Bristow Group Inc.
One of the world's largest helicopter operators, Bristow Group flies crews and supplies to offshore oil rigs and runs government search-and-rescue missions, including the U.K. Coastguard service. It was founded in 1955 by Alan Bristow, a former Royal Navy test pilot who landed his first contract carrying workers to Persian Gulf oil rigs after boats proved unreliable. In 2020 the company merged with rival Era Group, and its stock trades under the fitting ticker VTOL.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes, included elsewhere herein, as well as our Annual Report on…
Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes, included elsewhere herein, as well as our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 (the “Annual Report on Form 10-K”). Unless the context otherwise indicates, in this MD&A, any references to the “Company,” “Bristow,” “we,” “us” and “our” refer to Bristow Group Inc. and its consolidated entities. In the discussions that follow, the terms “Current Quarter” and “Preceding Quarter” refer to the three months ended June 30, 2026 and March 31, 2026, respectively, and “Current Year” and “Prior Year” refer to the six months ended June 30, 2026 and 2025, respectively. Forward-Looking Statements This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management, including our expectations regarding our quarterly dividend program and our intention to pay down debt; expected actions by us and by third parties, including our customers, competitors, vendors and regulators; and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes," “belief," “forecasts," “expects," “plans," “anticipates," “intends," “projects," “estimates," “may," “might," “will," “would," “could," “should” or other similar words; however, all statements in this Quarterly Report on Form 10-Q, other than statements of historical fact or historical financial results, are forward-looking statements. Our forward-looking statements reflect our views and assumptions on the date we are filing this Quarterly Report on Form 10-Q regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties, assumptions 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. Such risks, uncertainties and factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed in Part II, Item 1A, “Risk Factors” of this report and those discussed in other documents we file with the SEC. 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 impact of supply chain disruptions, inflation and increased fuel prices and our ability or inability to recoup rising costs in the rates we charge to our customers; •our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 and AW189 fleet and aircraft in general; •our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition; •public health crises, such as pandemics and epidemics, and any related government policies and actions; •our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility; •the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses; •the possibility that we may be unable to maintain compliance with covenants in our financing or other agreements; •global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from the imposition or lifting of crude oil production 17 Table of Contents quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries (“OPEC”) and other producing countries, and geopolitical risks; •fluctuations in the demand for our services; •the possibility of significant changes in foreign exchange rates and controls; •potential effects of increased competition and the introduction of alternative modes of transportation and solutions; •the possibility that portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events); •the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere, including the ongoing conflict in Iran, which could result in operational interruptions and supply impacts, including fuel shortages and price increases; •the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; •the existence of operating risks inherent in our business, including the possibility of declining safety performance; •labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements; •the possibility of changes in tax, environmental, trade, immigration and other laws and regulations and policies, including, without limitation, tariffs and actions of the governments that impact the aviation industry, oil and gas operations, favor renewable energy projects or address climate change; •any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions; •the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; •the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates; •general economic conditions, including interest rates or uncertainty in the capital and credit markets; •disruptions in global trade, including as a result of tariffs, trade restrictions, retaliatory trade measures or the effect of such actions on trading relationships between the United States (“U.S.”) and other countries; •the potential effects of any future U.S. government shutdown on our Government Services business; •the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect Government Services contract terms or otherwise delay service or the receipt of payments under such contracts; and •the effectiveness of our environmental, social and governance initiatives. The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. All forward-looking statements in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and are only made as of the date of this Quarterly Report on Form 10-Q. The forward-looking statements in this Quarterly Report on Form 10-Q should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Annual Report on Form 10-K and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors” of the Company’s subsequent Quarterly Reports on Form 10-Q. We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise. 18 Table of Contents Overview Bristow Group Inc. is a leading global provider of mission-critical aviation services for government entities, offshore energy companies and other customers around the world. Our business is comprised of three operating segments: Offshore Energy Services (OES), Government Services and Other Services. Through the use of helicopters, fixed-wing aircraft, unmanned aerial systems (UAS) and highly skilled personnel, we provide aviation services such as personnel transportation, offshore energy logistics, search and rescue (SAR), special missions, intelligence, surveillance and reconnaissance (ISR) operations, maintenance, repair and overhaul (MRO) services, medevac, unmanned systems, on-demand cargo logistics (ODC) and other specialized aviation solutions. We are also involved in various advanced air mobility (AAM) initiatives and emerging next-generation aviation technologies. Our diversified customer and revenue mix, coupled with our broad geographic footprint, supports a durable and balanced business profile. We currently have a presence in Australia, Benin, Brazil, Canada, Chile, Djibouti, the Dutch Caribbean, the Falkland Islands, Ireland, Kenya, the Marshall Islands, the Netherlands, Nigeria, Norway, the Philippines, Spain, Suriname, Trinidad, the United Kingdom (“UK”) and the United States (“U.S .”). In general, the winter months are seasonally our lowest revenue periods, with fewer daylight hours resulting in reduced flight hours in our Offshore Energy Services segment and fewer missions in our Government Services segment. For example, operations in the U.S. Gulf of America are often at their highest levels from April to September, as daylight hours increase, and are at their lowest levels from December to February, as daylight hours decrease. See “Segments and Markets” in Part I, Item 1, “Business” of our Annual Report on Form 10-K for further discussion on seasonality. Recent Developments Acquisition of Berry Aviation In July 2026, the Company completed its acquisition of Berry Aviation, Inc. (“Berry Aviation”) for $105.0 million, in an all-cash transaction, subject to customary purchase price adjustments. Berry Aviation is expected to add differentiated capabilities that further strengthen the Company’s Government Services offering, including special missions, intelligence, surveillance and reconnaissance (ISR) operations, maintenance, repair and overhaul (MRO) services, training and mission support, unmanned aerial systems (UAS) design and development capabilities, and on-demand cargo logistics (ODC). The acquisition is also expected to support a more diversified and balanced business profile. Exit of Norway Offshore Energy Services Business In June 2026, the Company announced plans to pursue the sale of its Norway Offshore Energy Services business as part of its portfolio optimization strategy. The planned divestiture aligns with the Company's disciplined approach to capital allocation and strategic portfolio management. The timing and structure of any potential transaction remain subject to market conditions and other considerations. 2025 Sustainability Report In May 2026, the Company announced the release of its 2025 Sustainability Report, highlighting significant achievements in advanced air mobility (“AAM”), safety performance, environmental stewardship, governance and community engagement. The report highlights safety as the Company’s number one Core Value and foundation of its business. In 2025, the Company had a 13% reduction in lost workdays compared to the prior year, reflecting the discipline, training, and culture behind its Target Zero commitment. The Company’s Search and Rescue (“SAR”) operations completed 4,416 missions, logging 15,861 operating hours and assisting or rescuing 784 people worldwide. The Company also continued to advance its AAM initiatives, conducting 103 electric aircraft flights totaling more than 7,000 nautical miles. Information on our website, including the Company’s 2025 Sustainability