primarily consisting of:

• Proceeds of $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.

During the Prior Year, net cash provided by financing activities was $202.5 million primarily consisting of:

• Borrowings under the Term Loan Agreement were $225.6 million,

• Proceeds from issuance of common and preferred stock were $385.0 million, partially offset by

• Debt issuance costs of $14.9 million,

• Net repayments of debt and other securities of $391.9 million, and

• Partial prepayment of put/call obligation of $1.3 million.

Short and Long-Term Liquidity Requirements

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

Our availability of long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our
requirements for working capital, debt service, capital expenditures and a reasonable return on investment. While the
COVID-19 pandemic, in general, and the related decrease in oil and natural gas prices, more specifically, have not had a
material impact on our liquidity, a sustained environment of depressed oil and natural gas prices could affect capital spending
for offshore oil and gas exploration, drilling and production, which in turn could affect our business and liquidity. As of
March 31, 2021, we had $228.0 million of unrestricted cash and $56.1 million of remaining availability under our amended
asset-backed revolving credit facility (the “ABL Facility”) for total liquidity of $284.1 million.

As of March 31, 2021, approximately 78% of our total cash balance was held outside the U.S. and is generally used to
meet the liquidity needs of our non-U.S. operations. Most of our cash held outside the U.S. could be repatriated to the U.S., and
any such repatriation could be subject to additional taxes. If cash held by non-U.S. operations is required for funding operations
in the U.S., we may make a provision for additional taxes in connection with repatriating this cash, which is not expected to
have a significant impact on our results of operations.

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

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The following table summarizes our contractual obligations and capital commitments and their aggregate maturities as

of March 31, 2021 (in thousands):

Fiscal Year Ending

Total

2022

2023-2024

2025-2026

(in thousands)

2027 and
beyond

573,593 $

15,972 $

157,563 $

58 $

400,000

203,011

21,190

210,902

69,459

31,916

21,190

77,354

12,832

61,095

—

103,008

20,927

55,000

—

30,540

14,475

55,000

—

21,225

Contractual obligations:
Long-term debt(1)
Principal

Interest

Other purchase obligations(2)
Aircraft operating leases
Other operating leases(3)
Capital purchase obligations(4)
Pension obligations(5)

Total contractual cash obligations

$ 1,078,155 $

159,264 $

342,593 $

100,073 $

476,225

Other commercial commitments:

Letters of credit

19,420 $

19,090 $

330 $

— $

—

Total commercial commitments

$ 1,097,575 $

178,354 $

342,923 $

100,073 $

476,225

_______________________

(1) Maturities of our borrowings, interest payments pursuant to such borrowings and a capital commitment fee on our ABL are based on contractual
terms. Interest amounts represent the expected cash payments for interest on our long-term debt based on the interest rates in place and amounts
outstanding as of March 31, 2021.

(2) Other purchase obligations primarily include purchase orders for helicopter inventory and non-cancelable PBH maintenance commitments. These
commitments are for goods and services to be acquired in the ordinary course of business and are fulfilled by our vendors within a short period of
time.

(3) Operating leases primarily include leases of facilities that have a remaining term in excess of one year.

(4) Capital purchase obligations as of March 31, 2021 represent commitments for the purchase of new helicopters. Of the total unfunded capital
commitments, all may be terminated without further liability other than liquidated damages of $2.1 million in the aggregate. These commitments
are not recorded as liabilities on our consolidated balance sheet as we had not yet received the goods or taken title to the property. See discussion of
these purchase obligations below.

(5) See discussion of pension obligations below.

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. While the COVID-19 pandemic has not had a material impact on our liquidity,
management will continue to closely monitor our liquidity position, the credit markets and oil and gas prices in general.

Debt Obligations

Total principal debt balance as of March 31, 2021 (Successor) was $573.6 million primarily comprised of the 6.875%
Senior Notes due in March 2028 and two tranches of the Lombard Debt due December 29, 2023 and January 30, 2024,
respectively.

Currently, we do not believe the conditions caused by COVID-19 will affect our ability to meet the maintenance and

other covenants in our debt instruments.

Contractual Obligations and Commercial Commitments

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

As of March 31, 2021, we had unfunded commitments of $85.3 million, primarily stemming from agreements to
purchase eight new helicopters, consisting of three AW189 heavy helicopters and five AW169 light twin helicopters. We also

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had $1.3 million of deposits paid on options that have not yet been exercised. The AW189 helicopters are scheduled to be
delivered in fiscal year 2022. Delivery dates for the AW169 helicopters have not been determined. In addition, we had
outstanding options to purchase up to an additional ten AW189 helicopters. If these options were exercised, the helicopters
would be delivered in fiscal year 2022 and 2023. All of all 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 $2.1
million.

We had $21.2 million of other purchase obligations representing non-cancelable PBH maintenance commitments and

unfilled purchase orders for aircraft parts.

Lease Obligations

We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft,
and land and facilities used in our operations. The related lease agreements, which range from non-cancelable and month-to-
month terms, generally provide for fixed monthly rentals and can also include renewal options. As of March 31, 2021
(Successor), aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess
of one year, including leases for 44 aircraft, were as follows (in thousands):

Fiscal year ending March 31,

2022....................................................................................................................... $
2023.......................................................................................................................
2024.......................................................................................................................
2025.......................................................................................................................
2026.......................................................................................................................
Thereafter..............................................................................................................

Aircraft

Other

Total

77,354 $
57,646
45,362
28,370
2,170
—
210,902 $

12,730 $
10,775
9,948
7,627
6,644
21,055
68,779 $

90,084
68,421
55,310
35,997
8,814
21,055
279,681

During the fiscal years ended March 31, 2021 and 2020, we recognized $120.3 million and $151.6 million of operating

lease expense, respectively.

Cash paid for amounts included in the measurement of lease liabilities during the fiscal year ended March 31, 2021

(Successor), was $112.6 million.

Pension Obligations

As of March 31, 2021 (Successor), we had recorded on our balance sheet a net $44.2 million pension liability related to
the Bristow Helicopters Limited and Bristow International Aviation (Guernsey) Limited (“BIAGL”) pension plans. The 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 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. 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 funding for defined benefit pension
plans for the fiscal year ending March 31, 2022 is expected to be $18.0 million. The employer contributions for the pension
plan for the Current Year, the Prior Year and the Predecessor Fiscal Year 2019 were £12.7 million ($16.2 million), £12.7
million ($16.6 million), and £12.8 million ($17.0 million), respectively.

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Selected Financial Information on Guarantors of Securities

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

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

Successor

March 31, 2021

Current assets................................................................................................................................................... $
Non-current assets........................................................................................................................................... $
Current liabilities............................................................................................................................................. $
Non-current liabilities...................................................................................................................................... $

798,189
1,686,646
224,078
1,112,490

Total revenues.................................................................................................................................................. $
Operating income (expense)............................................................................................................................ $
Net loss............................................................................................................................................................ $
Net loss attributable to Bristow Group............................................................................................................ $

321,288
(362,903)
(386,951)
(386,994)

Successor

Twelve Months Ended
March 31, 2021

Contingencies

General Litigation and Disputes

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. In addition, from time to time, we are involved in tax
and other disputes with various government agencies. Management has used estimates in determining our potential exposure to
these matters and has recorded reserves in our financial statements related thereto as appropriate. It is possible that a change in
our estimates related to these exposures could occur, but we do not expect such changes in estimated costs would have a
material effect on our business, consolidated financial position or results of operations.

Critical Accounting Estimates

Critical accounting estimates are defined as those that are affected by significant judgments and uncertainties which
could potentially result in materially different accounting under different assumptions and conditions. The Company has
prepared the financial statements in conformity with GAAP, which requires management to make estimates and assumptions
that affect the reported amounts in the financial statements. Actual results could differ from those estimates under different
assumptions or conditions. The following critical accounting estimates could potentially result in a material impact to our
financial condition or operating results. The Company believes that of its significant accounting policies, as discussed in Note 1
to the Consolidated Financial Statements included in this Annual Report on Form 10-K, the following involve a higher degree
of judgment and complexity.

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Taxes. Our annual tax provision is based on expected taxable income, statutory rates and tax planning opportunities
available to us in the various jurisdictions in which we operate. The determination and evaluation of our annual 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. Changes in tax laws, regulations, agreements, tax treaties and foreign
currency exchange restrictions or our level of operations or profitability in each jurisdiction would impact our tax liability in
any given year. We also operate in many jurisdictions where the tax laws relating to the offshore oil service industry are open to
interpretation which could potentially result in tax authorities asserting additional tax liabilities. While our annual tax provision
is based on the best information available at the time, a number of years may elapse before the ultimate tax liabilities in the
various jurisdictions are determined.

We recognize foreign tax credits available to us to offset the U.S. income taxes due on income earned from foreign
sources. These credits are limited by the total income tax on the U.S. income tax return as well as by the ratio of foreign source
income in each statutory category to total income. In estimating the amount of foreign tax credits that are realizable, we
estimate future taxable income in each statutory category. 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
periodically reassess these estimates and record changes to the amount of realizable foreign tax credits based on these revised
estimates. Changes to the amount of realizable foreign tax credits can be significant given any material change to our estimates
on which the realizability of foreign tax credits is based.

We maintain reserves for estimated income tax exposures in jurisdictions of operation. The expenses reported for these
taxes, including our annual tax provision, include the effect of reserve provisions and changes to reserves that we consider
appropriate, as well as related interest. Tax exposure items primarily include potential challenges to intercompany pricing,
disposition transactions and the applicability or rate of various withholding taxes. These exposures are resolved primarily
through the settlement of audits within these tax jurisdictions or by judicial means, but can also be affected by changes in
applicable tax law or other factors, which could cause us to conclude that a revision of past estimates is appropriate. We believe
that an appropriate liability has been established for estimated exposures. However, actual results may differ materially from
these estimates. We review these liabilities quarterly.

We do not believe it is reasonably possible to estimate the potential effect of changes to the assumptions and estimates
identified because the resulting change to our tax liability, if any, is dependent on numerous factors which cannot be reasonably
estimated. These include, among others, the amount and nature of additional taxes potentially asserted by local tax authorities;
the willingness of local tax authorities to negotiate a fair settlement through an administrative process; the impartiality of the
local courts; and the potential for changes in the tax paid to one country to either produce, or fail to produce, an offsetting tax
change in other countries. Our experience has been that the estimates and assumptions we have used to provide for future tax
assessments have proven to be appropriate. However, past experience is only a guide and the potential exists that the tax
resulting from the resolution of current and potential future tax controversies may differ materially from the amounts accrued.

Judgment is required in determining whether deferred tax assets will be realized in full or in part. When it is estimated to
be more-likely-than-not that all or some portion of specific deferred tax assets, such as foreign tax credit carryovers or net
operating loss carry forwards, will not be realized, a valuation allowance must be established for the amount of the deferred tax
assets that are estimated to not be realizable. As of March 31, 2021 (Successor), 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. In the event that our earnings performance projections or future financial conditions do not
indicate that we will be able to benefit from our deferred tax assets, valuation allowances would be established following the
“more-likely-than-not” criteria. We periodically evaluate our ability to utilize our deferred tax assets and, in accordance with
accounting guidance related to accounting for income taxes, will record any resulting adjustments that may be required to
deferred income tax expense in the period for which an existing estimate changes. If our facts or financial results were to
change, thereby impacting the likelihood of establishing and then realizing the deferred tax assets, judgment would have to be
applied to determine changes to the amount of the valuation allowance in any given period. Such changes could result in either
a decrease or an increase in our provision for income taxes, depending on whether the change in judgment resulted in an
increase or a decrease to the valuation allowance. We continually evaluate strategies that could allow for the future utilization
of our deferred tax assets.

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We consider the earnings of certain foreign subsidiaries to be indefinitely invested outside the U.S. on the basis of
estimates that future cash generation will be sufficient to meet future U.S. cash needs and specific plans for foreign
reinvestment of those earnings. As such, as of March 31, 2021 (Successor), we have not provided for deferred taxes on the
unremitted earnings of certain foreign subsidiaries that are indefinitely invested abroad. If our expectations were to change,
withholding and other applicable taxes incurred upon repatriation, if any, would not be expected to have a significant impact on
our results of operations.

Should our expectations 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.

Property and Equipment. Our net property and equipment represents 50% of our total assets as of March 31, 2021. We
determine the carrying value of these assets based on our property and equipment accounting policies, as discussed in Note 1 to
our Consolidated Financial Statements included in this Annual Report on Form 10-K, which incorporate our estimates,
assumptions, and judgments relative to capitalized costs, useful lives and salvage values of our assets.

We review our property and equipment for impairment when events or changes in circumstances indicate that the
carrying value of assets or asset groups may be impaired or when reclassifications are made between property and equipment
and assets held for sale.

Asset impairment evaluations for held for use asset groups are based on estimated undiscounted cash flows for the asset
group being evaluated. If the sum of the expected future cash flows is less than the carrying amount of the asset group, we
would be required to recognize an impairment loss. When determining fair value, we utilize various assumptions, including
projections of future cash flows. An impairment loss is recorded in the period in which it is determined that the aggregate
carrying amount of assets within an asset group is not recoverable. This requires us to make judgments regarding long-term
forecasts of future revenue and cost related to the assets subject to review. In turn, these forecasts are uncertain in that they
require assumptions about demand for our services, future market conditions and technological developments. A change in
these underlying assumptions will cause a change in the results of the tests and, as such, could cause fair value to be less than
the carrying amounts. In such event, we would be required to record a corresponding charge, which would reduce our earnings.
Given the nature of these evaluations and their application to specific asset groups and specific times, it is not possible to
reasonably quantify the impact of changes in these assumptions.

Pension Benefits. Pension obligations are actuarially determined and are affected by assumptions including discount
rates, compensation increases and employee turnover rates. 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 and subsequently record liabilities as necessary.

Three of the most critical assumptions are the expected long-term rate of return on plan assets, the assumed discount rate
and the mortality rate. We evaluate our assumptions regarding the estimated long-term rate of return on plan assets based on
historical experience and future expectations on investment returns, which are calculated by our third-party investment advisor
utilizing the asset allocation classes held by the plans’ portfolios. 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. Changes in these and other assumptions used in the actuarial computations could impact our projected
benefit obligations, pension liabilities, pension expense and other comprehensive income. We base our determination of
pension expense on a fair value valuation of assets and an amortization approach for assessed gains and losses that reduces
year-to-year volatility. 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.

Business Combinations - Purchase-Price Allocation. Accounting for business combinations requires the allocation of a
company’s purchase price to the various assets and liabilities of the acquired business at their respective fair values. We use all
available information to make these fair value determinations. Determining the fair values of assets acquired and liabilities
assumed generally involves assumptions regarding the amounts and timing of future revenues and expenditures, as well as
discount rates.

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During the fiscal year 2021, in connection with the purchase price allocation for the Merger, we derived the fair value of
the Era fleet of aircraft from the estimated enterprise value of Era, using the discounted cash flow method of the income
approach. The estimated enterprise value of Era was made using principal assumptions such as forecasted revenues and
discount rate. All non-aircraft acquired assets and assumed liabilities were valued at fair value, which based upon their nature
were more readily determinable. After allocating fair values to all the non-aircraft acquired assets and assumed liabilities, the
remaining value was attributed to the aircraft. For additional discussion of purchase price allocations, refer to Note 2 to our
Consolidated Financial Statements included in this Annual Report on Form 10-K.

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.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Market Risk

On March 31, 2021, Brent crude oil prices closed at $59.19 per barrel having previously closed at $20.51 per barrel on
March 31, 2020, declining from $61.14 per barrel closing price on December 31, 2019. A combination of factors led to this
initial decline and continued volatility, including an increase in low-priced oil from Saudi Arabia supplied into the market
coupled with Russia’s position to abstain from participating in the supply reduction agreement with the Organization of the
Petroleum Exporting Countries (“OPEC”) and the reduction in demand for oil due to the global COVID-19 pandemic. Despite
announcements from OPEC on production cuts and certain regulatory actions having contributed to the increase in the price per
barrel since the March 2020 lows, prolonged effects of COVID-19 restrictions coupled with additional regulatory uncertainty
and potential consolidations in offshore oil and gas producers could pose risks to our results of operations. We are continuing to
closely monitor our exposure to this risk and the potential impacts on our business.

Foreign Currency Risk

Through our foreign operations we are exposed to currency fluctuations and exchange rate risks. Some of our contracts
to provide services internationally provide for payment in foreign currencies. For example, the majority our revenues and
expenses from our North Sea operations are in British pound sterling. Our foreign exchange rate risk may increase if our
revenues are denominated in a currency different from the associated costs. 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, including intercompany purchases 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.
During the fiscal year ended March 31, 2021 (Successor), we entered into foreign currency put option contracts through March
2022 to mitigate a portion of our foreign currency exposure. These contracts average £5 million monthly through the end of
fiscal year 2022. We designate these derivatives as cash flow hedges.

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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. The value of these currencies has fluctuated relative to the U.S. dollar as
indicated in the following table:

Fiscal Year
Ended
March 31,
2021

Five Months
Ended
March 31,
2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31,
2019

Successor

Predecessor

1.41
1.31
1.21
1.38

1.23
1.17
1.08
1.18

0.80
0.72
0.60
0.76

0.1193
0.1094
0.0928
0.1172

0.0026
0.0026
0.0024
0.0024

0.2043
0.1852
0.1688
0.1772

1.33
1.30
1.28
1.32

1.12
1.11
1.10
1.12

0.70
0.69
0.68
0.70

0.1139
0.1101
0.1086
0.1138

0.0028
0.0028
0.0028
0.0028

0.2515
0.2324
0.1928
0.1928

1.32
1.26
1.21
1.29

1.14
1.12
1.09
1.12

0.72
0.69
0.67
0.69

0.1179
0.1135
0.1083
0.1089

0.0028
0.0028
0.0027
0.0028

0.2675
0.2525
0.2393
0.2491

1.43
1.33
1.24
1.40

1.25
1.17
1.06
1.23

0.81
0.77
0.74
0.77

0.1305
0.1233
0.1152
0.1274

0.0033
0.0029
0.0027
0.0028

0.3020
0.2649
0.2390
0.2570

One British pound sterling into U.S. dollars

High...............................................................................
Average..........................................................................
Low................................................................................
At period-end.................................................................

One euro into U.S. dollars

One Australian dollar into U.S. dollars

One Norwegian kroner into U.S. dollars

One Nigerian naira into U.S. dollars

One Brazilian real into U.S. dollars

______________________

Source: FactSet

Other income (expense), net, in the Company’s consolidated statements of operations includes foreign currency
transaction gains and losses as shown in the following table. 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 as shown in the following table (in thousands):

Successor

Predecessor

Twelve
Months Ended
March 31,
2021

Five Months
Ended
March 31,
2020

Seven Months
Ended
October 31,
2019

Twelve
Months Ended
March 31,
2019

Foreign currency transaction gains (losses).....................................

7,475

(11,577)

(1,327)

(5,163)

Foreign currency transaction losses from earnings from

unconsolidated affiliates, net of gains.......................................

(5,042)

(115)

(1,123)

(4,163)

Transaction gains and losses represent the revaluation of monetary assets and liabilities from the currency that will
ultimately be settled into the functional currency of the legal entity holding the asset or liability. The most significant items
revalued are denominated in U.S. dollars on entities with British pound sterling and Nigerian naira functional currencies and

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denominated in British pound sterling on entities with U.S. dollar functional currencies, with transaction gains or losses
primarily resulting from the strengthening or weakening of the U.S. dollar versus those other currencies.

A hypothetical 10% change in the average U.S. dollar exchange rate relative to other currencies would have affected our

revenues, operating expenses and operating income (loss) for the fiscal year ended March 31, 2021 as follows:

Revenue............................................................................................
Operating expense............................................................................
Operating income (loss)...................................................................

— %
3.4 %
2.0 %
0.1 %
15.1 % (0.9) %

0.6 %
0.6 %
0.3 %

1.0 %
1.1 %
(0.6) %

0.1 %
0.3 %
(2.6) %

British
pound
sterling

Euro

Australian
dollar

Norwegian
kroner

Nigerian
Naira

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and related notes required by this item are included in Part IV, Item 15 of this

Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

At the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the
supervision of and with the participation of our management, including Christopher S. Bradshaw, our Chief Executive Officer
(“CEO”), and Jennifer Whalen, our Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)). Our CEO and CFO have concluded our disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Exchange Act) were effective to provide reasonable assurance that the information required to be disclosed in the
reports we file and submit under the Exchange Act is recorded, processed, summarized and reported within the time period
specified in the Securities and Exchange Commission’s rules and forms and that information relating to us (including our
consolidated subsidiaries) required to be disclosed is accumulated and communicated to management, including the CEO and
CFO, to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an
assessment of the effectiveness of our internal control over financial reporting as of March 31, 2021. The assessment was based
on criteria established in the framework Internal Control – Integrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission in 2013. Based on this assessment, management concluded that our internal control
over financial reporting was effective as of March 31, 2021.

The effectiveness of the Company’s internal control over financial reporting as of March 31, 2021 has been audited by

KPMG LLP, an independent registered public accounting firm, as stated in its report included herein.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Other than the changes resulting from the remediation of the material weaknesses described below, there were no
changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2021 (Successor), that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REMEDIATION OF PREVIOUSLY REPORTED MATERIAL WEAKNESSES

In connection with its evaluation of internal control over financial reporting for the fiscal years ended March 31, 2018
and 2019, management of Old Bristow identified material weaknesses which have been remediated as of March 31, 2021. Our
completed remediation activities for each of the material weaknesses are described below.

Control Environment. We did not maintain an effective control environment as we had an insufficient complement of
resources with an appropriate level of knowledge, expertise and skills commensurate with our financial reporting requirements
in certain areas. The material weakness contributed to additional control deficiencies, as we did not maintain effective internal
controls over monitoring of debt covenant compliance as described below and certain areas of asset impairment testing
including the review of certain key assumptions and asset grouping determinations, none of which resulted in a misstatement of
the consolidated financial statements. In addition, we determined the insufficient complement of resources, resulted in an
additional material weakness within our Risk Assessment process as described further below.

In response to the material weakness, we implemented certain organizational enhancements, including;

effecting a change in leadership over both the Treasury and Legal departments,

augmenting our treasury and legal team’s abilities to manage non-financial debt covenants, through the engagement
of an external software service provider, with additional knowledge, expertise, and skills in the area of non-financial
debt covenant compliance monitoring programs,

augmenting our financial planning and analysis team with additional internal professionals with the appropriate level
of knowledge, expertise and skills to enhance the level of precision at which our internal controls over financial
reporting related to forecasting utilized in asset impairment assessments are performed, and

augmenting our technical accounting team with additional internal professionals and the selective engagement of
external professionals with the appropriate levels of knowledge, expertise and skills to assist in the evaluation of
asset impairment assessments.

During the fourth quarter of fiscal year 2021, we completed our testing of the operating effectiveness of the implemented

and enhanced controls and concluded them to be effective as of March 31, 2021.

Risk Assessment. We concluded, as a result of the control environment deficiency above, there existed a material
weakness within our risk assessment process, specifically, the process to identify the potential for management override of
controls at locations not operating on our centralized enterprise resource planning (“ERP”) system and the process to identify
and assess changes that could significantly impact our system of internal control, specifically, changes within our capital
structure which resulted in more onerous non-financial debt covenants. This material weakness contributed to additional control
deficiencies, as the Company did not maintain effective internal controls over (i) debt covenant compliance monitoring as
described above, (ii) verification of the review of journal entries are performed by individuals separate from the preparer as
described further below in certain locations, and (iii) the reassessment of accounting for certain elements of our accounting for
investments in unconsolidated affiliates.

In response to the material weakness, we have enhanced our risk assessment process to better identify, evaluate and
monitor changes that could significantly impact our system of internal control. These enhancements included the establishment
of a charter for, and the formation of, a formal Enterprise Risk Management Committee responsible for defining and
continually evaluating our enterprise risk assessment objectives, overseeing the Company’s enterprise risk assessment process
and ensuring the Company responds appropriately to identified risks through the selection and development of control activities
responsive to the identified risks. The enhancements culminated in the presentation of our revised risk assessment output to the
board of directors during the second quarter of fiscal year 2021 and the reconsideration during the subsequent periods of our

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risk assessment, at a level sufficient to identify, evaluate and monitor significant changes which could impact our system of
internal controls.

During the fourth quarter of fiscal year 2021, we completed our testing of the operating effectiveness of the implemented

and enhanced controls and concluded them to be effective as of March 31, 2021.

Debt Compliance. We identified a material weakness in our internal controls over financial reporting for monitoring of

compliance with non-financial covenants within certain secured financing and lease agreements.

In response to the material weakness described above, we enhanced our debt compliance processes, including the formal
establishment of a debt and lease compliance program with the specific objective of creating a sustainable and executable
compliance process that can be repeated on a recurring basis to ensure timely monitoring of compliance with covenants and
provisions. We implemented this compliance program by executing the following:

• Developed a more complete reporting process to ensure information gathered or created by our separate control
processes throughout the business are reported to the appropriate level of management with the responsibility for
reporting on debt and lease agreement compliance. We have implemented a third-party debt compliance software to
assist with monitoring compliance with covenants and requirements of our financing and helicopter lease agreements
throughout the organization. The software provides a reminder and required reporting task on a sufficiently recurring
basis for subject matter experts within the business to report potential compliance issues for evaluation and resolution by
our management.

• Implemented redesigned processes, where necessary, for compliance with collateral maintenance requirements under our
debt and lease agreements, specifically, tracking the movement of collateral throughout our operations. We have
implemented a manual engine tracking process supported by our maintenance, treasury and legal teams.

• Established procedures for reassessment of our debt and lease compliance program in response to changes in operations

or agreements, to ensure timely actions are taken when risks change.

• Evaluated the revised processes and procedures to ensure a sufficient complement of resources with an appropriate level
of knowledge, expertise and skills commensurate with our non-financial debt covenant compliance monitoring
requirements. We have implemented certain organizational enhancements, including effecting a change in leadership
over both the Treasury and Legal departments. In addition to a change in leadership, we have augmented our treasury
and legal teams abilities to manage non-financial debt covenants, through the engagement of an external software service
provider, with additional knowledge, expertise, and skills in the area of non-financial debt covenant compliance
monitoring programs.

During the fourth quarter of fiscal year 2021, we completed our testing of the operating effectiveness of the implemented

and enhanced controls and concluded them to be effective as of March 31, 2021.

Journal Entries. The Company failed to design and maintain effective controls over the review, approval, and

documentation of manual journal entries at our subsidiary, Airnorth, which is not operating on our centralized ERP system.

In response to the material weakness, we developed and implemented enhanced procedures at Airnorth to ensure that
manual journal entries recorded in our financial records are properly reviewed and approved preventing the potential for
management override of controls. During the fourth quarter of fiscal year 2021, we completed our testing of the operating
effectiveness of the implemented and enhanced controls and concluded them to be effective as of March 31, 2021.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item will be presented in our 2021 Proxy Statement, which will be filed with the SEC
no later than 120 days after our fiscal year ended March 31, 2021 and which is incorporated herein by reference. Information
about our executive officers can be found after Item 4 in Part I of this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item will be presented in our 2021 Proxy Statement, which will be filed with the SEC

no later than 120 days after our fiscal year ended March 31, 2021 and which is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The information required by this Item will be presented in our 2021 Proxy Statement, which will be filed with the SEC

no later than 120 days after our fiscal year ended March 31, 2021 and which is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE

The information required by this Item will be presented in our 2021 Proxy Statement, which will be filed with the SEC

no later than 120 days after our fiscal year ended March 31, 2021 and which is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item will be presented in our 2021 Proxy Statement, which will be filed with the SEC

no later than 120 days after our fiscal year ended March 31, 2021 and which is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

Financial Statements

The consolidated financial statements filed as part of this report are listed on the Index to Consolidated
Financial Statements of this Annual Report on Form 10-K.

Financial Statement Schedules

All financial statement schedules have been omitted here because they are not applicable, not required, or the
information is shown in the consolidated financial statements or notes thereto.

Exhibits

Exhibit Index Exhibit Description

2.1 **

2.2 *

3.1 *

3.2 *

4.1 *

4.2 *

4.3
10.1

10.2 * +

10.3 * +

10.4 * +

Agreement and Plan of Merger, dated as of January 23, 2020, by and among Bristow Group Inc., Era Group
Inc., and Ruby Redux Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 of the Company’s
Current Report on Form 8-K filed with the SEC on January 24, 2020, as amended (File No. 001-35701)).
Amended Joint Chapter 11 Plan of Reorganization, dated September 30, 2019. (incorporated herein by
reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 9,
2019, as amended (File No. 001-361617)).
Amended and Restated Certificate of Incorporation of Era Group Inc. (incorporated herein by reference to
Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2018 (File
No. 001-35701)).
Amended and Restated Bylaws of Era Group Inc. (incorporated herein by reference to Exhibit 3.2 of the
Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2018 (File No. 001-35701)).
Form of Common Stock Certificate of Era Group Inc. (incorporated herein by reference to Exhibit 4.1 of the
Company’s Amendment No. 2 to Registration Statement on Form 10 filed with the SEC on January 08,
2013, as amended (File No. 001-35701)).
Indenture, dated as of February 25, 2021 among Bristow Group Inc., the guarantors therein and US Bank
National Association (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on
Form 8-K filed with the SEC on February 26, 2021 (File No. 001-35701)).
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
Deed of amendment and confirmation dated as of April 21, 2021, among Bristow Group Inc. the guarantors
named therein and Barclays Bank PLC
Era Group Inc. 2012 Share Incentive Plan. (incorporated herein by reference to Exhibit 10.4 of the
Company’s Registration Statement on Form 10 filed with the SEC on October 12, 2012, as amended (File
No. 001-35701)).
Form of Stock Option Grant Agreement pursuant to the Era Group Inc. 2012 Share Incentive Plan.
(incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with
the SEC on March 5, 2013, as amended (File No. 001-35701)).
Form of Non-Employee Director Restricted Stock Unit Grant Agreement Pursuant to the Bristow Group Inc.
2019 Management Incentive Plan. (incorporated herein by reference to Exhibit 10.1 of the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the SEC on November
5, 2020 (File No. 001-35701)).

10.5 * + Restricted Stock Unit Grant Agreement Pursuant to the Bristow Group Inc. 2012 Share Incentive Plan.
((incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2020 filed with the SEC on November 5, 2020 (File No. 001-35701))
10.6 * + Restricted Stock Unit Grant Agreement Pursuant to the Bristow Group Inc. 2019 Management Incentive
Plan. (incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2020 filed with the SEC on November 5, 2020 (File No. 001-35701)).
Form of Stock Option Grant Agreement Pursuant to the Bristow Group Inc. 2012 Share Incentive Plan.
((incorporated herein by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2020 filed with the SEC on November 5, 2020 (File No. 001-35701))

10.7 * +

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10.8 * +

10.9 * +

10.11 *

10.12 *

10.13 *

10.14 *

10.15 *

10.16 *

10.17 *

10.18 * +

10.19 * +

10.20 *

10.21 *

10.22 *

10.23 *

21.1
23.1
23.3
31.1

Form of Stock Option Grant Agreement Pursuant to the Bristow Group Inc. 2019 Management Incentive
Plan. ((incorporated herein by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2020 filed with the SEC on November 5, 2020 (File No. 001-35701))
Form of Non-Employee Director Restricted Stock Award Agreement pursuant to the Era Group Inc. 2012
Share Incentive Plan (incorporated herein by reference to Exhibit 10.7 of the Company’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 15, 2013 (File No.
001-35701)).
Form of Indemnification Agreement between Era Group Inc. and individual officers and directors.
(incorporated herein by reference to Exhibit 10.10 of the Company’s Registration Statement on Form 10
filed with the SEC on October 12, 2012, as amended (File No. 001-35701)).
Era Group Inc. Management Incentive Plan (incorporated herein by reference to Exhibit 10.11 of the
Company’s Amendment No. 1 to Registration Statement on Form 10 filed with the SEC on December 18,
2012, as amended (File No. 001-35701)).
Era Group Inc. 2013 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.1 of the
Company’s Registration Statement on Form S-8 filed with the SEC on March 8, 2013 (File
No. 333-187166)).
Amendment No. 1, dated September 15, 2016, to the Era Group Inc. 2013 Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8
filed with the SEC on November 2, 2016 (File No. 333-214402)).
Era Group Inc. Senior Executive Severance Plan (incorporated herein by reference to Exhibit 10.1 of the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed with the SEC on
August 5, 2015 (File No. 001-35701).
Form of Restricted Stock Agreement pursuant to the Era Group Inc. 2012 Share Incentive Plan (incorporated
herein by reference to Exhibit 10.23 of Amendment No. 1 to the Company’s Annual Report on Form 10-K/A
for the year ended December 31, 2015 filed with the SEC on February 29, 2016 (File No. 001-35701).
Form of Restricted Stock Agreement pursuant to the Era Group Inc. 2012 Share Incentive Plan (incorporated
herein by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the quarter ended
December 31, 2018 filed with the SEC on March 8, 2019 (File No.001-35701).
Settlement Agreement and General Release of Claims, dated July 3, 2018 (incorporated herein by reference
to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2018
(File No. 001-35701).
Form of Era Director Replacement Stock Option Awards.(incorporated herein by reference to Exhibit 10.34
of the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2020 (File No. 001-35701).
S-92 New Helicopter Sales Agreement dated as of May 19, 2006 between Bristow Group Inc. and Sikorsky
Aircraft Corporation. (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report
on Form 10-Q filed with the SEC on August 8, 2006 (File No. 001-361617)).
Term Loan Credit Agreement, dated as of November 11, 2016, among Bristow U.S. Leasing LLC, the
lenders from time to time party thereto and Lombard North Central Plc. (incorporated herein by reference to
Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2016,
File No. 001-361617)).
Term Loan Credit Agreement, dated as of November 11, 2016, among Bristow Aircraft Leasing Limited, the
lenders from time to time party thereto and Lombard North Central Plc.(incorporated herein by reference to
Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2016,
File No. 001-361617)).
ABL Facilities Agreement, dated April 17, 2018, among Bristow Norway AS, Bristow Helicopters Limited,
the Company, Barclays Bank PLC and Credit Suisse AG, Cayman Islands Branch and the other lenders from
time to time party thereto.(incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report
on Form 8-K filed with the SEC on April 23, 2018, File No. 001-361617)).(incorporated herein by reference
to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14,
2016, File No. 001-361617)).
List of subsidiaries of Bristow Group Inc.
Powers of Attorney
Consent of KPMG LLP, independent registered public accounting firm.
Certification by the Principal Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
Exchange Act.

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31.2

32.1

32.2

99.1

99.2

101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE

Certification by the Principal Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
Exchange Act.
Certification by the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Certification by the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Order Confirming Amended Joint Chapter 11 Plan of Reorganization, dated October 8, 2019 (incorporated
herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on October 9, 2019
(File Number 001-31617)).
Amended Plan Supplement, filed with the Bankruptcy Court on October 2, 2019 (incorporated herein by
reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on October 9, 2019 (File
Number 001-31617)).
XBRL Instance Document
XBRL Taxonomy Extension Schema
XBRL Taxonomy Extension Calculation Linkbase
XBRL Taxonomy Extension Definition Linkbase
XBRL Taxonomy Extension Label Linkbase
XBRL Taxonomy Extension Presentation Linkbase

Incorporated herein by reference as indicated.

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish
supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

Management contracts or compensatory plans or arrangements required to be filed as an Exhibit pursuant to Item 15 (b) of the rules
governing the preparation of this Annual Report on Form 10-K.

ITEM 16. FORM 10-K SUMMARY

None.

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Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, and in the capacities indicated, thereunto duly authorized.

SIGNATURES

Bristow Group Inc.

By:

Date:

/s/ Jennifer D. Whalen

Jennifer Whalen, Senior Vice President, Chief Financial Officer

May 26, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

Signer

Title

/s/ Christopher S. Bradshaw

President, Chief Executive Officer and Director

Christopher S. Bradshaw

(Principal Executive Officer)

Date

May 26, 2021

/s/ Jennifer D. Whalen

Senior Vice President and Chief Financial Officer

May 26, 2021

Jennifer D. Whalen

(Principal Financial Officer)

/s/ Chris Gillette

Vice President and Chief Accounting Officer

May 26, 2021

Chris Gillette

(Principal Accounting Officer)

/s/ G. Mark Mickelson

Chairman of the Board and Director

May 26, 2021

G. Mark Mickelson

/s/ Lorin L. Brass

Director

Lorin L. Brass

/s/ Charles Fabrikant

Director

Charles Fabrikant

/s/ Wesley E. Kern

Director

Wesley E. Kern

/s/ Robert J. Manzo

Director

Robert J. Manzo

Gen. Maryanne Miller

Director

/s/ Christopher Pucillo

Director

Christopher Pucillo

/s/ Brian D. Truelove

Director

Brian D. Truelove

*By

/s/ Crystal Gordon

Crystal Gordon, Senior Vice President, , General Counsel, Head
of Government Affairs, and Corporate Secretary, as Attorney-
In-Fact for each of the Persons indicated

May 26, 2021

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms

Consolidated Financial Statements:

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Stockholders’ Investment and Mezzanine Equity

Notes to Consolidated Financial Statements

Page

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
Bristow Group Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bristow Group Inc. and subsidiaries (the Company) as of March
31, 2021 (Successor) and March 31, 2020 (Successor), the related consolidated statements of operations, comprehensive income
(loss), changes in stockholders’ investment and mezzanine equity, and cash flows for the year ended March 31, 2021 (Successor), the
five month period ended March 31, 2020 (Successor), the seven month period ended October 31, 2019 (Predecessor), and the year
ended March 31, 2019 (Predecessor), and the related notes (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021
(Successor) and March 31, 2020 (Successor), and the results of its operations and its cash flows for the year ended March 31, 2021 and
the five months ended March 31, 2020 (Successor) and the seven months ended October 31, 2019 (Predecessor) and for the year ended
March 31, 2019 (Predecessor), in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of March 31, 2021 (Successor), based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission,
and our report dated May 26, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over
financial reporting.

Basis of Presentation

As discussed in Note 1 to the consolidated financial statements, on October 8, 2019, the United States Bankruptcy Court for the
Southern District of Texas entered an order confirming the Company’s amended plan for reorganization under Chapter 11 of the
Bankruptcy Code, which became effective on October 31, 2019. Accordingly, the accompanying consolidated financial statements
have been prepared in conformity with Accounting Standards Codification 852, Reorganizations, with the Company’s assets,
liabilities and a capital structure having carrying amounts not comparable with prior periods as described in Note 1.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on
the accounts or disclosures to which it relates.
Evaluation of the fair value of the aircraft acquired in the Era business combination

As disclosed in Note 2, on June 11, 2020, Bristow Group Inc. (“Old Bristow” or “Legacy Bristow”) completed the reverse
merger with Era Group Inc. (“Era”) for purchase consideration of $108.7 million in an all-stock transaction with Era (“the
Merger”). While Era was the legal acquirer, Old Bristow was determined to be the accounting acquirer. Management
accounted for this transaction as a business combination using the acquisition method in accordance with Accounting

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Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Under this method, the identifiable assets
acquired and liabilities assumed are measured at their respective fair values at the acquisition date. The Merger resulted in a
gain on bargain purchase of $81.1 million, which are uncommon in nature. As part of the accounting for the Merger,
management recorded the acquired aircraft at an aggregate fair value of $179.9 million. Based upon the illiquid state of the
secondary market, relevant and reliable market data for the Era fleet was not readily available. As a result, to derive the fair
value of the aircraft, management estimated the business enterprise value of Era using the discounted cash flow method of
the income approach. Additionally, all other acquired assets and assumed liabilities were valued at fair value, which based
upon their nature were more readily determinable. After allocating fair values to all the non-aircraft acquired assets and
assumed liabilities, the remaining value was attributed to the aircraft. The fair value estimate of the Era business enterprise
value was made using key assumptions of forecasted revenue and discount rate.

We identified the evaluation of the fair value of the aircraft acquired in the Era business combination as a critical audit
matter. Complex auditor judgment was required to evaluate the appropriateness of the valuation methodology used to value
the aircraft. The income approach used in determining the fair value of Era included inputs and assumptions with a high
degree of subjectivity, including key assumptions of forecasted revenue and discount rate. In addition, the audit effort
involved the use of professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls over the acquisition date valuation process, including controls
over management’s valuation methodology of the aircraft and controls over the development of key assumptions used in the
valuation of the Era business enterprise value. We compared the Era forecasted revenue to historical performance with
consideration of the current industry environment and economic trends. In addition, we involved valuation professionals with
specialized skills and knowledge who assisted in:

• Evaluating the appropriateness of the valuation methodology used to value the aircraft

• Comparing the discount rate used in the discounted cash flow model to an independently developed discount rate range

established using publicly available market data for comparable entities

/s/ KPMG LLP
We have served as the Company’s auditor since 2003.

Houston, Texas
May 26, 2021

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
Bristow Group Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Bristow Group Inc. and subsidiaries’ (the Company) internal control over financial reporting as of March 31, 2021
(Successor), based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of March 31, 2021 (Successor), based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of March 31, 2021 (Successor) and March 31, 2020 (Successor), the
related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ investment and mezzanine
equity, and cash flows for the year ended March 31, 2021 (Successor), the five month period ended March 31, 2020 (Successor), the
seven month period ended October 31, 2019 (Predecessor), and the year ended March 31, 2019 (Predecessor), and the related notes
(collectively, the consolidated financial statements), and our report dated May 26, 2021 expressed an unqualified opinion on those
consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Houston, Texas
May 26, 2021

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except share and per share amounts)

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Revenues:
Operating revenues.............................................................................. $
Reimbursable revenues........................................................................
Total revenues..............................................................................