Report, is not incorporated by reference into this Quarterly Report on Form 10-Q. 19 Table of Contents Fleet Information The management of our fleet involves a careful evaluation of the expected demand for aviation services across global markets, segments and the types of aircraft needed to meet this demand. Heavy and medium helicopters can fly longer distances, 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 offshore energy industry and for SAR operations. The table below presents the number of aircraft in our fleet as of June 30, 2026, their distribution among the segments through which we operate, as a percentage of total revenues for the three months ended June 30, 2026, and the number of aircraft not yet reflected in our fleet as they were on order or under construction as of June 30, 2026. Percentage of Total Revenues Helicopters Fixed Wing UAS Heavy Medium Light Twin Light Single Total Offshore Energy Services 65 % 59 62 12 — — — 133 Government Services 27 % 31 10 3 20 — 3 67 Other Services 8 % — — — 5 13 — 18 Total 100 % 90 72 15 25 13 3 218 Aircraft not currently in fleet: Under construction(1)(3) 4 — — — — — 4 Options(2) 9 — 6 — — — 15 ______________________ (1)Under construction reflects new aircraft that the Company has either taken possession of and are undergoing additional configuration before being placed into service or are currently under construction by the Original Equipment Manufacturer (“OEM”) and pending delivery. Includes four AW189 heavy helicopters (of which one was delivered and is undergoing additional configuration). (2)Options include nine AW189 heavy helicopters and six H135 light-twin helicopters. (3)Excludes leased aircraft in the Company’s possession but not yet placed in service and any orders or options for electric/hybrid vertical takeoff and landing and short takeoff and landing aircraft, collectively known as AAM aircraft, that may have deposits but are pending regulatory certification. 20 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 June 30, 2026. Number of Aircraft Type OwnedAircraft(1) Leased Aircraft Total Aircraft Maximum Passenger Capacity Average Age (years)(1) Heavy Helicopters: S92 32 28 60 19 16 AW189 25 5 30 16 8 57 33 90 Medium Helicopters: AW139 47 9 56 12 14 S76 D/C++ 12 — 12 12 14 H160 — 4 4 12 — 59 13 72 Light—Twin Engine Helicopters: AW109 3 — 3 7 19 H135 12 — 12 6 10 15 — 15 Light—Single Engine Helicopters: AS350 12 — 12 4 27 AW119 13 — 13 7 20 25 — 25 Total Helicopters 156 46 202 14 Fixed Wing 8 5 13 Unmanned Aerial Systems (“UAS”) 3 — 3 Total Fleet(2) 167 51 218 ______________________ (1)Reflects the average age of helicopters that are owned by the Company. (2)Does not include certain aircraft shown in the under construction line in the segment fleet table above. Upon completion of additional configuration, the newly-delivered aircraft will appear in the fleet table above when placed into service. 21 Table of Contents Results of Operations for Current Quarter compared to Preceding Quarter (in thousands, except percentages) The following table presents our operating results and other statement of operations information for the Current Quarter and Preceding Quarter. Three Months Ended Favorable (Unfavorable) June 30, 2026 March 31, 2026 Revenues: Offshore Energy Services: Europe $ 104,566 $ 98,651 $ 5,915 6.0 % Americas 106,619 105,399 1,220 1.2 % Africa 50,433 50,283 150 0.3 % Total Offshore Energy Services 261,618 254,333 7,285 2.9 % Government Services 112,234 107,870 4,364 4.0 % Other Services 37,903 26,502 11,401 43.0 % Total revenues 411,755 388,705 23,050 5.9 % Operating income (loss): Offshore Energy Services 46,053 35,720 10,333 28.9 % Government Services (2,145) 943 (3,088) nm Other Services 2,929 (1,345) 4,274 nm Corporate (7,261) (643) (6,618) nm Total operating income 39,576 34,675 4,901 14.1 % Interest income 2,870 3,918 (1,048) (26.7) % Interest expense, net (12,228) (13,816) 1,588 11.5 % Loss on extinguishment of debt — (2,849) 2,849 nm Other, net (8,930) (5,353) (3,577) (66.8) % Total other income (expense), net (18,288) (18,100) (188) (1.0) % Income before income taxes 21,288 16,575 4,713 28.4 % Income tax expense (108) (3,510) 3,402 96.9 % Net income 21,180 13,065 8,115 62.1 % Net loss (income) attributable to noncontrolling interests (26) 41 (67) nm Net income attributable to Bristow Group Inc. $ 21,154 $ 13,106 $ 8,048 61.4 % Operating income margins: Offshore Energy Services 18 % 14 % Government Services (2) % 1 % Other Services 8 % (5) % __________________ nm = Not Meaningful Flight Hours by Segment Three Months Ended Favorable (Unfavorable) June 30, 2026 March 31, 2026 Offshore Energy Services: Europe 7,658 8,217 (559) (6.8) % Americas 10,112 10,470 (358) (3.4) % Africa 5,288 5,545 (257) (4.6) % Total Offshore Energy Services 23,058 24,232 (1,174) (4.8) % Government Services 4,620 4,051 569 14.0 % Other Services 3,697 3,337 360 10.8 % 31,375 31,620 (245) (0.8) % 22 Table of Contents