1,139,024 $
39,038
1,178,062

467,725
18,038
485,763

722,919 $
34,304
757,223

1,307,907
61,755
1,369,662

Costs and expenses:
Operating expenses..............................................................................
Reimbursable expenses........................................................................
Prepetition restructuring charges.........................................................
General and administrative expenses...................................................
Merger-related costs.............................................................................
Restructuring costs...............................................................................
Depreciation and amortization expense...............................................
Total costs and expenses..............................................................

Loss on impairment..............................................................................
Loss on disposal of assets....................................................................
Earnings from unconsolidated affiliates, net of losses.........................
Operating loss..............................................................................

Interest income.....................................................................................
Interest expense....................................................................................
Loss on extinguishment of debt...........................................................
Reorganization items, net.....................................................................
Loss on sale of subsidiaries..................................................................
Change in fair value of preferred stock derivative liability.................
Gain on bargain purchase.....................................................................
Other income (expense), net................................................................
Total other income (expense).......................................................
Income (loss) before income taxes..............................................
Benefit (provision) for income taxes...................................................
Net income (loss).........................................................................
Net (income) loss attributable to noncontrolling interests...........
Net income (loss) attributable to Bristow Group Inc................... $

Income (loss) per common share(1):

851,173
38,789
—
153,270
42,842
25,773
70,078
1,181,925

(91,260)
(8,199)
426
(102,896)

1,293
(51,259)
(29,359)
1,577
—
15,416
81,093
27,495
46,256
(56,640)
355
(56,285)
191
(56,094) $

370,637
17,683
—
64,960
6,330
227
28,238
488,075

(9,591)
(451)
7,262
(5,092)

662
(22,964)
—
(7,232)
—
184,140
—
(9,956)
144,650
139,558
(482)
139,076
152
139,228

569,840
33,023
13,476
88,392
—
4,539
70,864
780,134

(62,101)
(3,768)
6,589
(82,191)

822

(128,658)

—

(617,973)
(55,883)

—
—
(3,501)
(805,193)
(887,384)
51,178
(836,206)
(208)
(836,414) $

1,079,747
59,482
—
182,113
—
—
124,899
1,446,241

(117,220)
(27,843)
4,317
(217,325)

3,424
(113,500)
—
—
—
—
—
(8,898)
(118,974)
(336,299)
161
(336,138)
(709)
(336,847)

Basic............................................................................................. $
Diluted.......................................................................................... $

3.12 $
2.32 $

20.11
$
(1.51) $

(23.29) $
(23.29) $

(9.42)
(9.42)

Weighted average common shares outstanding(1):
Basic
Diluted

24,601,168
31,675,938

5,641,320
29,805,981

35,918,916
35,918,916

35,740,933
35,740,933

(1) See Note 12 to the consolidated financial statements for details on income (loss) per share and weighted average common shares outstanding.

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

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

(in thousands, except share amounts)

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Net income (loss)................................................................................. $
Other comprehensive income (loss):

Currency translation adjustments....................................................
Pension liability adjustment............................................................

Unrealized gain (loss) on cash flow hedges, net of tax benefit......
Total comprehensive income (loss).....................................................

Net (income) loss attributable to noncontrolling interests..............
Currency translation adjustments attributable to noncontrolling
interests...........................................................................................
Total comprehensive (income) loss attributable to noncontrolling
interests...........................................................................................

Total comprehensive income (loss) attributable to Bristow Group
Inc........................................................................................................ $

(56,285) $

139,076

(836,206) $

(336,138)

49,814
(45,071)

(3,006)

(54,548)

191

(11)

180

(16,428)
6,389

1,410

130,447

152

(12)

140

22,952
—

(682)

(36,382)
(5,291)

(42)

(813,936)

(377,853)

(208)

(156)

(709)

(180)

(889)

(54,368) $

130,587

(814,092) $

(378,742)

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

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share amounts)

Current assets:

ASSETS

Cash and cash equivalents................................................................................................................................................... $
Restricted cash.....................................................................................................................................................................

Accounts receivables...........................................................................................................................................................

Inventories...........................................................................................................................................................................

Assets held for sale..............................................................................................................................................................

Prepaid expenses and other current assets...........................................................................................................................

Total current assets..........................................................................................................................................................

Property and equipment

Accumulated depreciation and amortization

Property and equipment, net

Investment in unconsolidated affiliates....................................................................................................................................

Right-of-use assets...................................................................................................................................................................

Other assets..............................................................................................................................................................................

March 31,
2021

March 31,
2020

228,010 $

196,662

3,069

215,620

92,180

14,750

32,119

585,748

1,090,094

(85,535)

1,004,559

37,530

246,667

117,766

2,459

180,683

82,419

32,401

29,527

524,151

901,314

(24,560)

876,754

110,058

305,962

128,336

Total assets...................................................................................................................................................................... $

1,992,270 $

1,945,261

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ INVESTMENT

Current liabilities:

Accounts payable................................................................................................................................................................. $
Accrued wages, benefits and related taxes..........................................................................................................................

Income taxes payable and other accrued taxes....................................................................................................................

Deferred revenue.................................................................................................................................................................

Accrued maintenance and repairs........................................................................................................................................

Current portion of operating lease liabilities.......................................................................................................................

Accrued interest and other accrued liabilities......................................................................................................................

Short-term borrowings and current maturities of long-term debt........................................................................................

Total current liabilities....................................................................................................................................................

Long-term debt, less current maturities...................................................................................................................................

Accrued pension liabilities.......................................................................................................................................................

Preferred stock embedded derivative.......................................................................................................................................

Other liabilities and deferred credits........................................................................................................................................

Deferred taxes..........................................................................................................................................................................

Long-term operating lease liabilities........................................................................................................................................

Total liabilities................................................................................................................................................................

Commitments and contingencies (Note 8)

69,542 $

58,595

19,972

13,598

26,907

77,909

22,632

15,965

305,120

527,528

44,150

—

6,681

42,430

52,110

42,852

6,326

12,053

31,072

81,484

26,342

45,739

297,978

515,385

17,855

286,182

4,490

22,775

167,718

1,093,627

224,595

1,369,260

Redeemable noncontrolling interests.......................................................................................................................................
Mezzanine equity preferred stock: $0.0001 par value, 6,824,582 issued and outstanding as of March 31, 2020 (1)...............

1,572

—

149,785

Stockholders’ investment:

Common stock, $0.01 par value, 110,000,000 authorized; 29,694,071 and 11,235,566 outstanding as of March 31,

2021 and March 31, 2020, respectively (1)......................................................................................................................

Additional paid-in capital....................................................................................................................................................

Retained earnings................................................................................................................................................................

Treasury shares, at cost; 466,700 shares as of March 31, 2021...........................................................................................

Accumulated other comprehensive income.........................................................................................................................

Total Bristow Group Inc. stockholders’ investment................................................................................................................

Noncontrolling interests...........................................................................................................................................................

Total stockholders’ investment................................................................................................................................................

303

687,715

227,011

(10,501)

(6,915)

897,613

(542)

897,071

295,897

139,228

—

(8,641)

426,485

(269)

426,216

Total liabilities, mezzanine equity and stockholders’ investment........................................................................................... $

1,992,270 $

1,945,261

(1) Share information displayed as of March 31, 2020 does not take into account the impact of the Merger.

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

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands, except share amounts)

Fiscal Year
Ended
March 31, 2021

Five Months
Ended March 31,
2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended March 31,
2019

Successor

Predecessor

(56,285) $

139,076

(836,206) $

(336,138)

Cash flows from operating activities:

Net income (loss)............................................................................................... $
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:

Depreciation and amortization expense.............................................................

Deferred income taxes.......................................................................................

Loss from extinguishment of debt.....................................................................

Write-off of deferred financing fees..................................................................

Bad debt expense...............................................................................................

Discount amortization on long-term debt..........................................................

Reorganization items, net..................................................................................

Loss on disposal of assets..................................................................................

Loss on impairment...........................................................................................
Loss on sale of subsidiaries...............................................................................

Deferral of lease payments................................................................................

Beneficial conversion feature on DIP Loan.......................................................

Gain on insurance receivable.............................................................................

DIP Claim Liability...........................................................................................

Gain on bargain purchase..................................................................................

Change in fair value of preferred stock derivative liability...............................

Stock-based compensation expense...................................................................
Equity in earnings from unconsolidated affiliates less than
(greater than) dividends received...................................................................

Increase (decrease) in cash resulting from changes in:

Accounts receivable...........................................................................................

Inventory, prepaid expenses and other assets....................................................

Accounts payable, accrued expenses and other liabilities.................................

Net cash provided by (used in) operating activities..................................

Cash flows from investing activities:

Capital expenditures..........................................................................................

Proceeds from asset dispositions.......................................................................

Deposits on assets held for sale.........................................................................

Cash transferred in sale of subsidiaries, net of cash received............................

Increase in cash from Era merger......................................................................

Net cash provided by (used in) investing activities..................................

Cash flows from financing activities:

Proceeds from borrowings.................................................................................

Debt issuance costs............................................................................................

Repayment of debt and debt redemption premiums..........................................

Prepayment premium fees.................................................................................

Partial prepayment of put/call obligation..........................................................

Issuance of common and preferred stock..........................................................

90,464

(15,468)

29,359

117

1,766

16,146

(1,577)

8,199

91,260
—

—

(2,614)

—

(81,093)

(15,416)

11,518

43,741

(4,866)

—

5,890

(16,254)

451

9,591
—

—

(184,140)

2,412

70,864

(62,476)

—

4,038

—

1,563

552,304

3,768

62,101
55,883

285

56,870

—

15,000

—

1,871

3,549

(1,184)

(1,776)

39,857

13,502

(36,439)

96,845

(14,844)

67,882

—

120,236

173,274

400,000

(6,391)

(618,140)

(5,778)

—

24,097

(3,339)

(24,988)

(9,513)

(36,115)

13,845

4,500

—

(10,247)

(1,831)

(10,877)

(98,866)

(41,574)

5,314

—

(22,458)

—

(25,132)

—

(25,132)

1,010

(51,405)

250,526

225,585

(14,863)

(366,750)

—

(1,323)

385,000

—

227,649

2,406

72,471

178,055

124,899

(14,454)

—

6,337

—

27,843

117,220
—

5,094

—

6,382

3,806

19,197

(5,930)

(63,693)

(109,437)

(40,902)

13,813

—

965

470

(2,599)

(61,052)

—

(54)

2,830

—

(580)

(2,157)

—

(63,142)

(3,465)

(202,168)

380,223

178,055

(17,770)

(58,718)

(26,124)

Purchase of treasury shares................................................................................

(10,501)

Dividends paid to noncontrolling interest..........................................................

Repurchases for tax withholdings on vesting of equity awards........................

Old Bristow share repurchases..........................................................................

Net cash provided by (used in) financing activities..................................

Effect of exchange rate changes on cash, cash equivalents and restricted
cash................................................................................................................

Net increase (decrease) in cash, cash equivalents and restricted cash...............

Cash, cash equivalents and restricted cash at beginning of period....................

—

(4,807)

(245,617)

7,456

31,958

199,121

Cash, cash equivalents and restricted cash at end of period.............................. $

231,079 $

199,121

250,526 $

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

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Investment and Mezzanine Equity

(In thousands, except share amounts)

Total Bristow Group Inc. Stockholders’ Investment

Common
Stock

Common
Stock
(Shares)

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Noncontrolling
Interests

Total
Stockholders’
Investment

382

35,526,625 $ 852,565 $ 794,191 $

(286,094) $

(184,796) $

7,253 $

1,183,501

March 31, 2018 (Predecessor)....................................................................... $
Issuance of common stock............................................................................
Adoption of new accounting pronouncement (1)...........................................
Tax impact of warrants and options issued...................................................

Distributions paid to noncontrolling interests...............................................

Dividends paid to noncontrolling interests...................................................

Currency translation adjustments..................................................................

Net income (loss)..........................................................................................

Other comprehensive loss.............................................................................
March 31, 2019 (Predecessor).......................................................................

Issuance of common stock............................................................................

Beneficial conversion feature on DIP Loan..................................................

Sale of subsidiaries.......................................................................................

Distributions paid to noncontrolling interests...............................................

Currency translation adjustments..................................................................

Net loss.........................................................................................................

Other comprehensive income.......................................................................

Cancellation of Predecessor equity...............................................................
October 31, 2019 (Predecessor)..................................................................... $

(386)
—

___________________________

—

392,291

—

8,863

—

592

—

(1,746)

—

(336,847)

—

386

35,918,916

862,020

455,598

—

1,871

56,870

—

(836,414)

—

(35,918,916)

(920,761)

380,816

—

(41,895)

(327,989)

—

22,322

305,667

—

(184,796)

—

184,796

— $

—

(54)

(580)

(180)

709

—

7,148

—

(5,612)

(1,323)

208

—

—
473 $

8,867

(1,746)

592

(54)

(580)

(180)

(336,138)

(41,895)

812,367

1,871

56,870

(5,612)

(1,323)

(836,206)

22,322

(49,868)
473

(1)

Cumulative-effect adjustment upon the adoption of new accounting guidance related to current and deferred income taxes for intra-entity transfer of assets other than inventory. For further details, see Note 1.

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

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Investment and Mezzanine Equity

(In thousands, except share amounts)

Total Bristow Group Inc. Stockholders’ Investment

Redeemable
Noncontrolling
Interest

Mezzanine
equity
preferred
stock

Common
Stock

Common
Stock
(Shares)

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Noncontrolling
Interests

Total
Stockholders’
Investment

Issuance of Successor common and preferred stock........................... $
October 31, 2019 (Successor)............................................................

Issuance of stock..................................................................................

Initial reclassification of embedded derivative to long-term liability..

Currency translation adjustments.........................................................

Net income...........................................................................................

Other comprehensive income..............................................................
March 31, 2020 (Successor)............................................................... $
Share repurchases................................................................................

Preferred stock share conversion.........................................................

Elimination of Old Bristow stock........................................................

Exchange of common stock.................................................................

Era purchase price................................................................................

Preferred stock compensation activity and conversion........................

Issuance of stock..................................................................................

Share award amortization....................................................................

Purchase of treasury shares..................................................................

Era purchase price adjustment.............................................................

1,501

Purchase of Company common stock (tax withholding).....................

Currency translation adjustments.........................................................

Net income (loss).................................................................................

Other comprehensive income..............................................................
March 31, 2021 (Successor)............................................................... $

— $ 618,921 $

—

618,921

1,186

(470,322)

—

11,235,535 $ 294,670 $

— $

11,235,535

294,670

—

1,227

—

139,228

—

(8,641)

—

(105)

—

(12)

(152)

—

294,671

294,566

1,227

—

(12)

139,076

(8,641)

— $ 149,785 $

11,235,566 $ 295,897 $ 139,228 $

(8,641) $

— $

(269) $

426,216

—

(2,151)

(146,448)

—

(1,186)

—

(142,721)

—

1,263

34,836,688

270,678

142,614

(5)

(45,929,533)

231

23,026,894

(231)

—

7,175,029

108,268

—

1,280

—

(466,700)

(233)

(42,199)

—

6,370

—

6,333

—

395

—

(56,094)

—

1,726

—

(10,501)

—

(11)

(262)

—

1,263

413,296

—

108,340

6,370

—

6,333

(10,501)

395

—

(11)

(56,356)

1,726

1,572 $

— $

303

29,694,071 $ 687,715 $ 227,011 $

(6,915) $ (10,501) $

(542) $

897,071

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

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Coronavirus Update

The outbreak of the disease caused by the novel coronavirus (“COVID-19”) caused a significant decrease in oil and
natural gas prices in the first half of 2020 resulting from demand weakness and oversupply, which had short-term adverse
impacts on demand for the Company’s services. Ongoing economic repercussions of the COVID-19 pandemic may further
depress the oil and gas market in the future, which may lead to additional decreases in capital spending by oil and natural gas
companies.

Basis of Presentation

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

•

the “Company”, “Combined Company,” “Bristow”, “we”, “us” and “our” refer to the entity currently known as
Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries;
“Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S.
Inc., together with its subsidiaries prior to the consummation of the Merger; and
“Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the Combined Company) and its
subsidiaries prior to consummation of the Merger.

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

Effective upon the closing of the Merger, the Company changed its fiscal year-end from December 31 to March 31, to
correspond with Old Bristow’s fiscal year-end. The Company’s fiscal year ends March 31, and fiscal years are referenced
based on the end of such period. Therefore, the fiscal year ending March 31, 2021 is referred to as “fiscal year 2021”.

As more fully described below under “—Emergence from Voluntary Reorganization under Chapter 11”, in May 2019
Old Bristow and a number of its subsidiaries filed for bankruptcy protection in the US Bankruptcy Court for the Southern
District of Texas, Houston Division (the “Bankruptcy Court”) and emerged from bankruptcy proceedings on October 31, 2019.
Upon emergence Old Bristow adopted fresh start accounting, which resulted in Old Bristow becoming a new entity for financial
reporting purposes. In this Annual Report on Form 10-K, references to:

•
•

“Predecessor” refer to Old Bristow on and prior to October 31, 2019; and
“Successor” refer to the reorganized Old Bristow on and after November 1, 2019 until completion of the Merger and
after completion of the Merger refer to the Combined Company.

The consolidated financial information for the twelve months ended March 31, 2021 (Successor) (“fiscal year 2021”),
five months ended March 31, 2020 (Successor) and seven months ended October 31, 2020 (Predecessor) and for the twelve
months ended March 31, 2019 (“fiscal year 2019”) has been prepared by the Company in accordance with GAAP and pursuant
to the rules and regulations of the SEC on this Annual Report on Form 10-K.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Basis of Consolidation

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

Emergence from Voluntary Reorganization under Chapter 11

On May 11, 2019 (the “Petition Date”), Old Bristow and certain of its subsidiaries (collectively the “Debtors”) filed
voluntary petitions (the “Chapter 11 Cases”) in the Bankruptcy Court seeking relief under Chapter 11 of Title 11 of the U.S.
Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 Cases were jointly administered under the caption In re: Bristow
Group Inc., et al., Main Case No. 19-32713. During the pendency of the Chapter 11 Cases, the Debtors continued to operate
their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On August 1, 2019, the
Debtors filed with the Bankruptcy Court their Joint Chapter 11 Plan of Reorganization, and on August 20, 2019, the Debtors
filed their Amended Joint Chapter 11 Plan of Reorganization (as further modified on August 22, 2019, the “Amended Plan”)
and the related Disclosure Statement (as further modified on August 22, 2019, the “Amended Disclosure Statement”). On
October 8, 2019, the Bankruptcy Court entered an order approving the Amended Disclosure Statement and confirming the
Amended Plan. The effective date of the Amended Plan (the “Effective Date”) occurred on October 31, 2019 at which point the
Debtors emerged from the Chapter 11 Cases. Claims under the Bankruptcy Court approved debtor in possession (DIP)
financing Old Bristow obtained while in bankruptcy were settled with the issuance of new common stock (the “Old Bristow
Common Stock”) and new preferred stock (the “Old Bristow Preferred Stock”), both at a par of $0.0001, pursuant to the
Amended Plan.

Upon Old Bristow’s emergence from bankruptcy, Old Bristow adopted fresh-start accounting in accordance with
provisions of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) No. 852,
“Reorganizations” (“ASC 852”), which resulted in Old Bristow becoming a new entity for financial reporting purposes on the
Effective Date. Upon the adoption of fresh-start accounting, the Company’s assets and liabilities were recorded at their fair
values as of the fresh-start reporting date, October 31, 2019. As a result of the adoption of fresh-start accounting, Old Bristow’s
consolidated financial statements subsequent to October 31, 2019 may not be comparable to the consolidated financial
statements prior to October 31, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates
may include, among other items, those related to allowance for doubtful accounts, useful lives of property and equipment,
inventories, income tax provisions, impairments, fair values used in purchase price allocations and certain accrued and
contingent liabilities. Actual results could differ from those estimates and those differences may be material.

Summary of Significant Accounting Policies

Reclassifications — Certain amounts reported for prior periods in the consolidated financial statements have been

reclassified to conform with the current period’s presentation.

Revenue Recognition — See Note 4 for a discussion of revenue recognition.

Pension Benefits — See Note 11 for a discussion of the Company’s accounting for pension benefits.

Maintenance and Repairs — The Company generally charges maintenance and repair costs, including major aircraft
component overhaul costs, to earnings as the costs are incurred. However, certain major aircraft components, such as engines
and transmissions, are maintained by third-party vendors under contractual agreements also referred to as PBH maintenance
agreements. Under these agreements, the Company is charged an agreed amount per hour of flying time related to maintenance,

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

repair and overhaul of the parts and components covered. The costs charged under these contractual agreements are recognized
in the period in which the flight hours occur. To the extent that the Company has not yet been billed for costs incurred under
these arrangements, these costs are included in accrued maintenance and repairs on its consolidated balance sheets. From time
to time, the Company receives credits from its original equipment manufacturers. The Company records these credits as a
reduction in maintenance expense when the credits are utilized in lieu of cash payments for purchases or services.

Taxes — The Company follows the liability method of accounting for income taxes. Under this method, deferred income
tax assets and liabilities are determined based upon temporary differences between the carrying amount and tax basis of the
Company’s assets and liabilities and measured using enacted tax rates and laws that will be in effect when the differences are
expected to reverse. The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income
in the period in which the change occurs. The Company records a valuation reserve when it believes that it is more-likely-than-
not that any deferred income tax asset created will not be realized.

The Company recognizes deferred income tax assets to the extent that it believes that these assets are more likely than
not to be realized. In making such a determination, the Company considers all available positive and negative evidence,
including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies,
and results of recent operations. If the Company determines that it would be able to realize its deferred income taxes assets in
the future in excess of their net recorded amount, the Company would adjust the valuation allowance.

The Company recognizes tax benefits attributable to uncertain tax positions when it is more-likely-than-not that a tax
position will be sustained upon examination by the authorities. The benefit from a position that has surpassed the more-likely-
than-not threshold is the largest amount of benefit that is more than 50% likely to be realized upon settlement. The Company
recognizes interest and penalties accrued related to unrecognized tax benefits as a component of benefit (provision) for income
taxes in its statement of operations.

Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less

when purchased to be cash equivalents. Cash equivalents consist of overnight investments.

Current Expected Credit Losses (“CECL”) — The Company’s customers are primarily major integrated, national and
independent offshore energy companies and government agencies. The Company designates trade receivables as a single pool
of assets based on their short-term nature, similar customer base and risk characteristics. Customers are typically granted credit
on a short-term basis, and related credit risks are considered minimal. The Company conducts periodic quantitative and
qualitative analysis on historic customer payment trends, customer credit ratings and foreseeable economic conditions.
Historically, losses on trade receivables have been immaterial and uncorrelated to each other. Based on these analyses, the
Company decides if additional reserve amounts are needed against the trade receivables asset pool on a case by case basis.
Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts
when collection efforts have been exhausted. As of March 31, 2021 (Successor), the Company had $0.5 million of CECL
reserves related to a customer in its Africa operating region.

The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however,
those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade
receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when
collection efforts have been exhausted. As of March 31, 2021 (Successor) and March 31, 2020 (Successor), the allowance for
doubtful accounts related to accounts receivables was $2.3 million and $0.4 million, respectively, and primarily related to
customers in Turkmenistan and the U.S. Gulf of Mexico.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The allowance for doubtful accounts from non-affiliates were as follows (in thousands):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended
March 31, 2019

Balance – beginning of period................................................. $
Additional allowances.............................................................
Write-offs and collections........................................................
Sale of subsidiaries(1)...............................................................
Fresh-start accounting adjustments(2).......................................
Balance – end of period........................................................... $
________________________

Successor
368 $

1,935
—
—
—
2,303 $

—
368
—
—
—
368

Predecessor

1,617 $
25
—
(851)
(791)
— $

3,304
1,073
(2,760)
—
—
1,617

(1) As the result of the sale of Eastern Airways International Limited (“Eastern Airways”), Aviashelf Aviation Co. (“Aviashelf”) and
Bristow Helicopters Leasing Limited (“BHLL”), Old Bristow wrote off allowance for doubtful accounts for non-affiliates by
$0.9 million.

(2)

In connection with Old Bristow’s emergence from bankruptcy and the application of ASC 852, Old Bristow adjusted allowance for
doubtful accounts to fair value at the Effective Date.

As of March 31, 2021, the allowances for doubtful accounts related to accounts receivable due from affiliates was $1.3
million and primarily related to customers in Turkmenistan operating region. As of March 31, 2020, there were no allowances
for doubtful accounts related to accounts receivable due from affiliates.

Inventories — Inventories are stated at the lower of moving average cost or net realizable value and consist primarily of
spare parts utilized for maintaining the Company’s global fleet of aircraft. The Company establishes an allowance to accrue for
the retirement of the cost of spare parts expected to be on hand at the end of a fleet’s life over the service lives of the related
equipment, taking into account the estimated salvage value of the parts.

The following table reflects the allowance related to dormant, obsolete and excess inventory (in thousands):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended March 31,
2019

Balance – beginning of period.......................................... $
Additional allowances......................................................
Inventory disposed and scrapped......................................
Write-offs ........................................................................
Fresh start accounting adjustments...................................
Foreign currency effects...................................................
Balance – end of period.................................................... $

Successor
62 $
253
—
(62)
—
8
261 $

—
62
—
—
—
—
62

Predecessor

19,448 $
551
(811)
—

(19,143)
(45)
— $

26,030
2,140
(7,427)
—
—
(1,295)
19,448

As a result of its periodic assessment of inventory that was dormant or obsolete within its operational fleet of aircraft and
the recognition of reserves for the end of aircraft fleet lives, the Company increased its allowance for inventory by $0.3 million
during the fiscal year 2021 (Successor). During the five months ended March 31, 2020 (Successor), the seven months ended
October 31, 2019 (Predecessor) and fiscal year 2019 (Predecessor), Old Bristow increased its allowance for inventory by
$0.1 million, $0.6 million and $2.1 million, respectively. The impairment of inventories is included in loss on impairment and
additional allowances are included in operating expenses on the consolidated statements of operations.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Goodwill — Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net
assets acquired. Goodwill is not amortized but is assessed for impairment annually, as of March 31, or when events or changes
in circumstances indicate that a potential impairment exists. Impairment of goodwill is the condition that exists when the
carrying value of a reporting unit that includes goodwill exceeds its carrying value. A goodwill impairment loss is recognized
for the amount that the carrying value of a reporting unit, including goodwill, exceeds fair value, limited to the total amount of
goodwill allocated to that reporting unit.

The Company has no goodwill associated with any reporting units as of March 31, 2021 (Successor).

Goodwill related to Old Bristow’s Asia Pacific reporting unit was as follows (in thousands):

March 31, 2019 (Predecessor)................................................................................................................................... $
Foreign currency translation..................................................................................................................................
Impairments...........................................................................................................................................................

Total

18,436
(932)
(17,504)

October 31, 2019 (Predecessor)................................................................................................................................. $

—

Other Intangible Assets — Intangible assets with finite useful lives are amortized over their estimated useful lives to
their estimated residual values. The residual value of an intangible asset is generally assumed to be zero, with certain limited
exceptions. Finite lived intangible assets are reviewed for impairment when indicators of impairment are present. Indicators of
impairment for finite lived intangible assets are the same as those for impairment of long-lived assets. For finite lived intangible
assets, an impairment loss is recognized if the carrying amount of the asset exceeds the undiscounted cash flows projected to be
generated by the asset. If the finite lived intangible asset is impaired, then the amount of the impairment is calculated as the
excess of the asset’s carrying amount over its fair value. After an impairment loss is recognized, the adjusted carrying amount
of the intangible asset will be its new accounting basis. After adjusting the carrying amount for impairment loss, the Company’s
policy requires the reevaluation of the useful life of that asset.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Intangible assets by type were as follows for the Successor Company (in thousands):

U.K. SAR
customer
contract

PBH

Total

October 31, 2019 (Successor)...................................................................................... $
Additions(1).............................................................................................................
Translation..............................................................................................................
March 31, 2020 (Successor)......................................................................................... $

58,000
(2,294)
55,706 $

—
134,838
76,838
(4,811)
(2,517)
74,321 $ 130,027

Gross Carrying Amount
— $
— $

Additions................................................................................................................

—

14,423 $

14,423

Translation..............................................................................................................

March 31, 2021 (Successor)

5,542
61,248 $

5,689 $
11,231
94,433 $ 155,681

October 31, 2019 (Successor)...................................................................................... $
Amortization expense..............................................................................................
March 31, 2020 (Successor)......................................................................................... $
Amortization expense..............................................................................................

March 31, 2021 (Successor)

Accumulated Amortization
— $
(3,251)
(3,251) $
(7,969)
(11,220) $

— $
(15,503)
(15,503) $
(20,172)
(35,675)

—
(18,754)
(18,754)
(28,141)
(46,895)

Weighted average remaining contractual life, in years................................................

6.0

10.8

7.9

_____________

(1)

(2)

In connection with Old Bristow’s emergence from Chapter 11 Cases and in accordance with ASC 852, it recognized customer contract intangibles of
$58.0 million related to U.K. SAR and $76.8 million related to power-by-the-hour (“PBH”) contracts. The amortization expense for the U.K. SAR
contract is recorded in depreciation and amortization on the consolidated financial statements and the amortization expense for the PBH contracts is
recorded in maintenance expense included in operating expenses on the consolidated financial statements.

Era’s PBH contracts in connection to the Merger.

Future amortization expense of intangible assets for each of the years ending March 31 (Successor) is as follows (in

thousands):

2022 (1).......................................................................................................................... $
2023 (1)..........................................................................................................................
2024 (1)..........................................................................................................................
2025 (1)..........................................................................................................................
2026 (1)..........................................................................................................................
Thereafter (1)..................................................................................................................

_____________

(1)

The future amortization expense for PBH will be included in maintenance expense.

U.K. SAR
customer
contract

8,338 $
8,338
8,338
8,338
8,338
8,338
50,028 $

Total
PBH
21,165
12,827 $
20,759
12,421
19,752
11,414
19,539
11,201
16,599
8,261
10,973
2,635
58,759 $ 108,787

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property and equipment — Property and equipment, stated at cost, is depreciated using the straight-line method over the
estimated useful life of the asset to an estimated salvage value. With respect to helicopters, the estimated useful life is typically
based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the
Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older
assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based
on its best estimate of remaining useful life. The Company reviews the estimated useful lives and salvage values of its property
and equipment on an ongoing basis for any changes in estimates.

The Company performs an impairment analysis on long-lived assets used in operations when events or changes in
circumstances indicate that the carrying value of such assets may not be recoverable. The Company’s long-lived assets are
grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other
groups of assets, which is generally at the fleet group level. If an impairment is indicated for the asset group classified as held
and used, an impairment evaluation will be performed. Asset impairment evaluations are based on estimated undiscounted cash
flows over the remaining useful life for the assets being evaluated. If the sum of the expected future cash flows is less than the
carrying amount of the asset group, the Company would be required to recognize an impairment loss.

For aircraft types that are still operating where management has made the decision to sell or abandon the aircraft type at a
fixed date, an analysis is completed to determine whether depreciation needs to be accelerated or additional depreciation
recorded for an expected reduction in residual value at the planned disposal date.

Investment in Unconsolidated Affiliates — Are measured at fair value with changes in fair value recognized in net
income. The Company uses a measurement alternative approach for equity investments without readily determinable fair
values. The alternative method measures equity investments at cost minus impairment, if any, plus or minus changes resulting
from observable price changes in orderly transactions in a similar investment of the same issuer. The Company performs
regular reviews of each unconsolidated affiliate investee’s financial condition, the business outlook for its products and services
and its present and projected results and cash flows. When an investee has experienced consistent declines in financial
performance or difficulties raising capital to continue operations, the investment is written down to fair value.

Contingent Liabilities — The Company establishes reserves for estimated loss contingencies when it believes a loss is
probable and the amount of the loss can be reasonably estimated. The Company’s contingent liability reserves relate primarily
to potential tax assessments, litigation, personal injury claims and environmental liabilities and are adjusted as a result of
changes in facts or circumstances that become known or changes in previous assumptions with respect to the likelihood or
amount of loss. Such revisions are based on information that becomes known or circumstances that change after the reporting
date for the previous period through the reporting date of the current period. Should the outcome differ from the Company’s
assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the
estimated reserves for contingent liabilities would be required to be recognized. Legal costs are expensed as incurred.

Proceeds from casualty insurance settlements in excess of the carrying value of damaged assets are recognized in gain
(loss) on disposal of assets when the Company has received proof of loss documentation or are otherwise assured of collection
of these amounts. However if the aircraft damage does not result in a total loss and disposal of the asset, any insurance proceeds
above the loss amount are recorded to other income.

Guarantors of Securities

In March 2020, the SEC amended Rule 3-10 and 3-16 of Regulation S-X, CFR 210.1-01 through 210.3-16, regarding
financial disclosure requirements for debt securities issued in registered offerings involving subsidiaries of the registrant as
either issuers or guarantors. This amended rule narrows the circumstances that require separate financial statements or
summarized financial disclosures of issuers and subsidiary guarantors and simplifies the summarized disclosures required in
lieu of those statements. Under the amended rule, comparative period information is no longer required. As a result of this
amended rule, the Company has included narrative disclosures in lieu of separate financial statements. The Company has early
adopted this new rule and has elected to provide the simplified disclosure within the MD&A.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Recent Accounting Pronouncements

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

Adopted

In August 2018, the FASB modified ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit
Plans” (Subtopic 715-20), for changes to disclosure requirements for employers that sponsor defined benefit pension plans.
Certain disclosure requirements were removed and certain disclosure requirements were added. The amendment also clarifies
disclosure requirements for projected benefit obligations and accumulated benefit obligations in excess of respective plan
assets. The amendment was effective beginning in the Company’s fiscal year 2021 financial statements. The disclosure
requirement was adopted effective April 1, 2020 by removing the weighted-average expected long-term rate of return on assets
in the Company’s Quarterly Reports on Form 10-Q and Annual disclosure requirements herein.

Not Yet Adopted

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to
provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to
ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate
(“LIBOR”) and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01
update to Reference Rate Reform (Topic 848) providing clarification of which derivative instruments and hedging relationships
are explicitly eligible for certain optional expedients and exceptions in Topic 848. This update primarily clarifies that practical
expedients may be applied not only to derivative instruments and hedging relationships that reference LIBOR or other reference
rates that are expected to be discontinued, but also those that are being modified as a result of the discounting transition. The
standard will be effective for the Company in fiscal year 2022. The Company has not yet adopted this accounting guidance and
is currently evaluating the effect this accounting guidance will have on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the
accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing
intraperiod allocation and calculating income taxes in interim periods. This ASU also includes guidance to reduce complexity in
certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.
The standard will be effective for the Company in fiscal year 2022 and early adoption is permitted. The Company is currently
evaluating the effect this accounting guidance will have on its consolidated financial statements.

In January 2020, the FASB issued ASU No. 2020-01, “Investments-Equity Securities” (Topic 321), “Investments-Equity
Method and Joint Ventures” Topic 323 and “Derivatives and Hedging” Topic 815 (ASU No. 2020-01) as an update to ASU No.
2016-01 “Financial Instruments-Overall”, further clarifying certain interactions between the guidance to account for certain
equity securities under Topic 321, 323 and 815, and improve current GAAP by reducing diversity in practice and increasing
comparability of accounting. The standard will be effective for the Company in fiscal year 2022, and early adoption is
permitted. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting
guidance will have on its consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options” (Subtopic
470-20) and “Derivatives and Hedging - Contracts in Entity's Own Equity” (Topic 815) as a means of simplifying and reducing
the number of accounting models for convertible debt instruments and convertible preferred stock. The ASU also amends the
guidance for derivatives scope exception for contracts in an entity's own equity. The goal of the ASU is to reduce differences in
accounting for similar contracts between different companies that are accounted for as derivatives by some and equity by
others. The standard will be effective for the Company in fiscal year 2022. The Company has not yet adopted this accounting
guidance and is currently evaluating the effect this accounting guidance will have on its consolidated financial statements.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 2 — BUSINESS COMBINATIONS

Era Group Inc.

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

While Era was the legal acquirer in the Merger, Old Bristow was determined to be the accounting acquirer, based upon
the terms of the Merger and other considerations including that: (i) immediately following completion of the Merger, Old
Bristow stockholders owned approximately 77% of the outstanding shares of Combined Company Common Stock and pre-
Merger holders of Era common stock (“Era Common Stockholders”) owned approximately 23% of the outstanding shares of
Combined Company Common Stock and (ii) the board of directors of the Company consists of eight directors, including six
Old Bristow designees. The Merger was accounted for under the acquisition method of accounting under ASC 805, Business
Combinations. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed
be recognized at their fair values as of the acquisition date. The Company completed its assessment of the fair value of assets
acquired and liabilities assumed within the required one-year period from the date of acquisition. Management recorded the
acquired aircraft at an aggregate fair value of $179.9 million. Based upon the illiquid state of the secondary market, relevant and
reliable market data for the Era fleet was not readily available. As a result, the Company derived the fair value of the Era fleet
of aircraft from the estimated enterprise value of Era, using the discounted cash flow method of the income approach. The
estimated enterprise value of Era was made using principal assumptions such as forecasted revenues and discount rate. All non-
aircraft acquired assets and assumed liabilities were valued at fair value, which based upon their nature were more readily
determinable. After allocating fair values to all the non-aircraft acquired assets and assumed liabilities, the remaining value was
attributed to the aircraft. During the second quarter of fiscal year 2021, the Company recorded measurement period adjustments
to its preliminary estimates due to additional information received primarily related to aircraft, redeemable noncontrolling
interest and income taxes, resulting in an increase in bargain purchase gain of $5.7 million.

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

Fair value of Combined Company Common Stock issued (1)
Fair value of accelerated stock awards (2)
Fair value of exchanged stock awards (3)
Total consideration transferred

Fair value of redeemable noncontrolling interest

Total fair value of Era

___________________________

106,440

2,067

228

108,735

1,501

110,236

(1) Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing

market price of Era shares on June 11, 2020, the acquisition date.

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

accelerated upon consummation of the Merger.

(3) Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the

pre-Merger vesting period.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition,

Assets acquired:

June 11, 2020 (in thousands):

Cash and cash equivalents
Accounts receivable from non-affiliates
Prepaid expenses and other current assets
Inventories
Property and equipment
Right-of-use assets
Other assets

Total assets acquired

Liabilities assumed:

Accounts payable
Accrued wages, benefits and related taxes
Income taxes payable
Deferred revenue
Current portion of operating lease liabilities
Other accrued liabilities
Short-term borrowings and current maturities of long-term debt
Long-term debt, less current maturities
Other liabilities and deferred credits
Deferred taxes
Long-term operating lease liabilities

Total liabilities and redeemable noncontrolling interest assumed

Net assets acquired

120,236
35,079
17,598
8,826
223,256
8,395
14,792
428,182

9,686
8,319
1,791
236
1,711
18,474
17,485
136,704
1,404
34,198
6,845
236,853

191,329

The Merger resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired
exceeding the purchase consideration transferred by $81.1 million and is shown as a gain on bargain purchase on the
consolidated statements of operations. The bargain purchase was a result of a combination of factors including depressed oil
and gas prices and market volatility linked to the COVID-19 pandemic between the initial announcement and consummation of
the Merger.

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

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following unaudited supplemental pro forma combined financial information presents the Company’s results of
operations for the fiscal year ended March 31, 2021, and for the five months ended March 31, 2020, as though the Merger had
occurred on November 1, 2019, the effective date of Old Bristow’s emergence from the Chapter 11 Cases. The unaudited pro
forma financial information is as follows (in thousands)(1)(2):

Total revenues

Net income (loss)

Net income (loss) attributable to Bristow Group Inc.

_____________________

Successor

Twelve Months
Ended
March 31, 2021

Five Months Ended
March 31, 2020

1,213,552 $

(100,436) $

(100,222) $

582,803

153,106

153,415

(1) As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred in August 2020. The Company had
recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from
the pro forma combined Net loss and Net loss attributable to Bristow Group Inc. for the fiscal year ended March 31, 2021 due to its nonrecurring
nature and has been included in pro forma combined Net loss and Net loss attributable to Bristow Group Inc. for the fiscal year ended March 31,
2021 due to its connection with the Merger.

(2) As noted above, the unaudited pro forma combined financial information is presented as if the Merger occurred on November 1, 2019. Thus the
comparative historical period ending March 31, 2020 only includes the successor period of Old Bristow’s emergence from its Chapter 11 Cases.

The amounts of revenue and earnings of Era included in the Company’s consolidated statements of operations from the

acquisition date of June 11, 2020 are as follows (in thousands):

Total revenues
Net loss

Note 3 — PROPERTY AND EQUIPMENT

Property and Equipment Acquisitions

Successor

June 11, 2020 -
March 31, 2021

$
$

148,145
(4,452)

The Company made capital expenditures as follows (in thousands, except number of aircraft):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Number of aircraft delivered:

Medium.................................................................................
SAR aircraft (1).......................................................................
Total aircraft..................................................................