Offshore Energy Services Revenues from Offshore Energy Services were $7.3 million higher in the Current Quarter. Revenues in Europe were $5.9 million higher primarily due to higher rates and higher fuel revenues, partially offset by lower utilization. Revenues in the Americas were $1.2 million higher primarily due to higher fuel revenues driven by higher fuel prices, partially offset by lower utilization. Revenues in Africa were consistent with the Preceding Quarter. Operating income from Offshore Energy Services was $10.3 million higher in the Current Quarter primarily due to the higher revenues, lower operating expenses of $4.3 million, higher earnings from unconsolidated affiliates of $2.2 million and lower general and administrative expenses of $0.5 million, partially offset by higher depreciation and amortization expense of $4.0 million. Repairs and maintenance costs were $7.8 million lower in the Current Quarter primarily due to higher vendor credits. Personnel costs were $6.3 million lower primarily due to seasonal personnel cost variations in Norway. Fuel costs were $6.5 million higher due to higher global fuel prices, partially offset by lower flight hours. Other operating costs were $3.4 million higher primarily due to higher freight costs, reimbursable expenses, lease costs and training costs. Earnings from unconsolidated affiliates were $2.2 million higher in the Current Quarter primarily due to the timing of dividends received. Depreciation and amortization expense was higher primarily due to accelerated depreciation of assets related to a leased facility in the U.S. and capital spare parts associated with S76D medium helicopters. The decrease in general and administrative expenses was primarily due to seasonal personnel cost variations in Norway. Government Services Revenues from Government Services were $4.4 million higher in the Current Quarter. UKSAR revenues were $1.6 million higher primarily due to the commencement of operations at two second-generation UK search and rescue (“UKSAR2G”) seasonal bases and increased rates from annual rate escalations. Irish Coast Guard ("IRCG") revenues were $1.5 million higher primarily due to the full-quarter impact of the Waterford base that commenced operations in the Preceding Quarter. Revenues in the U.S. were $1.0 million higher primarily due to higher utilization. Penalties related to aircraft availability, which has been adversely impacted by continued supply chain challenges, have remained elevated in the Current Quarter but were consistent with the Preceding Quarter. Fuel revenues were consistent with the Preceding Quarter, despite increases in global fuel prices, due to contractual lags in rebilling fuel costs under UKSAR2G. Operating loss was $2.1 million in the Current Quarter compared to operating income of $0.9 million in the Preceding Quarter primarily due to higher operating expenses of $6.1 million, higher depreciation and amortization expense of $0.7 million and higher general and administrative expenses of $0.6 million, partially offset by the higher revenues. Personnel costs were $3.3 million higher due to the commencement of operations at certain UKSAR2G and IRCG bases, including full quarter impacts of costs that were previously deferred of $1.8 million, increased overtime costs to support the ongoing transitions of $1.0 million and one-time salary adjustments related to a labor agreement in the UK of $0.5 million. Other operating costs related to the ongoing contract transitions in the UK and Ireland were $1.3 million higher, primarily due to increased training, travel between bases, and higher base and facilities costs. Fuel costs were $1.5 million higher due to higher global fuel prices, and while fuel is typically a pass-through, there are delays between when the Company incurs the cost of fuel at prevailing market prices and is then able to recoup the fuel expense under UKSAR2G. Depreciation and amortization expense was higher primarily due to the full quarter impact of a helicopter and other assets placed into service in the Current Quarter for UKSAR2G. The increase in general and administrative expenses was primarily due to higher professional services fees and higher personnel costs. In summary, the operating income margin in the Current Quarter was adversely impacted by total penalties related to aircraft availability of $3.6 million, fuel expenses in excess of fuel revenues of $1.5 million, and certain transition costs that have persisted beyond the commencement of operations at select bases. Other Services Revenues from Other Services were $11.4 million higher in the Current Quarter primarily due to higher seasonal utilization and higher fuel revenues. Operating income was $2.9 million in the Current Quarter compared to an operating loss of $1.3 million in the Preceding Quarter, primarily due to the higher seasonal revenues and lower 23 Table of Contents general and administrative expenses of $0.5 million, partially offset by higher operating expenses of $7.7 million related to increased activity and higher fuel prices. Corporate Operating loss was $6.6 million higher in the Current Quarter primarily due to lower net gains on asset dispositions of $7.5 million, partially offset by lower general and administrative expenses of $0.8 million due to lower compensation costs related to lower headcount. During the Current Quarter, the Company sold one AW139 medium helicopter, one AS365 medium helicopter, one fixed wing aircraft and various other assets, resulting in net gains of $0.1 million. During the Preceding Quarter, the Company sold two heavy helicopters and various other assets resulting in net gains of $7.6 million. Interest income was $1.0 million lower primarily due to income earned from U.S. Treasury bill investments on escrowed funds in the Preceding Quarter. Interest expense was $1.6 million lower primarily due to the concurrent interest expense incurred during the refinancing of the Company’s 6.875% Senior Secured Notes in the Preceding Quarter, partially offset by a full quarter of interest expense incurred on the 6.750% Senior Secured Notes. Loss on extinguishment of debt was $2.8 million in the Preceding Quarter due to the write-off of unamortized deferred financing fees associated with the redemption of the 6.875% Senior Notes. Other expense, net of $8.9 million in the Current Quarter was primarily due to non-cash foreign exchange losses of $7.7 million and pension-related costs of $1.9 million, partially offset by gains related to insurance claims of $0.7 million. Other expense, net of $5.4 million in the Preceding Quarter was primarily due to non-cash foreign exchange losses. Income tax expense was $3.4 million lower in the Current Quarter primarily due to higher tax credit utilization in Nigeria. 24 Table of Contents Results of Operations for Current Year compared to Prior Year (in thousands, except percentages) The following table presents our operating results and other statement of operations information for the Current Year and Prior Year: Six Months Ended June 30, 2026 2025 Favorable (Unfavorable) Revenues: Offshore Energy Services: Europe $ 203,217 $ 208,843 $ (5,626) (2.7) % Americas 212,018 186,799 25,219 13.5 % Africa 100,716 96,953 3,763 3.9 % Total Offshore Energy Services 515,951 492,595 23,356 4.7 % Government Services 220,104 178,442 41,662 23.3 % Other Services 64,405 55,922 8,483 15.2 % Total revenues 800,460 726,959 73,501 10.1 % Operating income (loss): Offshore Energy Services 81,773 80,960 813 1.0 % Government Services (1,202) 4,099 (5,301) nm Other Services 1,584 2,821 (1,237) (43.8) % Corporate (7,904) (11,692) 3,788 32.4 % Total operating income 74,251 76,188 (1,937) (2.5) % Interest income 6,788 4,157 2,631 63.3 % Interest expense, net (26,044) (19,524) (6,520) (33.4) % Loss on extinguishment of debt (2,849) — (2,849) nm Other, net (14,283) 28,965 (43,248) nm Total other income (expense), net (36,388) 13,598 (49,986) nm Income before income taxes 37,863 89,786 (51,923) (57.8) % Income tax expense (3,618) (30,626) 27,008 88.2 % Net income 34,245 59,160 (24,915) (42.1) % Net loss (income) attributable to noncontrolling interests 15 (53) 68 nm Net income attributable to Bristow Group Inc. $ 34,260 $ 59,107 $ (24,847) (42.0) % Operating income margins: Offshore Energy Services 16 % 16 % Government Services (1) % 2 % Other Services 2 % 5 % Flight Hours by Segment Six Months Ended June 30, 2026 2025 Favorable (Unfavorable) Offshore Energy Services: Europe 15,875 17,587 (1,712) (9.7) % Americas 20,582 20,702 (120) (0.6) % Africa 10,833 9,611 1,222 12.7 % Total Offshore Energy Services 47,290 47,900 (610) (1.3) % Government Services 8,671 8,809 (138) (1.6) % Other Services 7,034 7,084 (50) (0.7) % 62,995 63,793 (798) (1.3) % 25 Table of Contents Offshore Energy Services Revenues from Offshore Energy Services were $23.4 million higher in the Current Year. Revenues in the Americas were $25.2 million higher primarily due to higher utilization in Brazil and Trinidad and higher rates in the U.S and Canada. Revenues in Africa were $3.8 million higher primarily due to lower penalties related to aircraft availability, higher rates, higher utilization and higher fuel revenues due to higher fuel prices, partially offset by the conclusion of fixed-wing operations. Revenues in Europe were $5.6 million lower primarily due to lower utilization and lower reimbursable revenues, partially offset by favorable foreign exchange rate impacts, higher rates and lower penalties related to aircraft availability. Operating income was $0.8 million higher in the Current Year primarily due to the higher revenues and higher earnings from unconsolidated affiliates of $2.3 million coupled with lower general and administrative expenses of $0.6 million, partially offset by higher depreciation and amortization expense of $16.4 million and higher operating expenses of $9.0 