—
—
—

—
2
2

1
—
1

Capital expenditures:

Aircraft and equipment.............................................................. $
Land and buildings.....................................................................
Total capital expenditures........................................................ $

14,173 $
671
14,844 $

35,767
348
36,115

38,386 $
3,188
41,574 $

35,315
5,587
40,902

___________________

(1)

U. K. SAR configured AW189s.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31,
2019

Number of aircraft sold or disposed of .....................................
Deposits on assets held for sale................................................. $
Proceeds from sale or disposal of assets.................................... $
Loss from sale or disposal of assets........................................... $

Number of aircraft impaired......................................................
Impairment charges on assets held for sale............................... $
Impairment charges on property and equipment(1).................... $
Contract termination costs(2)...................................................... $
Fresh-start accounting adjustment (3)......................................... $
___________________________

Successor
54
— $
67,882 $
(8,199) $

8
7,792 $

— $
— $
— $

5
4,500
13,845

$
$
(451) $

Predecessor
3
— $
5,314 $
(3,768) $

8
—
13,813
(4,995)

—
—

—
—
—

14
— $

42,022 $
— $
768,630 $

5
8,149

104,939

14,699
—

(1)

(2)

(3)

Includes $42.0 million impairment related to H225s for the seven months ended October 31, 2019 (Predecessor). Includes an $87.5 million
impairment related to H225s and a $17.5 million impairment related to Eastern Airways assets for fiscal year 2019 (Predecessor), included in loss on
impairment on the consolidated statements of operations.

Includes $11.7 million of progress payments and $2.3 million of capitalized interest for an aircraft purchase contract that was terminated in fiscal
year 2019 (Predecessor). Additionally, $0.5 million of progress payments and $0.2 million of capitalized interest for aircraft options were terminated
in fiscal year 2019 (Predecessor).

In connection with Old Bristow’s emergence from bankruptcy and the application of ASC 852, Old Bristow adjusted property and equipment by
$768.6 million to its respective fair value of $931.7 million at the Effective Date.

In connection with the sale of certain aircraft during the fiscal year ended March 31, 2021 (Successor), the Company
agreed to sell certain related equipment and inventory. As a result, the Company recognized a $12.4 million loss on impairment
to record those equipment and inventory items at the sales value.

During the fiscal year ended 2019 (Predecessor), Old Bristow performed a review of its H225 aircraft related inventory
and Eastern Airways inventory and recorded an impairment charge of $8.9 million $0.3 million, respectively, to record the
inventory at the lower of cost or net realizable value and as part of its impairment review of the airline assets of Eastern
Airways.

Property and Equipment Considerations

During the fiscal year ended March 31, 2021 (Successor), as a result of the impairment of our investment in Cougar
Helicopters Inc. (“Cougar) during the period, the Company identified an indicator of impairment for its Cougar asset group
requiring further impairment consideration. An undiscounted cash flow analysis demonstrated sufficient undiscounted cash
flows in excess of its carrying value. No impairment was required to be recognized to the asset group as of March 31, 2021
(Successor).

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 4 — REVENUES

Revenue Recognition

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

The Company determines revenue recognition by applying the following steps:

Identify the contract with a customer;

Identify the performance obligations in the contract;

3. Determine the transaction price;

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

5. Recognize revenues as the performance obligations are satisfied.

Helicopter services — The Company’s principal customers — international, independent and major integrated energy
companies and government agencies— charter its helicopters primarily to transport personnel to, from and between onshore
bases and offshore production platforms, drilling rigs and other installations. Revenue from helicopter services is recognized
when the performance obligation is satisfied over time based on contractual rates as the related services are performed. A
performance obligation arises under contracts with customers to render services. Operating revenue is derived mainly from
fixed-term contracts with the Company’s customers. A small portion of the Company’s oil and gas customer revenue is derived
from providing services on an “ad-hoc” basis. The Company’s fixed-term contracts typically have original terms of one year to
five years (subject to provisions permitting early termination by its customers). The Company accounts for services rendered
separately if they are distinct and the service is separately identifiable from other items provided to a customer and if a customer
can benefit from the services rendered on its own or with other resources that are readily available to the customer.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as,
the performance obligation is satisfied. Within this contract type for helicopter services, the Company determined that each
contract has a single distinct performance obligation. These contracts include a fixed monthly rate for a particular model of
aircraft plus an incremental charge based on flight hours flown, which represents the variable component of a typical contract
with a customer. Rates for these services vary depending on the type of services provided and can be based on a per flight hour,
per day, or per month basis. The variable component of a contract is not effective until a customer-initiated flight order is
received, and the actual hours flown are determined; variable consideration is recognized when the services are rendered
pursuant to the variable allocation exception.

Revenue is recognized as performance obligations are satisfied over time, by measuring progress towards satisfying the
contracted services in a manner that best depicts the transfer of services to the customer, which is generally represented by a
period of 30 days or less. The Company typically invoices customers on a monthly basis and the term between invoicing and
when the payment is due is typically between 30 and 60 days.

Cost reimbursements from customers are recorded as reimbursable revenue with the related reimbursed costs recorded as

reimbursable expense on the Company’s consolidated statements of operations.

Fixed wing services — Airnorth provides fixed wing transportation services through regular passenger transport
(scheduled airline service with individual ticket sales) and charter services. A performance obligation arises under contracts
with customers to render services. Within fixed wing services, the Company determined that each contract has a single distinct
performance obligation. Revenue is recognized over time at the earlier of the period in which the service is provided or the
period in which the right to travel expires, which is determined by the terms and conditions of the ticket. Ticket sales are
recorded within deferred revenue in accordance with the above policy. Both chartered and scheduled airline service revenue is
recognized net of passenger taxes and discounts.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Revenues from contracts with customers
Total other revenues

Total revenues(1)........................................................... $

$ 1,139,638
38,424
1,178,062 $

470,167
15,596
485,763

737,679
19,544
757,223 $

1,323,971
45,691
1,369,662

(1) Revenues from affiliates included in the table above were as follows (in thousands):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Revenues from contracts with customers
Total other revenues

Total revenues.............................................................. $

Successor
12,108 $
30,339
42,447 $

8,413
14,910
23,323

Predecessor

12,015 $
18,599
30,614 $

23,099
25,279
48,378

Revenues by Service Line. The table below sets forth the operating revenues earned by service line for the applicable

periods (in thousands):

Fiscal Year
Ended
March 31,
2021

Five Months
Ended
March 31,
2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Oil and gas:

Europe Caspian........................................................................... $

391,921 $

177,085

266,477 $

Americas.....................................................................................

Africa...........................................................................................

Asia Pacific.................................................................................

Total oil and gas........................................................................

UK SAR Services..........................................................................

Fixed Wing Services......................................................................

Other..............................................................................................

328,489

93,285

11,831

825,526

225,328

73,751

14,419

97,670

61,318

5,117

341,190

90,574

35,579

382

137,781

96,615

22,459

523,332

128,436

70,755

396

438,102

216,427

144,139

100,309

898,977

232,722

174,374

1,834

1,139,024 $

467,725

722,919 $

1,307,907

Contract Assets, Liabilities and Receivables

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

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of March 31, 2021 and March 31, 2020 (Successor), receivables related to services performed under contracts with
customers were $167.3 million and $148.3 million, respectively. During the fiscal year March 31, 2021 (Successor), the
Company recognized $3.5 million of revenues from outstanding contract liabilities. Contract liabilities related to services
performed under contracts with customers were $13.3 million and $4.9 million as of March 31, 2021 (Successor) and March 31,
2020 (Successor), respectively. During the five months ended March 31, 2020 (Successor), the Company recognized
$4.9 million of revenue from outstanding contract liabilities. During the seven months ended October 31, 2019 (Predecessor)
and fiscal year 2019 (Predecessor), the Company recognized $8.5 million and $12.4 million of revenue from outstanding
contract liabilities, respectively. Contract liabilities are generated by fixed wing services where customers pay for tickets in
advance of receiving the Company’s services and advanced payments from helicopter services customers. There were no
contract assets as of March 31, 2021 and March 31, 2020 (Successor).

Remaining Performance Obligations

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

Remaining Performance Obligations (Successor)

Fiscal Year Ending March 31,

2022

2023

2024

2025

2026 and
thereafter

Total

Helicopter contracts................................ $ 376,531 $ 225,667 $ 185,990 $ 159,086

130,296 $ 1,077,570

Fixed wing contracts...............................
Total remaining performance obligation

555

—

555

revenues.............................................. $ 377,086 $ 225,667 $ 185,990 $ 159,086

130,296 $ 1,078,125

Although substantially all of the Company’s revenues are derived under contract, due to the nature of the business, the
Company does not have significant remaining performance obligations as its contracts typically include unilateral termination
clauses that allow its customers to terminate existing contracts with a notice period of 30 to 365 days. The table above includes
performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties
have been excluded. As such, the Company’s actual remaining performance obligation revenues are expected to be greater than
what is reflected in the table above. In addition, the remaining performance obligation disclosure does not include expected
consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and
reliably estimated.

Note 5 — VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES.

A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional
subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE
is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most
significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from
the entity that could potentially be significant to the VIE. If the Company determines that it has operating power and the
obligation to absorb losses or receive benefits, it will consolidate the VIE as the primary beneficiary, and if not, the Company
does not consolidate.

As of March 31, 2021 (Successor), the Company had interests in six VIEs, BNAS Holdings Company Limited
(“BNAS”), Bristow Aviation Holdings Limited (“Bristow Aviation”), Impigra Aviation Holdings Limited (“Impigra”), Bristow
Helicopters (Nigeria) Limited (“BHNL”), Pan African Airlines (Nigeria) Limited (“PAAN”) and YII 5668 Energy (“YII
Energy”), of which the Company was the primary beneficiary, and had no interests in VIEs of which the Company was not the
primary beneficiary.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

BNAS — During the fiscal year ended 2021, the Company created a new legal entity in Ireland in order to address the
impact of Brexit on the Company’s ownership structure, BNAS Holdings Company Limited, with Bristow Helicopters Limited
(“BHL”) as a 49% shareholder and a European Union (“EU”) national as the 51% shareholder. BHL provided a loan to BNAS
Holdings Limited, which in turn acquired 100% of the share capital of Bristow Norway AS.

Bristow Aviation — The Company owns 49% of Bristow Aviation’s common stock and a significant amount of its
subordinated debt. Bristow Aviation is incorporated in England and, through its subsidiaries, holds all the outstanding shares in
BHL. As of March 31, 2021, the Company and Impigra owned 49% and 51%, respectively, of Bristow Aviation’s total
outstanding ordinary shares. Bristow Aviation and its subsidiaries are exposed to similar operational risks as the Company and
are therefore monitored and evaluated on a similar basis by management.

Changes in the balance for the noncontrolling interest associated with Bristow Aviation are as follows (in thousands):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended
March 31, 2019

Balance – beginning of fiscal year.................................. $
Payments to noncontrolling interest shareholders...........
Noncontrolling interest expense......................................
Currency translation........................................................
Balance – end of fiscal year............................................ $

Successor

1,291 $
—
44
147
1,482 $

1,332
—
21
(62)
1,291

Predecessor

1,253 $
(37)
31
85
1,332 $

1,358
(54)
55
(106)
1,253

The following tables show summarized financial information for Bristow Aviation reflected on the Company’s

consolidated statements of operations and balance sheets (in thousands):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Revenue............................................................................ $
Operating income (loss)................................................... $
Net income (loss).............................................................. $

890,147 $

413,885

663,047 $

1,221,344

262,724 $

(14,083) $

45,505 $

(41,148)

(69,119) $

(166,698) $

(193,867) $

(347,056)

Successor
March 31, 2021 March 31, 2020
Total assets..................................................................................................................................... $ 1,163,052 $ 1,030,096
Total liabilities................................................................................................................................ $ 4,021,334 $ 3,792,617

BHNL — The Company owns a joint venture, BHNL, that provides aviation services to customers in Nigeria, in which
BHL owns a 48% interest. YII Energy, a Nigerian company 100% owned by Nigerian citizens, owns a 50% interest and an
employee trust fund owns the remaining 2% interest.

PAAN — The Company owns a 50.17% interest in a joint venture in Nigeria with local partners.

Eastern Airways

On May 10, 2019 (Predecessor), Bristow Helicopters Limited (“Bristow Helicopters”), a subsidiary of Bristow Group,
completed the sale of all of the shares of Eastern Airways pursuant to a Sale and Purchase Agreement (the “EAIL Purchase
Agreement”). Pursuant to the EAIL Purchase Agreement and related agreements, Bristow Helicopters contributed
approximately £17.1 million to Eastern Airways as working capital and OIHL acquired Eastern Airways. Bristow Helicopters
retained its controlling ownership of the shares in Humberside International Airport Limited (“Humberside”) that it previously
held through Eastern Airways. As a result of the transaction, Bristow Helicopters maintains its controlling interest in
Humberside Airport, from which Bristow Helicopters provides U.K. SAR services. The loss on the sale of Eastern Airways for

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the seven months ended October 31, 2019 (Predecessor) was $46.9 million included the write-off of net assets of $35.0 million
and write-off of cumulative translation adjustment of $11.9 million. Certain intercompany balances between Bristow
Helicopters and Eastern Airways were also written off.

Aviashelf and Bristow Helicopters Leasing Limited

As of March 31, 2019 (Predecessor), Bristow Aviation Holdings Limited (“Bristow Aviation”) had an indirect 48.5%
interest in Aviashelf Aviation Co. (“Aviashelf”), a Russian helicopter company. Additionally, Old Bristow owned 60% of two
U.K. joint venture companies, BHLL and Sakhalin Bristow Air Services Ltd. These two U.K. companies lease aircraft to
Aviashelf, which held the client contracts for Old Bristow’s Russian operations. Aviashelf was consolidated based on the ability
of certain consolidated subsidiaries of Bristow Aviation to control the vote on a majority of the shares of Aviashelf, rights to
manage the day-to-day operations of the company, which were granted under a shareholders’ agreement, and Old Bristow’s
ability to acquire an additional 8.5% interest in Aviashelf under a put/call option agreement. In April 2019 (Predecessor), Old
Bristow sold its 60% ownership interest in BHLL for $1.4 million. In June 2019 (Predecessor), Old Bristow sold its 48.5%
ownership interest in Aviashelf for $2.6 million. In August 2019 (Predecessor), Old Bristow exercised its call option to acquire
an 8.5% interest in Aviashelf and subsequently sold that interest for $0.4 million. The loss on the sale of Aviashelf for the seven
months ended October 31, 2019 (Predecessor) was $9.0 million.

Other Significant Affiliates — Unconsolidated

Cougar — The Company owns a 25% voting interest and a 40% economic interest in Cougar, a major aviation services
provider in Canada. Cougar’s operations are primarily focused on serving the offshore oil and gas industry off Canada’s
Atlantic coast and in the Arctic.

During the fiscal year ended March 31, 2021 (Successor), upon evaluating its investment in Cougar, the Company
determined the investment to be other-than-temporarily impaired based on the change in facts and circumstances from the prior
reporting period, which included the loss of a significant customer contract and further deterioration of the future sentiment for
the Eastern Canadian oil and gas market. As a result, the Company performed a fair valuation of its investment in Cougar, and
based on a discounted cash flows model, concluded a fair value of $4.7 million. This compared to a carrying value of
$56.6 million, resulting in a $51.9 million loss on impairment from our investment in Cougar, recorded during the fiscal year
ended March 31, 2021 (Successor). In January 2021, the Company concluded that it was no longer probable that it would
collect substantially all consideration for lease agreements when due. As such the Company transitioned to the cash basis of
accounting for lease payments to be received from Cougar under the current aircraft and facilities leasing arrangements in place.
This resulted in the non-recognition of $8.6 million which otherwise would have been recorded on an accrual basis during the
fiscal quarter. The Company continues to recognize revenue associated with the Maintenance Services and Support Agreement
(the “MSSA”) on an accrual basis as it expects to receive full compensation for services under the MSSA agreement.

PAS — The Company has a 25% economic interest in Petroleum Air Services (“PAS”), an Egyptian corporation that
provides helicopter and fixed wing transportation to the offshore energy industry in Egypt. As of March 31, 2021 (Successor),
the investment in PAS was $33.0 million and is included on the consolidated balance sheets in investment in unconsolidated
affiliates. PAS is a cost method investment.

Líder — During the fiscal year March 31, 2021 (Successor), the Company recorded an $18.7 million non-cash
impairment charge to its investment in Líder Táxi Aéreo S.A. (“Líder”), a previously unconsolidated affiliate in Brazil, upon
evaluating its equity investment in the company. Old Bristow had previously recorded a $9.6 million impairment to its
investment in Líder during the five months ended March 31, 2020 (Successor) due to an expected decline in future business
opportunities in its market as a result of the decline in oil prices leading to an evaluation of the investment for other-than-
temporary impairment..

The Company initiated a partial dissolution process to exit its equity investment in Líder in July 2020. As a result of this

process, the Company was no longer a shareholder of Líder as of August 2020.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company continues to evaluate its unconsolidated affiliates for indicators of impairment in light of current market
conditions. Changes in market conditions or contractual relationships in future periods could result in the identification of
additional other-than-temporary impairment.

Note 6 — DEBT

Debt as of March 31 consisted of the following (in thousands):

March 31, 2021

March 31, 2020

(Successor)

6.875% Senior Notes.................................................................................................................... $
Lombard Debt...............................................................................................................................
Airnorth Debt................................................................................................................................
Humberside Debt..........................................................................................................................
PK Air Debt..................................................................................................................................
Macquarie Debt............................................................................................................................

Term Loan....................................................................................................................................
Total debt..............................................................................................................................
Less short-term borrowings and current maturities of long-term debt.................................
Total long-term debt............................................................................................................. $

391,550 $
146,006
5,631
306
—
—

—
543,493
(15,965)
527,528 $

—
136,180
7,618
335
207,326
148,165

61,500
561,124
(45,739)
515,385

The Company’s scheduled long-term maturities as of March 31, 2021 (Successor) (which excludes unamortized discount

of $21.6 million and unamortized deferred financing fees of $8.5 million) were as follows (in thousands):

2022
2023
2024
2025
2026
Thereafter

Total Due

15,972
16,051
141,512
58
—
400,000
573,593

Cash paid for interest expense during the fiscal year ended March 31, 2021, was $32.3 million.

6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its
6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The
6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the
6.875% Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year. The 6.875% Senior
Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set
forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the
redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to,
among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the
Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter
into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate,
merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event or specified asset
sale, the Company may be required to repurchase the outstanding balance of the 6.875% Senior Notes. As of March 31, 2021,
the Company had $8.5 million of unamortized debt issuance costs associated with the 6.875% Senior Notes.

The net proceeds from the offering, together with cash on hand, were used to repay approximately $484.7 million in
debt, with respect to the Company's secured equipment term loan with Macquarie Bank Limited (“Macquarie Debt”), and the
Company’s term loans with PK AirFinance S.à r.l.(“PK Air Debt”) and to redeem the Company’s outstanding senior unsecured
notes due December 15, 2022 (the “7.750% Senior Notes”). In connection with the above, the Company recognized a loss on
extinguishment of debt of $28.5 million related to the write-off of discount balances and early repayment fees. The issuance of

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the 6.875% Senior Notes and repayment of existing debt allows the Company to further strengthen its financial position by
simplifying its capital structure, reducing mandatory amortization requirements, significantly reducing operational friction costs
and extending the Company’s debt maturities.

PK Air Debt — On July 17, 2017, a subsidiariy of Old Bristow entered into the PK Air Debt credit agreement which
provided for commitments in an aggregate amount of up to $230 million to make up to 24 term loans, each of which was made
in respect of an aircraft pledged as collateral for all of the term loans. Each term loan bore interest at an interest rate equal to, at
the borrower’s option, a floating rate of one-month LIBOR plus a margin of 5% per annum, subject to certain costs of funds
adjustments, determined two business days before the borrowing date of each term loan, or a fixed rate based on a notional
interest rate swap of 12 30-day months in respect of such term loan with a floating rate of interest based on one-month LIBOR,
plus the Margin. During the fiscal year March 31, 2021 (Successor), the Company made principal and interest payments of
$19.2 million and $10.7 million, respectively. In February 2021, the Company made a $200.7 million payment to extinguish the
PK Air debt.

Macquarie Debt — On February 1, 2017, one of Old Bristow’s wholly-owned subsidiaries entered into the Macquarie

Credit Agreement for a $200 million five-year secured equipment term loan with Macquarie Bank Limited. Borrowings under
the financing bore interest at an interest rate equal to the Intercontinental Exchange Benchmark Administration’s (“ICE
Benchmark Administration”) Limited LIBOR, or its successor, plus 5.35% per annum. During the fiscal year March 31, 2021
(Successor), the Company made principal and interest payments of $7.2 million and $8.0 million, respectively. In February
2021, the Company made a $152.0 million payment to extinguish the Macquarie debt.

7.750% Senior Notes — On December 7, 2012, Era Group issued $200.0 million aggregate principal amount of its
7.750% senior unsecured notes due December 15, 2022 (the “7.750% Senior Notes”) and received net proceeds of $191.9
million. Interest on the 7.750% Senior Notes was payable semi-annually in arrears on June 15th and December 15th of each year.
The payment obligations under the 7.750% Senior Notes were fully and unconditionally guaranteed by certain of the
Company’s subsidiaries. The pre-Merger outstanding principal amount of Era’s 7.750% senior unsecured notes as of March 31,
2020 was $144.0 million. In June 2020, in connection with and upon completion of the Merger, Era’s long-term debt less its
current maturities were fair valued and a value of $136.8 million was assigned to the 7.750% Senior Notes.