million. Earnings from unconsolidated affiliates were higher in the Current Year primarily due to the timing of dividends received. The decrease in general and administrative expenses was primarily due to lower IT and travel costs, partially offset by higher professional services fees. Depreciation and amortization expense was higher primarily due to the acceleration of depreciation on S76D medium helicopters and depreciation related to a base closure. Personnel costs were $8.6 million higher primarily due to increased headcount in Brazil and Africa related to increased activity, unfavorable foreign exchange rate impacts and higher overtime and benefits costs in Norway, partially offset by decreased headcount in the UK and the U.S. Fuel costs were $6.9 million higher primarily due to higher global fuel prices. Leased-in equipment costs were $3.0 million higher primarily due to increased aircraft and facilities leases. Other operating costs were $7.9 million lower primarily due to lower subcontractor costs, reimbursable expenses and training costs, partially offset by higher property and other taxes, freight costs and passenger and landing fees. Repairs and maintenance costs were $1.7 million lower primarily due to higher vendor credits. Government Services Revenues from Government Services were $41.7 million higher in the Current Year primarily due to the commencement of the IRCG and UKSAR2G operations of $34.3 million, favorable foreign exchange rate impacts of $8.0 million and higher fuel revenues of $1.0 million, partially offset by higher penalties of $1.9 million due to aircraft availability primarily attributable to OEM delays in the UK and Ireland, which have remained elevated in the Current Year. Operating income was $5.3 million lower primarily due to higher operating expenses of $41.6 million, higher depreciation and amortization expense of $2.9 million and higher general and administrative expenses of $2.5 million, offsetting the increased revenues. Other operating costs were $17.4 million higher primarily due to higher pass-through subcontractor costs related to the fixed wing element of the IRCG and UKSAR2G contracts, increased amortization of deferred costs for the bases that have commenced operations and higher training costs. Personnel costs were $16.8 million higher primarily due to increased headcount in Ireland and the recognition of costs that were previously deferred until the commencement of operations at the IRCG and UKSAR2G bases. Leased-in equipment costs were $1.3 million higher due to additional leased operating bases in the UK and Ireland. Repairs and maintenance costs were $3.9 million higher due to the timing of repairs. Fuel costs were $2.4 million higher due to higher global fuel prices and increased activity. Depreciation and amortization expense was $2.9 million higher due to the additional assets placed into service for IRCG and UKSAR2G. General and administrative expenses were $2.5 million higher primarily due to higher personnel costs related to the commencement of operations at IRCG. In summary, the operating income margin in the Current Year was adversely impacted by total penalties related to aircraft availability of $6.6 million in the UK and Ireland, fuel expenses in excess of fuel revenues of $1.4 million and certain transition costs that have persisted beyond the commencement of operations at select bases. 26 Table of Contents Other Services Revenues from Other Services were $8.5 million higher in the Current Year primarily due to increased activity in Australia, partially offset by lower revenues resulting from the conclusion of certain dry-lease contracts. Operating income from Other Services was $1.2 million lower primarily due to higher operating expenses of $10.2 million, offsetting the higher revenues of $8.5 million, and lower depreciation and amortization expenses of $0.5 million. Fuel costs were $4.9 million higher due to higher fuel prices. Personnel costs were $3.2 million higher due to increased headcount. Repairs and maintenance and other operating costs were $1.7 million higher primarily due to higher activity. Corporate Operating losses were $3.8 million lower than the Prior Year primarily due to increased gains on disposal of assets of $2.1 million and lower general and administrative expenses of $2.0 million. During the Current Year, the Company sold or otherwise disposed of one AW189 heavy helicopter as part of a sale lease-back transaction, one S92 heavy helicopter, one AS365 medium helicopter, one AW139 medium helicopter and various other assets resulting in net gains of $7.8 million. During the Prior Year, the Company sold or otherwise disposed of two AW139 medium helicopters and various other assets, resulting in net gains of $5.7 million. Interest income was $2.6 million higher in the Current Year primarily due to higher investment balances and income from U.S. Treasury bill investments related to escrowed funds used in the satisfaction and discharge of the 6.875% Senior Secured Notes. Interest expense, net was $6.5 million higher in the Current Year primarily due to lower capitalized interest related to aircraft that were placed into service of $4.5 million, higher interest expense of $2.8 million on higher debt balances and concurrent interest expense incurred during the refinancing of the Senior Secured Notes, partially offset by lower amortization of deferred financing costs of $0.7 million due to prepayments of principal on the Company’s UKSAR Debt in the Prior Year. Other expense, net was $14.3 million in the Current Year primarily due to foreign exchange losses of $12.2 million and pension-related costs of $2.8 million, partially offset by other income of $0.7 million related to gains on insurance proceeds. Other income, net was $29.0 million in the Prior Year primarily due to foreign exchange gains. Income tax expense was $27.0 million lower in the Current Year primarily due to lower pretax book income. Liquidity and Capital Resources General As of June 30, 2026, we had $312.3 million of unrestricted cash and $59.3 million of remaining availability under our ABL Facility for total liquidity of $371.6 million. As of June 30, 2026, approximately 43% of our total cash balance was held outside the U.S. 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. Summary of Cash Flows Six Months Ended June 30, 2026 2025 (in thousands) Cash flows provided by or (used in): Operating activities $ 32,826 $ 98,436 Investing activities (78,649) (59,588) Financing activities 56,546 (27,786) Operating Activities Operating cash flows were $65.6 million lower in the Current Year primarily due to the net working capital uses of cash and lower net income. Working capital uses of $71.5 million in the Current Year primarily resulted from an increase in accounts receivables due to increased activity, increases in other assets primarily related to start-up costs for new Government Services contracts as the costs are incurred prior to the full commencement of 27 Table of Contents revenues and a decrease in accounts payables and accrued liabilities primarily related to the timing of tax and OEM vendor payments at the end of the Current Quarter. Working capital uses of $22.3 million in the Prior Year primarily resulted from increases in inventory to support new contracts and to mitigate risks related to supply chain constraints and an increase in other assets primarily related to start-up costs for new Government Services contracts. Investing Activities During the Current Year, net cash used in investing activities was $78.6 million consisting of: •Capital expenditures of $108.7 million primarily related to payments for aircraft, leasehold improvements and purchases of equipment, partially offset by •Proceeds of $30.0 million from the sale of assets. During the Prior Year, net cash used in investing activities was $59.6 million consisting of: •Capital expenditures of $83.7 million primarily related to payments for aircraft, leasehold improvements and purchases of equipment, partially offset by •Proceeds of $24.1 million from the sale of assets. Financing Activities During the Current Year, net cash provided by financing activities was $56.5 million primarily consisting of: •Proceeds from borrowings of $500.0 million from the issuance of 6.750% Senior Notes, partially offset by •Repayments of debt of $413.7 million primarily related to the refinancing of the 6.875% Senior Notes and principal payments on secured equipment term loans, •Debt issuance costs of $11.9 million, •Share repurchases of $11.0 million, and •Dividend payments of $7.4 million. During the Prior Year, net cash used in financing activities was $27.8 million primarily consisting of: •Repayments of debt of $24.9 million related to the principal payments on secured equipment term loans, and •Share repurchases of $8.5 million, partially offset by •Proceeds from borrowings of $5.8 million. Effect of Exchange Rate Changes The effect of exchange rate changes on cash and cash equivalents denominated in currencies other than the reporting currency are reflected in a separate line on the condensed consolidated statement of cash flows. Through our foreign operations, we are exposed to currency fluctuations, and changes in the value of the GBP relative to the U.S. dollar have the most significant impacts to the effect of exchange rate changes on our cash, cash equivalents and restricted cash. Capital Allocation Framework We consistently evaluate the best uses of our cash flow and aim to yield the highest value and return on capital. Our capital allocation strategy includes the following: Balance Sheet: •Protect and maintain strong balance sheet and liquidity position. During the six months ended June 30, 2026, we completed the refinancing of our senior notes and ABL at lower rates and extended maturity dates in support of this target. •Structure leases and debt to facilitate financial flexibility. 