During the fiscal year March 31, 2021 (Successor), the Company fully redeemed $144.1 million of the 7.750% Senior

Notes and made $7.6 million in interest payments.

Lombard Debt — On November 11, 2016, certain of Old Bristow’s subsidiaries entered into two, seven-year British

pound sterling funded secured equipment term loans for an aggregate $200 million U.S. dollar equivalent with Lombard North
Central Plc, a part of the Royal Bank of Scotland (the “Lombard Debt”). Borrowings under the financings bear interest at an
interest rate equal to the ICE Benchmark Administration’s Limited LIBOR, or its successor, plus 2.25% per annum. The
financing which funded in December 2016 matures in December 2023 and the financing which funded in January 2017 matures
in January 2024. During the fiscal year March 31, 2021 (Successor), the Company made principal and interest payments of
$12.8 million and $4.1 million, respectively.

Promissory Notes — In 2010, Era entered into two promissory notes to purchase a heavy and medium helicopter,
respectively. In December 2015, upon maturity of the notes, the then outstanding balances of $19.0 million and $5.9 million
were refinanced, with terms due in December 2020. Final payments of $12.7 million and $4.0 million, respectively, inclusive of
interest, were made in December 2020 upon maturity of both promissory notes.

Term Loan Agreement — In connection with the closing of the Merger on June 11, 2020, the Company fully repaid the

Term Loan by making $61.5 million in principal payments and $0.6 million in prepayment premiums.

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ABL Facility — On April 17, 2018, two of Old Bristow’s subsidiaries entered into an asset-backed revolving credit
facility (the “ABL Facility”). The ABL Facility matures in April 2023, subject to certain early maturity triggers related to
maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are secured
by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such
accounts receivable are deposited.

On August 18, 2020, the Company entered into a Deed of Amendment and Restatement, Accession, Transfer,
Resignation and Confirmation Agreement (the “ABL Amendment”) relating to the ABL Facility (as amended by the ABL
Amendment, the “Amended ABL”), by and among the Company, Old Bristow, Bristow Norway AS, Bristow Helicopters
Limited and Bristow U.S. LLC, as borrowers and guarantors, the financial institutions from time to time party thereto as lenders
and Barclays Bank PLC, in its capacity as agent and security trustee. The ABL Amendment amended the ABL Facility to,
among other things, (i) make available to the borrowers an additional “last in, last out” tranche of revolving loan commitments
available to the borrowers under the Amended ABL in an aggregate amount not to exceed $5.0 million, (ii) replace Old Bristow
with the Company as the parent guarantor under the Amended ABL and (iii) permit the accession at a later date of certain
domestic subsidiaries of the Company as borrowers under the Amended ABL and the addition of certain of their receivables to
the borrowing base and the collateral for the Amended ABL. The interest rates applicable to loans made under the “last in, last
out” tranche of revolving commitments under the Amended ABL are equal to either: (a) the ABR (as defined in the Amended
ABL) plus 2.50% per annum or (b) LIBOR or NIBOR (each as defined in the Amended ABL) plus 3.50% per annum.
Swingline loans made under the “last in, last out” tranche of revolving commitments under the Amended ABL bear interest at
the ABR (as defined in the Amended ABL) plus 2.50% per annum. As a result of the ABL Amendment, the Amended ABL
provides for commitments in an aggregate amount of $80.0 million. The Company retains the ability under the Amended ABL
to increase the total commitments up to a maximum aggregate amount of $115.0 million, subject to the terms and conditions
therein.

As of March 31, 2021 (Successor), there were no outstanding borrowings under the Amended ABL nor had the
Company made any draws during the year ended March 31, 2021 (Successor). Letters of credit issued under the Amended ABL
in the aggregate face amount of $19.4 million were outstanding on March 31, 2021 (Successor).

LIBOR Transition — In 2020, a number of regulators in conjunction with the FASB and the U.S. Federal Reserve
announced their intention to suspend and replace the use of LIBOR by the beginning of calendar year 2022. The effects of this
transition from LIBOR to an alternative reference rate may impact the Company’s current indebtedness that is tied to LIBOR,
in addition to the potential overall financial market disruption as a result of this phase-out. The Company is currently evaluating
the potential effects of this announcement on its underlying debt, but it does not expect the impact to be material.

Note 7 — FAIR VALUE DISCLOSURES

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

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Assets and liabilities subject to fair value measurement are categorized into one of three different levels depending on the

observability of the inputs employed in the measurement, as follows:

•

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

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

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

Old Bristow Preferred Stock Embedded Derivative

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

Changes in the fair value of the New Preferred Stock derivative liability, carried at fair value, are reported as change in
fair value of the Preferred Stock derivative liability in the consolidated statements of operations. For the fiscal year March 31,
2021 (Successor), Old Bristow recognized non-cash gain of approximately $15.4 million due to an increase in the Preferred
Stock derivative liability related to the embedded derivative in the New Preferred Stock.

The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements

for the fiscal year March 31, 2021 (Successor):

Derivative financial instruments:
March 31, 2020............................................................................................................................................. $
Change in fair value....................................................................................................................................
Preferred stock shares conversion..............................................................................................................
Share repurchases.......................................................................................................................................
March 31, 2021............................................................................................................................................. $

Significant Unobservable
Inputs (Level 3)

(in thousands)

286,182
(15,416)
(266,846)
(3,920)
—

The Old Bristow Preferred stock embedded derivative considered settlement scenarios which are further defined in Note
12 to the consolidated financial statements. A number of the settlement scenarios required a settlement premium. The specified
premium depended on the timing of the liquidity event, ranging from a minimum of (a) 17% Internal Rate of Return (the
“IRR”) (b) 2.1x Multiple of Invested Capital (the “MOIC”) and (c) 14% Internal Rate of Return (the “IRR”) if the liquidity
event is prior to 3 years, to (y) a 2.1x MOIC and (z) 17% IRR if the liquidity event is in 5 years or more. The fair value for the
embedded derivative was determined using a “with” and “without” approach, first determining the fair value of the Old Bristow
Preferred Stock (inclusive of all bifurcated features) with the features and comparing it with the fair value of an instrument with
identical terms to the Old Bristow Preferred Stock without any of the bifurcated features (i.e., the preferred stock host).

The fair value of the Old Bristow Preferred Stock was estimated using an option pricing method (“OPM”) allocating the
total equity value to the various classes of equity. As of June 11, 2020 (Successor), Old Bristow assumed an expected term of 6
years, a risk-free rate of 0.38% and volatility of 85%. Without the redemption or conversion features, the holders of the Old

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Bristow Preferred Stock would have had right to perpetual preferred with 10% paid-in-kind (“PIK”) dividends, or the right to
any upside value from conversion into common stock if the value exceeded the minimum return provided for under the COD
(as defined herein). The value of converting to common stock on the upside would be measured as the residual upon a liquidity
event. Therefore, the fair value of the host was estimated as the value of the upside conversion into common shares, which was
also estimated using the OPM. The valuation as of June 11, 2020 resulted in a decline in fair value of the Old Bristow Preferred
Stock embedded derivative of $15.4 million from March 31, 2020 (Successor).

On June 11, 2020, immediately before the Merger was executed, Old Bristow exercised its call right (the “Call Right’)
pursuant to section 8 of the Certificate of Designation of the Old Bristow Preferred Stock (“COD”). This provision entitled Old
Bristow to repurchase the shares upon a Fundamental Transaction (which included a merger or consolidation) for a repurchase
price equal to (i) the Liquidation Preference plus (ii) the present value of the dividends that would have accrued from the call
date to the 5th anniversary of the issuance date (had the Call Right not been exercised) multiplied by the Make-Whole
Redemption Percentage (equal to 102% because the Call Right was exercised before the 3rd anniversary of the issuance date).
Upon exercise of the Call Right, Old Bristow issued 5.17962 shares of Old Bristow Common Stock to the remaining holders of
the Preferred Stock for each share of Preferred Stock held.

The carrying values of the Old Bristow Preferred Stock were derecognized, including the Old Bristow Preferred Stock
embedded derivative, and Old Bristow recognized the Old Bristow Common Stock issued to the holders of the Old Bristow
Preferred Stock at its fair value. The difference between (a) the carrying value of the Old Bristow Preferred Stock embedded
derivative plus the carrying value of the Old Bristow Preferred Stock host and (b) the fair value of the Old Bristow Common
Stock paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings because the fair value of
the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock host and
embedded derivative. In addition, immediately prior to the Merger, Old Bristow repurchased 98,784 shares of the Old Bristow
Preferred Stock and 142,721 shares of Old Bristow Common Stock. The repurchase of the Old Bristow Preferred Stock was
accounted for in the same manner as the share-settled redemption described above in connection with the Merger.

Fair Value of Debt

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

March 31, 2021

March 31, 2020

LIABILITIES
6.875% Senior Notes(1)
Lombard Debt
Airnorth Debt
Humberside Debt

LIABILITIES
PK Air Debt
Macquarie Debt
Lombard Debt
Term Loan
Airnorth Debt
Humberside Debt

_________________

Successor

Carrying
Amount

Level 1

Level 2

Level 3

391,550 $
146,006
5,631
306
543,493 $

207,326 $
148,165
136,180
61,500
7,618
335
561,124 $

— $
—
—
—
— $

398,870 $
155,270
5,656
306
560,102 $

— $
—
—
—
—
—
— $

180,290 $
138,133
122,165
56,894
7,221
335
505,038 $

—
—
—
—
—

—
—
—
—
—
—
—

(1)

The carrying value is net of unamortized debt issuance costs of $8.5 million.

The carrying value is net of unamortized discount as follows (in thousands):

Lombard Debt........................................................................................................................ $
Airnorth Debt.........................................................................................................................

PK Air Debt............................................................................................................................

Macquarie Debt......................................................................................................................

21,495 $

154

—

Total unamortized debt discount

21,649 $

26,372

605

12,620

11,063

50,660

Successor

March 31, 2021

March 31, 2020

Note 8 — COMMITMENTS AND CONTINGENCIES

Fleet — The Company’s unfunded capital commitments as of March 31, 2021 (Successor) consisted primarily of
agreements to purchase helicopters and totaled $85.3 million, payable in fiscal year 2022. The Company also had $1.3 million
of deposits paid on options not yet exercised. All of the Company’s capital commitments (inclusive of deposits paid on options
not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately $2.1
million.

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

Other Purchase Obligations — As of March 31, 2021 (Successor), the Company had $21.2 million of other purchase

obligations representing non-cancelable PBH maintenance commitments and unfilled purchase orders for aircraft parts.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

General Litigation and Disputes

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

In the normal course of business, the Company is involved in various litigation matters including, among other things,
claims by third parties for alleged property damages and personal injuries. 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. It is possible that a change in its estimates related to these exposures could occur, but the Company does not
expect such changes in estimated costs or uninsured losses, if any, would have a material effect on its business, consolidated
financial position or results of operations.

Note 9 — LEASES

The Company leases aircraft, land, hangars, buildings, fuel tanks and tower sites under operating lease agreements. The
Company determines if an arrangement is a lease at inception. The Company’s leases are recorded in right-of-use (“ROU”)
assets, accounts payable and operating lease liabilities in its consolidated balance sheets. The lease expense on those contracts
with initial terms of twelve months or less are recognized on a straight-line basis over the lease term and are not recorded on the
balance sheet.

ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the
Company’s obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are
recognized at the commencement date of a lease based on the present value of lease payments over the lease term. The
Company uses its incremental borrowing rate based on the information available at the lease commencement date in
determining the present value of lease payments. The Company’s lease terms may include options to renew, extend or terminate
the lease. The lease term includes options to extend when the Company is reasonably certain to exercise the option. The
Company is not, however, reasonably certain that it will exercise any option(s) to extend at commencement of a lease, as each
extension would be based on the relevant facts and circumstances at the time of the decision to exercise or not exercise an
extension option, and as such, has not been included in the remaining lease terms. The Company will evaluate the impact of
lease extensions, if and when the exercise of an extension option is probable.

The majority of the bases from which the Company operates are leased, with current remaining terms between one and
fifty-eight years. The Company has non-cancelable operating leases in connection with the lease of certain equipment,
including leases for aircraft, and land and facilities used in its 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
Company generally pays all insurance, taxes and maintenance expenses associated with these leases, and these costs are not
included in the lease liability and are recognized in the period in which they are incurred.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of March 31, 2021 (Successor), aggregate future payments under all non-cancelable operating leases that have initial

or remaining terms in excess of one year, including leases for 44 aircraft, are as follows (in thousands):

Fiscal year ending March 31,

2022........................................................................................................................ $
2023........................................................................................................................
2024........................................................................................................................
2025........................................................................................................................
2026........................................................................................................................
Thereafter...............................................................................................................

Aircraft

Other

Total

77,354 $
57,646
45,362
28,370
2,170
—
210,902 $

12,730 $
10,775
9,948
7,627
6,644
21,055
68,779 $

90,084
68,421
55,310
35,997
8,814
21,055
279,681

As of March 31, 2020 (Successor), aggregate future payments under all non-cancelable operating leases that have initial

terms in excess of one year, including leases for 46 aircraft, are as follows (in thousands):

Fiscal year ending March 31,

2021................................................................................................................. $
2022.................................................................................................................
2023.................................................................................................................
2024.................................................................................................................
2025.................................................................................................................
Thereafter.........................................................................................................

Aircraft

Other

Total

89,736 $
77,229
58,583
46,005
28,370
2,170
302,093 $

7,680 $
6,435 $
6,468 $
6,086 $
5,005 $
16,382 $
48,056 $

97,416
83,664
65,051
52,091
33,375
18,552
350,149

Operating leases as of March 31, 2021 (Successor) and March 31, 2020 (Successor) were as follow (in thousands, except

years and percentages):

Operating lease right-of-use assets...................................................................................................... $

March 31, 2021 March 31, 2020
305,962

246,667 $

Current portion of operating lease liabilities.......................................................................................
Operating lease liabilities....................................................................................................................
Total operating lease liabilities............................................................................................................ $

77,909
167,718
245,627 $

81,484
224,595
306,079

Cash paid for operating leases.........................................................................
ROU assets obtained in exchange for lease obligations..................................
Weighted average remaining lease term..........................................................
Weighted average discount rate.......................................................................

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Successor

$
$

112,590
21,923

$
$

48,967
338,257

Seven Months
Ended
October 31, 2019

Predecessor
95,601
256,242

$
$

4 years
6.23 %

4 years
6.27 %

5 years
7.14 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The aircraft leases range from base terms of up to 180 months with renewal options of up to 60 months in some cases,
include purchase options upon expiration and some include early purchase options. The leases contain terms customary in
transactions of this type, including provisions that allow the lessor to repossess the aircraft and require the Company to pay a
stipulated amount if the Company defaults on its obligations under the agreements. The following is a summary of the terms
related to aircraft leased under operating leases with original or remaining terms in excess of one year as of March 31, 2021
(Successor):

End of Lease Term
Fiscal year 2022 to fiscal year 2023................................................................................................................................
Fiscal year 2024 to fiscal year 2025................................................................................................................................
Fiscal year 2026 to fiscal year 2027................................................................................................................................

Number of
Aircraft

15
19
10
44

The Company leases six S-92 model aircraft and one AW139 model aircraft from VIH Aviation Group Ltd., which is a
related party due to common ownership of Cougar and paid lease fees of $12.9 million, $5.5 million, $8.6 million and $16.1
million during the fiscal year 2021 (Successor), five months ended March 31, 2020 (Successor), seven months ended October
31, 2019 (Predecessor) and fiscal year 2019 (Predecessor), respectively. The Company leases a facility in Galliano, Louisiana
from VIH Helicopters USA, Inc., another related party due to common ownership of Cougar, and paid lease fees of
$0.2 million, $0.1 million, $0.1 million and $0.2 million during the fiscal year 2021, five months ended March 31, 2020
(Successor), seven months ended October 31, 2019 (Predecessor) and fiscal year 2019 (Predecessor), respectively. As of March
31, 2021 and 2020, $2.6 million and $14.6 million, respectively, of accounts receivables from related party affiliates were
included in accounts receivables on the consolidated balance sheet.

During the fiscal year 2021, the Company entered into sales-type leases for five S76C++ medium helicopters. The leases
commenced on January 15, 2021 and were classified as sales-type based on the purchase options which the Company believes
are reasonably certain of exercise. As a result, a net investment in lease of $3.7 million, calculated as present value of lease
payments and purchase option value, was recognized on the balance sheet. The difference between the net book value of the
aircraft and the net investment in lease was recognized as a loss on disposal of $6.4 million. The receivables of $3.7 million
represent the net investment in lease recognized expected to be be received over the next fiscal year.

In April and May 2019 (Predecessor), the Company returned its remaining four H225 leased aircraft and

paid $4.3 million in lease return costs.

In June 2019 (Predecessor), the Company rejected ten aircraft leases, including nine S-76C+s and one S-76D, and
recorded $26.0 million of lease termination costs, net. In September 2019 (Predecessor), the Company recorded an additional
$4.2 million of lease termination costs to adjust its liabilities subject to compromise to the allowed claim. Also, in connection
with these ten aircraft lease returns, the Company reduced its ROU assets by $18.6 million and operating lease liabilities by
$20.2 million in the Predecessor period. On October 31, 2019 (Predecessor), as part of the Plan, the Company settled and paid
these liabilities in full for $3.9 million.

In September 2019 (Predecessor), the Company rejected the lease for its corporate headquarters in Houston, Texas. As of
September 30, 2019 (Predecessor), the Company recorded an allowed claim of $5.3 million, which was settled and paid in full
for $0.6 million on October 31, 2019 (Predecessor), as part of the Plan. Also, in connection with the corporate lease rejection,
as of September 30, 2019 (Predecessor), the Company reduced its ROU assets by $13.2 million and operating lease liabilities
by $18.9 million.

In connection with the adoption of fresh-start accounting, the Company made the accounting policy election in
accordance with ASC 805 to not recognize lease assets or liabilities upon emergence for any leases that have a remaining lease
term of 12 months or less as of the Effective Date. Any ROU asset or lease liability that meets the criteria was written off by
offsetting each other with any resulting gain or loss recognized as a fresh-start adjustment on the Predecessor’s consolidated
statements of operations. Any future lease expenses will be expensed on a straight-line basis over the lease term or for variable
lease payments in the period in which the obligation for those payments is incurred. Further, the ROU asset was reduced on a

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

net basis by $2.6 million for changes in fair value related to favorable or unfavorable lease terms with the offset recorded as
reorganization expense, net in the Predecessor’s consolidated statement of operations.

Rent expense incurred is as follows (in thousands):

Rent expense under all operating leases............................

Rent expense under operating leases for aircraft...............

Note 10 — TAXES

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended
March 31, 2019

Successor

120,309 $

97,919 $

Predecessor

50,061

43,044

101,543 $

88,599 $

192,316

168,299

The components of deferred tax assets and liabilities are as follows (in thousands):

Deferred tax assets:

Foreign tax credits..................................................................................................... $
State net operating losses..........................................................................................
Net operating losses..................................................................................................
Accrued pension liability..........................................................................................
Accrued equity compensation...................................................................................
Interest expense limitation........................................................................................
Deferred revenue.......................................................................................................
Employee award programs........................................................................................
Employee payroll accruals........................................................................................
Inventories.................................................................................................................
Capitalized start-up costs..........................................................................................
Accrued expenses not currently deductible..............................................................
Lease liabilities.........................................................................................................
Other.........................................................................................................................
Valuation allowance - foreign tax credits.................................................................
Valuation allowance - state.......................................................................................
Valuation allowance - interest expense limitation....................................................
Valuation allowance..................................................................................................

Total deferred tax assets.................................................................................... $

Deferred tax liabilities:

Property and equipment............................................................................................ $
Inventories.................................................................................................................
Investment in foreign subsidiaries and unconsolidated affiliates.............................
ROU asset.................................................................................................................
Intangibles.................................................................................................................
Other.........................................................................................................................

Total deferred tax liabilities............................................................................... $
Net deferred tax liabilities................................................................................................ $

March 31, 2021

March 31, 2020

33,576
41,929
122,376
8,408
2,913
37,546
375
586
2,470
—
6,025
10,354
67,312
6,599
(33,576)
(39,276)
(11,288)
(91,764)
164,565

(87,252) $
(4,160)
(21,071)
(67,439)
(20,363)
(6,710)
(206,995) $
(42,430) $

39,554
9,140
68,919
2,869
440
33,567
375
86
1,656
6,853
5,561
9,000
22,369
3,431
(39,554)
(9,140)
(11,603)
(58,264)
85,259

(38,299)
(987)
(23,112)
(21,552)
(18,539)
(5,545)
(108,034)
(22,775)

Companies may use foreign tax credits to offset the U.S. income taxes due on income earned from foreign sources.
However, the credit that may be claimed for a particular taxable year is limited by the total income tax on the U.S. income tax
return as well as by the ratio of foreign source net income in each statutory category to total net income. The amount of
creditable foreign taxes available for the taxable year that exceeds the limitation (i.e., “excess foreign tax credits”) may be
carried back one year and forward ten years. The Company had $33.6 million of excess foreign tax credits as of March 31, 2021
(Successor), of which, $4.0 million will expire in fiscal year 2022, $0.2 million will expire in fiscal year 2023, $15.6 million
will expire in fiscal year 2024, $13.2 million will expire in fiscal year 2025 and $0.6 million will expire in fiscal year 2030. As

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of March 31, 2021 (Successor), the Company had $61.7 million of net operating losses in the U.S., of which $0.5 million will
expire in fiscal year 2038 and the balance carried forward indefinitely. In addition, the Company has net operating losses in
certain states totaling $540.6 million which will begin to expire in fiscal year 2022.

Certain limitations on the deductibility of interest expense pursuant to the Tax Cuts and Jobs Act (the “Act”) became
effective on April 1, 2018. As of March 31, 2021 (Successor) the Company had $178.8 million gross disallowed U.S. interest
expense carryforward. As March 31, 2020 (Predecessor) Old Bristow had $146.7 million gross disallowed U.S. interest expense
carryforward. The disallowed interest expense can be carried forward indefinitely. As of March 31, 2021 (Successor), a
valuation allowance had been recorded for a portion of the deferred tax asset related to interest expense limitations.

The realization of deferred income tax assets is dependent upon the generation of sufficient taxable income during future
periods in which the temporary differences are expected to reverse. The valuation allowance is reviewed on a quarterly basis
and if the assessment of the “more likely than not” criteria changes, the valuation allowance is adjusted accordingly. The
valuation allowance continues to be applied against certain deferred income tax assets where the Company has assessed that the
realization of such assets does not meet the “more likely than not” criteria. As of March 31, 2021 (Successor), valuation
allowances were $91.7 million for foreign operating loss carryforwards, $39.3 million for state operating loss carryforwards,
$11.3 million for interest expense limitation carryforwards and $33.6 million for foreign tax credits.

The following table is a rollforward of the valuation allowance against the Company’s deferred tax assets (in thousands):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended
March 31, 2019

Balance – beginning of fiscal year....................................... $
Adjustment due to Merger...................................................
Additional allowances..........................................................
Reversals and other changes................................................
Balance – end of fiscal year................................................. $

Successor

(118,561) $
(52,553)
(14,360)
9,571
(175,903) $

Predecessor

(124,700) $
—
(19,434)
25,573

(118,561) $

(128,214) $

—
(5,381)
8,895
(124,700) $

(71,987)
—
(59,493)
3,266
(128,214)

The components of loss before benefit (provision) for income taxes are as follows (in thousands):

Domestic.............................................................................. $
Foreign.................................................................................
Total..................................................................................... $

Successor

(14,314) $
(42,326)
(56,640) $

Predecessor

163,866
(24,308)
139,558

(568,781) $
(318,603)
(887,384) $

(263,377)
(72,922)
(336,299)

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended
March 31, 2019

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The provision (benefit) for income taxes consisted of the following (in thousands):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Current:

Domestic....................................................................... $
Foreign..........................................................................

Deferred:

Domestic....................................................................... $
Foreign..........................................................................

$
Total..................................................................................... $

719 $

14,387
15,106 $

(11,894) $
(3,567)
(15,461) $
(355) $

(1,542) $
6,572
5,030

(5,072) $
524
(4,548) $
$
482

2,516 $
9,178
11,694 $

1,337
15,313
16,650

(49,634) $
(13,238)
(62,872) $
(51,178) $

(16,523)
(288)
(16,811)
(161)

The reconciliation of the U.S. Federal statutory tax rate to the effective income tax rate for the (provision) benefit for

income taxes is shown below:

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Statutory rate........................................................................
Effect of U.S. tax reform......................................................
Net foreign tax on non-U.S. earnings...................................
Benefit of foreign tax deduction in the U.S.........................
Foreign earnings indefinitely reinvested abroad..................
Change in valuation allowance............................................
Foreign earnings that are currently taxed in the U.S............
Bargain purchase gain..........................................................
Sales of subsidiaries.............................................................

Effect of change in foreign statutory corporate income tax
rates...................................................................................
Preferred stock embedded derivative...................................
Contingent beneficial conversion feature.............................
Impairment of foreign investments......................................
Fresh start accounting and reorganization............................
Professional fees to be capitalized for tax............................
Changes in tax reserves........................................................
Impact of U.S. withholding tax............................................
Nondeductible employee separation payments....................
Other, net..............................................................................
Effective tax rate...........................................................

21.0 %
— %
(25.2) %
2.3 %
5.8 %
— %
(5.6) %
30.1 %

— %

1.7 %
5.7 %
— %
(26.2) %
— %
(2.9) %
— %
(1.3) %
(1.0) %
(3.8) %
0.6 %

21.0 %
— %
(4.2) %
(0.2) %
2.2 %
(0.4) %
0.8 %
— %

— %

— %
(27.7) %
— %
1.4 %
6.7 %
1.3 %
0.1 %
(0.3) %
— %
(0.4) %
0.3 %

21.0 %
— %
(0.7) %
— %
(5.9) %
(0.6) %
— %
— %

(1.1) %

— %
— %
(1.0) %
(0.6) %
(3.6) %
(1.3) %
— %
(0.1) %
— %
(0.3) %
5.8 %

21.0 %
(3.5) %
(0.3) %
— %
(4.4) %
(15.2) %
(0.7) %
— %

— %

0.4 %
— %
— %
— %
— %
— %
0.7 %
(0.4) %
— %
2.4 %
— %

During the fiscal year March 31, 2021 (Successor), the Company’s effective tax rate was 0.6%. The Company’s effective
income tax rate for the fiscal year March 31, 2021 (Successor) fluctuated primarily due to the Company’s impairment of foreign
investments that do not generate an income tax benefit; adjustment to valuation allowances against future realization of
deductible business interest expense and nondeductible professional fees related to the Merger. During the fiscal year March 31,
2021 (Successor), the Company’s benefit for income taxes was $0.4 million.

For the Predecessor periods Old Bristow prepared the provision for income taxes using a discrete effective tax rate
method due to small changes in estimated annual pre-tax income or loss potentially resulting in significant changes in the
estimated annual effective tax rate. For the five months ended March 31, 2020 (Successor), Old Bristow estimated the post-

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

emergence annual effective tax rate from continuing operations and applied this rate to the two-month post-emergence losses
from continuing operations. In addition, Old Bristow separately calculated the tax impact of unusual or infrequent items. The
tax impacts of such unusual or infrequent items were treated discretely in the quarter in which they occurred.

During the five months ended March 31, 2020 (Successor), and seven months ended October 31, 2019 (Predecessor) and
fiscal year ended March 31, 2019 (Predecessor), Old Bristow’s effective tax rates were 0.3%, 5.8% and zero percent,
respectively.

The Company’s operations are subject to the jurisdiction of multiple tax authorities, which impose various types of taxes
on the Company, including income, value added, sales and payroll taxes. Determination of taxes owed in any jurisdiction
requires the interpretation of related tax laws, regulations, judicial decisions and administrative interpretations of the local tax
authority. As a result, the Company is subject to tax assessments in such jurisdictions including the re-determination of taxable
amounts by tax authorities that may not agree with its interpretations and positions taken. The following table summarizes the
years open by jurisdiction as of March 31, 2021 (Successor):

U.S..........................................................................................................................................................
U.K..........................................................................................................................................................
Guyana....................................................................................................................................................
Nigeria.....................................................................................................................................................
Trinidad...................................................................................................................................................
Australia..................................................................................................................................................
Norway....................................................................................................................................................
Suriname.................................................................................................................................................
Brazil.......................................................................................................................................................

Years Open
2017 to present
2020 to present
2013 to present
2013 to present
2010 to present
2017 to present
2017 to present
2015 to present
2017 to present

The effects of a tax position are recognized in the period in which the Company determines that it is more-likely-than-not
(defined as a more than 50% likelihood) that a tax position will be sustained upon examination, including resolution of any
related appeals or litigation processes, based on the technical merits of the position. A tax position that meets the more-likely-
than-not recognition threshold is measured as the largest amount of tax benefit that is greater than 50% likely of being
recognized upon ultimate settlement.

The Company has analyzed filing positions in the federal, state and foreign jurisdictions where it is required to file
income tax returns for all open tax years and accrue interest and penalties associated with uncertain tax positions in its provision
for income taxes. During the fiscal year ended March 31, 2021(Successor), the Company had a net (benefit) provision of
$0.2 million of reserves for tax contingencies primarily related to non-U.S. income tax on foreign leasing operations. During the
five months ended March 31, 2020 (Successor) and the seven months ended October 31, 2019 (Predecessor),Old Bristow had a
net (benefit) provision of $(0.2) million, $(2.3) million and zero dollars, respectively, of reserves for tax contingencies primarily
related to non-U.S. income tax on foreign leasing operations. The Company does not believe that settlement of any tax
contingencies would have a significant impact on its consolidated financial position, results of operations or liquidity

As of March 31, 2021 (Successor), the Company had $4.3 million of unrecognized tax benefits, all of which would have
an impact on its effective tax rate, if recognized. As of March 31, 2020 (Predecessor), Old Bristow had $4.3 million, of
unrecognized tax benefits, all of which would have an impact on its effective tax rate, if recognized.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The activity associated with unrecognized tax benefit is as follows (in thousands):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31, 2019

Fiscal Year
Ended
March 31, 2019

Unrecognized tax benefits – beginning of period................ $
Increases for tax positions taken in prior periods.................
Decreases for tax positions taken in prior periods...............
Decrease related to statute of limitation expirations............

Unrecognized tax benefits – end of period...................... $

Successor

4,252 $
30
—
(24)
4,258 $

4,060
213
(21)
—
4,252

Predecessor

4,337 $
170
(442)
(5)
4,060 $

6,682
100
(2,445)
—
4,337

As of March 31, 2021 (Successor), the Company had aggregated approximately $102.4 million in unremitted earnings
generated by foreign subsidiaries. The Company expects to indefinitely reinvest these earnings. The Company has not provided
deferred taxes on these unremitted earnings. If the Company’s expectations were to change, withholding and other applicable
taxes incurred upon repatriation, if any, are not expected to have a material impact on its results of operations.

Income taxes paid were $15.1 million, $7.6 million, $9.5 million, and $19.4 million during the fiscal year ended March
31 2021 (Successor), five months ended March 31, 2020 (Successor), the seven months ended October 31, 2019 (Predecessor)
and fiscal year ended March 31 2019 (Predecessor), respectively.

Note 11 — SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS

Key Employee Incentive Plans

In connection with the Chapter 11 Cases, the Compensation Committee of Old Bristow’s Board adopted an Executive
Key Employee Incentive Plan (the “Executive KEIP”) and a Non-Executive Key Employee Incentive Plan (“Non-Executive
KEIP”), each approved by the Bankruptcy Court on August 22, 2019. The Executive KEIP was designed to incentivize Old
Bristow’s senior executives by providing a total potential cash award pool of approximately $3.1 million at threshold,
$6.1 million at target and up to $12.3 million for exceeding target, and was contingent upon achievement of certain financial
targets and safety metrics, and the timing of confirmation of the Plan by the Bankruptcy Court. The Non-Executive KEIP was
designed to enhance retention of up to 183 other non-insider employees and provided a total potential cash award pool of
approximately $7.7 million at threshold, $10.3 million at target and up to $15.4 million for exceeding target, with 50 percent of
the payment contingent upon achievement of certain financial targets and safety metrics, and 50 percent of the payment being
based on continued employment with Old Bristow. The payments for the Executive KEIP were made on a quarterly basis with
the first payment made in October 2019. The payments for the Non-Executive KEIP were made quarterly with the first payment
made in October 2019. In addition to the key employee incentive plans approved by the Bankruptcy Court, Old Bristow made
retention payments in April and October 2019 (Predecessor) totaling $3.2 million to non-executives and retention payments in
April 2019 (Predecessor) totaling $3.1 million to executives. Old Bristow made payments for the management incentive plan of
$3.5 million in May 2019 (Predecessor) for the first quarter of fiscal year 2020, $9.2 million in October 2019 (Predecessor) for
the second quarter of fiscal year and $6.7 million in January 2020 (Successor) for the third quarter of fiscal year 2020 and
$8.4 million for the fourth quarter of fiscal year 2020 (Successor) in June 2020.

Management Incentive Plan

On the Effective Date, the Compensation Committee of Old Bristow’s Board adopted the 2019 Management Incentive
Plan (the “MIP”). At the time of its adoption, the MIP served as an equity-based compensation plan for directors, officers and
participating employees and other service providers of Old Bristow and its affiliates, pursuant to which Old Bristow was
permitted to issue awards covering shares of the Old Bristow Common Stock and Old Bristow Preferred Stock. During the five
months ended March 31, 2020 (Successor), Old Bristow awarded 188,210 shares of restricted Old Bristow Preferred Stock,
312,606 shares of restricted Old Bristow Common Stock, 113,081 Old Bristow Preferred Stock options and 265,049 Old
Bristow Common Stock options. Upon the closing of the Merger, these awards converted into 656,617 shares of restricted
Combined Company Common Stock and 433,283 stock options to purchase Combined Company Common Stock, of which

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

73,131 shares of restricted Combined Company Common Stock and 48,448 Combined Company Common Stock options
vested and 227,884 shares of restricted of Combined Company Common Stock and 151,307 Combined Company Common
Stock options were forfeited on June 11, 2020 (Successor). As of March 31, 2021 (Successor), 1,571,590 shares remained
available to grant under the 2012 Incentive Plan.

Restricted Stock - MIP. During the fiscal year ended March 31, 2021 (Successor), the number of shares and the

weighted average grant price of restricted stock transactions since close of the Merger were as follows:

Non-vested as of June 11, 2020 (Successor):

Granted

Vested/released

Forfeited/expired

Non-vested outstanding as of March 31, 2021

Number of
Shares

Weighted
Average
Grant Price

656,617 $

247,204 $

(2,780) $

(268,850) $

632,191 $

38.52

17.56

19.41

38.44

30.51

As of March 31, 2021 (Successor), the Company had approximately $10.3 million in total unrecognized compensation
costs associated with these awards, and the weighted average period over which it is expected to be recognized is 2.4 years.
Total stock-based compensation expense related to the MIP was $2.4 million for the five months ended March 31, 2020
(Successor).

Stock Options - MIP. During the fiscal year ended March 31, 2021 (Successor), the stock options transactions since the

close of the Merger were as follows:

Non-vested as of June 11, 2020:

Granted

Forfeited/expired

Non-vested outstanding as of March 31, 2021
Vested(1)
___________________________

Number of
Shares

Weighted
Average
Grant Price

433,283 $

28,334 $

(189,567) $

272,050 $

96,008 $

25.23

10.99

25.28

23.71

24.69

(1)

Stock options awarded out of the MIP plan upon emergence vest in equal tranches over a four year period with 25% of the
underlying shares vest in annual tranches. These stock options are not exercisable by employees until 2026 as stipulated by the MIP
Plan for the awards granted upon emergence.

As of March 31, 2021 (Successor), the Company had approximately $3.4 million in total unrecognized compensation
costs associated with these awards, and the weighted average period over which it is expected to be recognized is 2.4 years The
weighted average remaining contractual term on the non vested stock options is 8.6 years and 8.5 years on the vested and
exercisable stock options.

2012 Incentive Plan.

In 2013, Era adopted the Era Group Inc. 2012 Incentive Plan (“2012 Incentive Plan”) under which a maximum of
4,000,000 shares of its common stock at par value of $0.01 per share were reserved for issuance. Awards granted under the
2012 Plan may be in the form of stock options, stock appreciation rights, shares of restricted stock, other share-based awards
(payable in cash or common stock) or performance awards, or any combination thereof, and may be made to outside directors,
employees or consultants. Upon the closing of the Merger, 151,768 shares of unvested Combined Company restricted stock
awards previously issued under the 2012 Incentive Plan remained unvested. As of March 31, 2021 (Successor), 153,184 shares
remained available to grant under the 2012 Incentive Plan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted Stock - 2012 Incentive Plan. During the fiscal year ended March 31, 2021 (Successor), the number of shares

and the weighted average grant price of restricted stock transactions were as follows:

Non-vested as of June 11, 2020:

Granted

Vested

Forfeited/expired

Non-vested outstanding as of March 31, 2021

Number of
Shares

Weighted
Average
Grant Price

151,768 $

165,831 $

(53,785) $

(1,500) $

262,314 $

21.68

11.05

24.72

19.52

12.68

As of March 31, 2021 (Successor), the Company had approximately $3.7 million in total unrecognized compensation

costs associated with these awards, and the weighted average period over which it is expected to be recognized is 2.0 years.

Stock Options - 2012 Incentive Plan. During the fiscal year ended March 31, 2021 (Successor), the stock options

transactions were as follows:

Non-vested as of June 11, 2020:

Granted

Forfeited/expired

Non-vested outstanding as of March 31, 2021

Vested and exercisable

Number of
Shares

Weighted
Average
Grant Price

52,255 $

133,334 $

(5,000) $

180,589 $

47,255 $

22.45

11.30

21.55

14.30

22.76

As of March 31, 2021 (Successor), the Company had approximately $1.1 million in total unrecognized compensation
costs associated with these awards, and the weighted average period over which it is expected to be recognized is 2.2 years The
weighted average remaining contractual term on the non vested stock options is 7.5 years and 2.6 years on the vested and
exercisable stock options. As of March 31, 2021 (Successor), the weighted average exercise price of the vested and exercisable
stock options was $61.82.

Total stock based compensation expense, which includes stock options and restricted stock was $11.5 million for the

fiscal year March 31, 2021 (Successor).

During the fiscal year March 31, 2021 (Successor), the Company awarded 413,035 Combined Company restricted stock
units. Of this amount, 161,668 were performance-based restricted stock units of which 150,001 had an average grant date fair
value of $7.73 while 11,667 had an average grant date fair value of $24.54. The grant date fair values of these awards were
determined under a Monte Carlo Simulation in a risk-neutral framework using Geometric Brownian Motion and will vest on a
cliff-basis, after three years, subject to certain stock price performance targets. The remainder of the awards comprised of
44,946 restricted stock units for annual director awards at a grant date fair value of $15.76 and 206,421 restricted stock units of
non-performance based restricted stock units awarded at an average grant date fair value of $19.41 per share. The grant date fair
values of both non-performance based restricted stock units and annual director awards were derived using the Company’s
closing stock price on each of the respective award dates.

During the fiscal year March 31, 2021 (Successor), the Company awarded 161,668 Combined Company stock options
that vest on a cliff-basis after three years. Of the 161,668 stock options, 150,001 had a grant date fair value of $10.99 and the
remaining 11,667 had a grant date fair value of $14.56. The Company utilized the Black-Scholes option valuation model for
estimating the fair value of its stock options.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pension Plans

Defined Contribution Plans

The Bristow Group Inc. Employee Savings and Retirement Plan (the “Bristow Plan”) covers certain of the Company’s
U.S. employees. Under the Bristow Plan, the Company matches each participant’s contributions up to 3% of the employee’s
compensation. In addition, under the Bristow Plan, the Company contributes an additional 3% of the employee’s compensation
after the end of each calendar year.

Bristow Helicopters and Bristow International Aviation (Guernsey) Limited (“BIAGL”) each have a defined contribution

plan. These defined contribution plans replaced the defined benefit pension plans described below for future accruals.

The Company’s contributions to its defined contribution plans were $21.9 million, $8.5 million, $13.6 million and
$22.2 million for the fiscal year 2021 (Successor), five months ended March 31, 2020 (Successor), seven months ended October
31, 2019 (Predecessor), and fiscal year 2019 (Predecessor), respectively.

Defined Benefit Plans

The defined benefit pension plans of Bristow Helicopters and BIAGL replaced by the defined contribution plans
described above covered all full-time employees of Bristow Aviation and BIAGL employed on or before December 31, 1997.
Both plans were closed to future accrual as of February 1, 2004. The defined benefits for employee members were based on the
employee’s annualized average last three years’ pensionable salaries up to February 1, 2004, increasing thereafter in line with
retail price inflation (prior to 2011) and consumer price inflation (from 2011 onwards), and subject to maximum increases of
5% per year over the period to retirement. Any valuation deficits are funded by contributions by Bristow Helicopters and
BIAGL. Plan assets are held in separate funds administered by the plans’ trustee (the “Plan Trustee”), which are primarily
invested in equities and debt securities. For members of the two closed defined benefit pension plans, since January 2005,
Bristow Helicopters contributes a maximum of 7% of a participant’s non-variable salary, and since April 2006, the maximum
employer contribution into the plan has been 7.35% for pilots. Each member is required to contribute a minimum of 5% of non-
variable salary for Bristow Helicopters to match the contribution. In addition, there are three defined contribution plans for staff
who were not members of the original defined benefit plans, two of which are closed to new members.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following tables provide a rollforward of the projected benefit obligation and the fair value of plan assets, set forth
the defined benefit retirement plans’ funded status and provide detail of the components of net periodic pension cost calculated
for the U.K. pension plans. The measurement date adopted is March 31. Any such gains or losses are amortized over the
average remaining life expectancy of the plan members.

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Successor

Seven Months
Ended
October 31, 2019

Predecessor

Change in benefit obligation:

Projected benefit obligation (PBO) at beginning of period............ $
Service cost.....................................................................................
Interest cost.....................................................................................
Actuarial loss (gain)........................................................................
Benefit payments and expenses......................................................
Effect of exchange rate changes.....................................................
Projected benefit obligation (PBO) at end of period...................... $

Change in plan assets:

Market value of assets at beginning of period................................ $
Actual return on assets....................................................................
Employer contributions..................................................................
Benefit payments and expenses......................................................
Effect of exchange rate changes.....................................................
Market value of assets at end of period.......................................... $

Reconciliation of funded status:

494,992 $
743
9,449
41,343
(24,854)
57,245
578,918 $

477,137 $
11,738
16,778
(24,854)
53,969
534,768 $

528,858
594
4,109
(5,545)
(11,394)
(21,630)
494,992

495,343
6,827
7,144
(11,394)
(20,783)
477,137

504,076
29
6,705
34,618
(13,882)
(2,688)
528,858

478,350
24,633
9,032
(13,882)
(2,790)
495,343

Accumulated benefit obligation (ABO)......................................... $
Projected benefit obligation (PBO)................................................ $
Fair value of assets.........................................................................
Net recognized pension liability..................................................... $
Amounts recognized in accumulated other comprehensive loss.... $

578,918 $
578,918 $
(534,768)
44,150 $
45,071 $

$
$

494,992
494,992
(477,137)
17,855
$
(6,389) $

528,858
528,858
(495,343)
33,515
—

The components of net periodic pension cost (benefit) other than the service cost component are included in other

income (expense), net on the Company’s consolidated statements of operations. The following table provides a detail of the
components of net periodic pension cost (benefit) (in thousands):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Service cost for benefits earned during the period........................ $
Interest cost on pension benefit obligation...................................

Expected return on assets..............................................................

Amortization of unrecognized losses............................................
Net periodic pension cost (gain)................................................... $

Successor
743 $

9,449

(13,090)

—

594

4,109

(5,735)

—

Predecessor
29 $

6,705

(5,610)

—

(2,898) $

(1,032) $

1,124 $

655

12,984

(17,118)

8,001

4,522

Service cost component is reported in the Company’s statement of operations in total costs and expenses. All other

components of net periodic pension cost are reported in the other expenses, net.

The amount in accumulated other comprehensive loss as of March 31, 2021 (Successor) expected to be recognized as a
component of net periodic pension cost in fiscal year 2022 is zero, net of tax, and represents amortization of the net actuarial
losses.

In October 2018, the U.K. High Court ruled that the U.K. defined pension schemes will be required to equalize for the
effect of unequal guaranteed minimum pensions (“GMPs”) accrued between 1990 and 1997 by adjusting other non-GMP

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

benefits. The Company recorded additional pension liability of $2.9 million as of December 31, 2018 (Predecessor) related to
this ruling that will be recorded as additional service cost over the future service period of approximately 20 years.

Actuarial

assumptions

used

develop

the

components

the U.K.

plans were

follows:

Fiscal Year
Ended
March 31,
2021

Five Months
Ended
March 31,
2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31,
2019

Successor

Predecessor

Discount rate........................................................................................
Expected long-term rate of return on assets........................................
Pension increase rate............................................................................

2.30 %
2.62 %
2.60 %

1.90 %
2.80 %
2.80 %

2.60 %
3.62 %
2.90 %

The Company utilizes a British pound sterling denominated AA corporate bond index as a basis for determining the
discount rate for its U.K. plans. The expected rate of return assumptions have been determined following consultation with the
Company’s actuarial advisors. In the case of bond investments, the rates assumed have been directly based on market
redemption yields at the measurement date, and those on other asset classes represent forward-looking rates that have typically
been based on other independent research by investment specialists.

Under U.K. and Guernsey legislation, it is the Plan Trustee who is responsible for the investment strategy of the plans,
although day-to-day management of the assets is delegated to a team of regulated investment fund managers. The Plan Trustee
of the Bristow Staff Pension Scheme (the “Scheme”) has the following three stated primary objectives when determining
investment strategy:

(i) “funding objective” — to ensure that the Scheme is fully funded using assumptions that contain a modest margin
for prudence. Where an actuarial valuation reveals a deficit, a recovery plan will be put in place which will take
into account the financial covenant to the employer;

(ii) “stability objective” — to have due regard to the likely level and volatility of required contributions when setting

the Scheme’s investment strategy; and

(iii) “security objective” — to ensure that the solvency position of the Scheme (as assessed on a gilt basis) is expected
to improve. The Plan Trustee will take into account the strength of the employer’s covenant when determining the
expected improvement in the solvency position of the Scheme.

The types of investments are held, and the relative allocation of assets to investments is selected, in light of the liability
profile of the Scheme, its cash flow requirements, the funding level and the Plan Trustee’s stated objectives. In addition, in
order to avoid an undue concentration of risk, assets are diversified within and across asset classes.

In determining the overall investment strategy for the plans, the Plan Trustee undertakes regular asset and liability
modeling (the “ALM”) with the assistance of their U.K. actuary. The ALM looks at a number of different investment scenarios
and projects both a range and a best estimate of likely return from each one. Based on these analyses, and following
consultation with the Company, the Trustee determines the benchmark allocation for the plans’ assets.

The market value of the plan’s assets as of March 31, 2021 (Successor) and March 31, 2020 (Predecessor) was allocated
between asset classes as follows. Details of target allocation percentages under the Plan Trustee’s investment strategies as of the
same dates are also included.

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Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Asset Category
Equity securities.................................................................
Debt securities...................................................................
Property..............................................................................
Other assets........................................................................
Total...................................................................................

Successor

Target Allocation
as of March 31,

Actual Allocation
as of March 31,

2021

2020

2021

2020

14.1 %
19.0 %
6.7 %
60.2 %
100.0 %

25.3 %
25.0 %
7.4 %
42.3 %
100.0 %

15.1 %
16.4 %
6.4 %
62.1 %
100.0 %

23.0 %
27.1 %
6.5 %
43.4 %
100.0 %

The following table summarizes, by level within the fair value hierarchy, the plan assets as of March 31, 2021

(Successor), which are valued at fair value (in thousands):

Successor

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

5,933 $ 26,628 $
1,518
2,345
—
—
—
—
—
1,242
414
1,656
—

—
—
27,870
—
102,373
—
48,013
—
85,403
—
—
13,107 $ 290,287 $ 231,374 $

— $
—
—
—
25,938
—
34,078
—
—
—
—
171,357

Balance as of
March 31, 2021
32,561
1,518
2,345
27,870
25,938
102,373
34,078
48,013
1,242
85,817
1,656
171,357
534,768

Cash and cash equivalents................................................................. $
Equity investments- UK....................................................................
Equity investments- non UK.............................................................
Insurance Linked Securities...............................................................
Illiquid credit.....................................................................................
Liquid credit......................................................................................
Property debt (ICG longbow)............................................................
Alternatives........................................................................................
Diversified growth (absolute return) funds.......................................
Government debt securities...............................................................
Corporate debt securities...................................................................
Insurance Policy................................................................................

Total investments....................................................................... $

116

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes, by level within the fair value hierarchy, the plan assets as of March 31, 2020

(Predecessor), which are valued at fair value (in thousands):

Cash and cash equivalents................................................................. $
Cash plus............................................................................................
Equity investments - U.K..................................................................
Equity investments - Non-U.K..........................................................
Insurance Linked Securities...............................................................
Illiquid credit.....................................................................................
Diversified growth (absolute return) funds.......................................
Government debt securities...............................................................
Corporate debt securities...................................................................
Alternatives........................................................................................
Property debt......................................................................................
Multi asset credit...............................................................................
Insurance policies..............................................................................

Total investments....................................................................... $

Successor

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

— $

8,680 $
—
992
1,488
—
—
868
248
1,612
—
—
—
—

10,788
—
—
24,303
—
40,919
86,549
—
41,167
—
40,918
—
13,888 $ 244,644 $ 218,605 $

— $
—
—
—
—
28,271
—
—
—
—
31,247
—
159,087

Balance as of
March 31, 2020
8,680
10,788
992
1,488
24,303
28,271
41,787
86,797
1,612
41,167
31,247
40,918
159,087
477,137

The investments’ fair value measurement level within the fair value hierarchy is classified in its entirety based on the
lowest level of input that is significant to the measurement. The fair value of assets using Level 2 inputs is determined based on
the fair value of the underlying investment using quoted prices in active markets or other significant inputs that are deemed
observable.

Estimated future benefit payments over each of the next five fiscal years from March 31, 2021 (Successor) and in the

aggregate for the following five fiscal years after fiscal year 2027 are as follows (in thousands):

Projected Benefit Payments by the Plans for Fiscal Years Ending March 31,
2022........................................................................................................................................................................... $
2023...........................................................................................................................................................................
2024...........................................................................................................................................................................
2025...........................................................................................................................................................................
2026...........................................................................................................................................................................
Aggregate 2027 - 2031..............................................................................................................................................

Successor

Payments

23,869
24,696
25,110
25,662
26,076
132,726

The Company expects to fund these payments with cash contributions to the plans, plan assets and earnings on plan
assets. The current estimates of cash contributions for the Company’s pension plans required for fiscal year 2022 (Successor)
are expected to be $18.0 million.

117

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 12 — STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER
COMPREHENSIVE INCOME

Stockholders’ Investment, Common Stock and Preferred Stock

As of March 31, 2021 (Successor), there were 29,694,071 shares of Combined Company Common Stock outstanding.

In connection with the Merger, the Old Bristow Preferred Stock was converted into Old Bristow Common Stock and

then all Old Bristow Common Stock was converted into the Combined Company Common Stock.

Because the Old Bristow Preferred Stock could be redeemed in certain circumstances outside of the sole control of Old
Bristow (including at the option of the holder), but was not mandatorily redeemable, the Old Bristow Preferred Stock was
classified as mezzanine equity and initially recognized at fair value of $618.9 million as of October 31, 2019 (Successor). This
amount was reduced by the fair value of the bifurcated derivative liability as of October 31, 2019 (Successor) of $470.3 million,
resulting in an initial value of $148.6 million. The difference between (a) the carrying value of the embedded derivative of
$270.8 million plus the carrying value of the Preferred Stock Host of $148.6 million and (b) the fair value of the Old Bristow
Common Stock of $270.7 million paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings
because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow
Preferred Stock Host and embedded derivative.

Prior to the Merger, there were 11,092,845 shares of Old Bristow Common Stock and 6,725,798 shares of Old Bristow
Preferred Stock issued and outstanding. As described in Note 7 to the consolidated financial statements, Old Bristow
repurchased certain shares of Old Bristow Common Stock and shares of Old Bristow Preferred Stock immediately prior to the
conversion of the Old Bristow Preferred Stock into Old Bristow Common Stock. The repurchase was accounted for in the same
manner as the share conversion and included in the calculation described above. The Old Bristow Preferred Stock was
converted into Old Bristow Common Stock at a rate of 5.179562 shares of Old Bristow Common Stock for each share of Old
Bristow Preferred Stock.

The Old Bristow Common Stock was then subsequently exchanged for the Combined Company Common Stock,
resulting in a total of 24,195,693 shares of Combined Company Common Stock issued to legacy Old Bristow stockholders.
This resulted in a total of 30,882,471 shares of Combined Company Common Stock issued and outstanding immediately after
consummation of the Merger. Upon the closing of the Merger, 217,899 shares of restricted stock awards and 145,263 stock
options to purchase common stock for certain employees, related to Old Bristow employees, were canceled as a result of
separation from the Combined Company. Upon the closing of the Merger, vesting of 145,604 shares of restricted stock awards,
related to the Combined Company’s employees were also accelerated.

Share Repurchases

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

During the fiscal year ended March 31, 2021, the Company repurchased 448,252 shares of common stock in open market
transactions for gross consideration of $10.0 million, equal to an average purchase price per share of $22.29. After these
repurchases, as of March 31, 2021, $65.0 million of the original $75.0 million authorized under share repurchase program
remained.

118

Table of Contents

Earnings per Share

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Income (loss):

Net income (loss) attributable to Bristow Group Inc............ $
Less: PIK dividends (1)...........................................................
Plus: Deemed contribution from conversion of preferred

stock...................................................................................

Income available to common stockholders – basic..........

Add: PIK dividends...............................................................
Less: Changes in fair value of preferred stock derivative

liability...............................................................................

(56,094) $

139,228

(836,414) $

(336,847)

(12,039)

(25,788)

144,986

76,853

12,039

—

113,440

25,788

(15,416)

(184,140)

—

(836,414)

(336,847)

—

Income available to common stockholders – diluted............ $

73,476 $

(44,912) $

(836,414) $

(336,847)

Weighted average number of common shares outstanding –
basic(2)................................................................................
Effect of dilutive stock options and restricted stock.............
Preferred shares as converted basis(2)....................................
Weighted average number of common shares outstanding –
diluted (3)(4).........................................................................

24,601,168

5,641,320

35,918,916

35,740,933

179,900

—

6,894,870

24,164,661

—

31,675,938

29,805,981

35,918,916

35,740,933

Earnings (loss) per common share - basic.................................... $

Earnings (loss) per common share - diluted.................................. $

3.12 $

2.32 $

20.11

(1.51) $

(23.29) $

(9.42)

___________________________

(1)

(2)

(3)

(4)

See Note 7 for further discussion on PIK dividends.

For the five months ended March 31, 2020 the weighted average number of common shares outstanding, basic and diluted, take into account
the conversion ratio applied to Old Bristow shares upon close of the Merger.

Excludes weighted average common shares of 135,882 for the fiscal year ended March 31, 2021 (Successor), 3,175,849 for the seven months
ended October 31, 2019 (Predecessor) and 2,490,483 fiscal year ended March 31, 2019, respectively, for certain share awards as the effect of
their inclusion would have been antidilutive. The Old Bristow Preferred Stock is not included on an if-converted basis under diluted earnings
per common share as the conversion of the shares would have been anti-dilutive.

Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Old Bristow’s 4½%
Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the 2019
periods reflected, because to do so would have been anti-dilutive.

119

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accumulated Other Comprehensive Income (Loss)

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

Successor

Balance as of March 31, 2019 (Predecessor)...........................
Other comprehensive income (loss) before reclassification.....
Reclassified from accumulated other comprehensive loss.......
Net current period other comprehensive income (loss) before
reclassification..........................................................................
Foreign currency exchange impact...........................................
Balance as of October 31, 2019 (Predecessor).........................
Fair value fresh-start adjustment..............................................
Balance as of October 31, 2019 (Predecessor).........................

Currency
Translation
Adjustments

(137,867)
23,004
—

23,004
(1,551)
(116,414)
116,414
—

Balance as of October 31, 2019 (Successor)............................
Net current period other comprehensive income (loss)............
Balance as of March 31, 2020.................................................. $

—

(16,440)
(16,440) $

Other comprehensive income (loss) before reclassification.....
Reclassified from accumulated other comprehensive income.
Net current period other comprehensive income (loss)............
Foreign exchange rate impact...................................................
Balance as of March 31, 2021.................................................. $

49,803
—
49,803

(717)
32,646 $

__________________________

Pension Liability
Adjustments (1)

(189,734)

Unrealized gain
(loss) on cash flow
hedges (2)

Total

—
—

—
1,551
(188,183)
188,183
—

—
6,389
6,389 $

—

(45,071)
(45,071)
717
(37,965) $

(388) (327,989)
(1,828) 21,176
1,146
1,146

—

(682) 22,322
—
(1,070) (305,667)
305,667
1,070
—
—

—
—
1,410
(8,641)
1,410 $ (8,641)

(4,677) 45,126
(43,400)
1,671
1,726
(3,006)
—
—
(1,596) $ (6,915)

(1)

(2)

Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.
Reclassification of amounts related to cash flow hedges were included as operating expenses.

120

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 13 — SEGMENT INFORMATION

The Company conducts business in one segment: aviation services. The aviation services global operations include four
regions as follows: Europe Caspian, Africa, Americas and Asia Pacific. The Europe Caspian region comprises all of the
Company’s operations and affiliates in Europe and Central Asia, including Norway and the U.K. The Africa region comprises
all of the Company’s operations and affiliates on the African continent, including Nigeria. The Americas region comprises all
of the Company’s operations and affiliates in North America and South America, including Brazil, Canada, Colombia, Guyana,
Suriname, Trinidad and the U.S. Gulf of Mexico. The Asia Pacific region comprises all of the Company’s operations and
affiliates in Australia and Southeast Asia. Prior to the sale of BHLL and Aviashelf in April and June 2019, respectively, the
Company had operations in Sakhalin, Russia which is included in the Asia Pacific region. Prior to the sale of Eastern Airways
in May 2019 (Predecessor), the Company had fixed wing operations in the Europe Caspian region.

The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the

Company’s consolidated financial statements (in thousands):

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Region revenues from external customers:

Europe Caspian...................................................................... $
Africa.....................................................................................

Americas................................................................................

Asia Pacific............................................................................

Corporate and other...............................................................

656,769 $

284,844

428,660 $

101,649

337,527

76,644

5,473

70,305

99,634

30,605

375

111,896

140,551

75,722

394

791,204

164,835

218,278

193,510

1,835

Total region revenues (1)................................................. $

1,178,062 $

485,763

757,223 $

1,369,662

_________________________________________________

(1)

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

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Revenues not from contracts with customers:

Europe Caspian...................................................................... $
Americas................................................................................

Asia Pacific............................................................................

Corporate and other...............................................................

Total region revenues not from contracts with
customers....................................................................... $

1,224 $

535

726 $

33,919

329

2,952

14,971

18,627

191

—

20,037

25,380

274

—

38,424 $

15,596

19,544 $

45,691

121

Table of Contents

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fiscal Year
Ended
March 31, 2021

Five Months
Ended
March 31, 2020

Seven Months
Ended
October 31,
2019

Fiscal Year
Ended
March 31, 2019

Successor

Predecessor

Earnings from unconsolidated affiliates, net of losses — equity

method investments:

Europe Caspian...................................................................... $
Americas................................................................................

Corporate and other...............................................................

Total earnings from unconsolidated affiliates, net of

losses — equity method investments......................... $

Consolidated operating income (loss):

Europe Caspian...................................................................... $
Africa.....................................................................................

Americas................................................................................

Asia Pacific............................................................................

Corporate and other...............................................................

Gain (loss) on disposal of assets............................................

(19) $

248

168 $

402

—

4,046

—

6,100

321

161

2,041

(403)

383 $

4,294

6,589 $

1,799

72,199 $

19,334

26,143 $

(19,892)

(24,204)

(1,047)

(121,753)

(8,199)

10,154

9,762

(6,921)

(36,970)

(451)

17,255

13,391

12,874

13,499

3,530

(33,653)

(23,645)

(101,559)

(195,740)

(3,768)

(27,843)

Total consolidated operating income (loss)................... $

(102,896) $

(5,092) $

(82,191) $

(217,325)

Depreciation and amortization:

Europe Caspian...................................................................... $
Africa.....................................................................................

Americas................................................................................

Asia Pacific............................................................................

Corporate and other...............................................................

32,241 $

14,898

28,155 $

4,994

16,847

7,831

8,165

2,274

4,168

3,836

3,062

10,829

16,654

7,463

7,763

50,737

16,113

28,300

16,735

13,014

Total depreciation and amortization ............................. $

70,078 $

28,238

70,864 $

124,899

Successor

March 31, 2021

March 31, 2020

Identifiable assets:

Europe Caspian................................................................................................................... $
Africa..................................................................................................................................
Americas.............................................................................................................................
Asia Pacific.........................................................................................................................
Corporate and other (2)........................................................................................................

1,026,042 $
179,445
579,169
102,169
105,445

Total identifiable assets............................................................................................. $

1,992,270 $

Investments in unconsolidated affiliates - equity method investments:

Europe Caspian................................................................................................................... $
Americas.............................................................................................................................

Total investments in unconsolidated affiliates - equity method investments............. $

679 $

3,851

4,530 $

1,096,022
235,165
319,015
166,229
128,830

1,945,261

575
76,483

77,058

_______________________

(2)

Includes $5.4 million and $7.8 million of construction in progress within property and equipment on the Company’s consolidated balance sheets as of
March 31, 2021 (Successor) and March 31, 2020 (Successor), respectively, which primarily represents aircraft deposits, aircraft modifications and
other miscellaneous equipment, tooling and building improvements currently in progress.

122