28 Table of Contents Growth: •Pursue high impact, high return organic growth opportunities, which currently prioritizes the completion of the UKSAR2G contract transition. We are also currently upgrading our fleet with new AW189 helicopters configured for OES operations to meet customer demand and enhance profitability. •Assess other growth opportunities through potential mergers and acquisitions. We completed the acquisition of Berry Aviation, a provider of a broad range of aviation services, such as special missions, intelligence, surveillance and reconnaissance (ISR) operations, maintenance, repair and overhaul (MRO) services, training and mission support, UAS design and development capabilities, on-demand cargo (ODC) logistics for blue chip end-customers and aftermarket supply-chain aviation solutions. We also announced plans to pursue the sale of our Norway Offshore Energy Services business as part of our portfolio optimization strategy. The planned divestiture aligns with the Company's disciplined approach to capital allocation and strategic portfolio management. In addition, we are pursuing various AAM opportunities. Shareholder Capital Returns: •Pay a quarterly cash dividend. Bristow’s quarterly cash dividend program commenced in the first quarter of 2026, with an initial dividend payment of $0.125 per share ($0.50 per share annualized). •Opportunistically buy back shares using our $125 million share repurchase program. As of June 30, 2026, $121.0 million remained available of the $125.0 million stock purchase program authorized in February 2025. Material Cash Requirements Our primary sources of liquidity include unrestricted cash balances, cash flows from operations, borrowings under our ABL Facility and, from time to time, we may obtain additional liquidity through the issuance of equity, debt, other financing options or through asset sales. Our primary uses of liquidity include working capital needs to fund operations, meeting our capital commitments and growth expenditure plans (including the purchase of aircraft, property and other equipment), the repurchase of stock or debt securities, payment of debt service obligations and executing on our other capital allocation targets. We may, from time to time, redeem, repurchase, retire or otherwise acquire our outstanding debt through privately-negotiated transactions, open market purchases, redemptions, tender offers or otherwise, but we are under no obligation to do so. As of June 30, 2026, we had no near-term debt maturities, other than the current portion of long-term debt of $27.4 million, and our total debt balance, net of deferred financing fees, was $745.5 million which was comprised of the 6.750% Senior Notes due in February 2033, the UKSAR Debt maturing in March 2036, and the IRCG Debt maturing in June 2031. We believe that our cash flows from operations and other sources of liquidity will continue to be sufficient to meet working capital requirements, debt service obligations and capital expenditure commitments, while meeting capital allocation targets. Our long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our requirements for operations, debt service, capital expenditures and a reasonable return on investment. Contractual Obligations and Commercial Commitments We have various contractual obligations that are recorded as liabilities on our consolidated balance sheets. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities on our consolidated balance sheets. As of June 30, 2026, we had unfunded capital commitments of $58.8 million, consisting primarily of agreements to purchase two AW189 heavy helicopters, scheduled to be delivered in 2026 and 2027, and deposits for preferred aircraft delivery slots on five EL9 aircraft scheduled for delivery between 2029 and 2030 (subject to aircraft certification). In addition, the Company has outstanding options to purchase up to nine additional AW189 helicopters and six H135 light-twin helicopters. If these options are exercised, the AW189 helicopters and H135 helicopters would be scheduled for delivery between 2027 and 2028. The Company may, from time to time, purchase aircraft for which it has no orders. Orders to purchase electric vertical takeoff and landing and short takeoff and landing aircraft, collectively known as AAM aircraft, are subject to, among other things, deadlines for regulatory certification of such aircraft and minimum performance requirements. Failure to satisfy such deadlines or requirements would allow such orders to be terminated by the Company without further 29 Table of Contents liability and require the applicable manufacturer to refund certain deposits to the Company. In addition, the Company has outstanding options for several AAM aircraft models with various OEMs that do not involve financial commitments at this time. Lease Obligations From time to time, we may, under favorable market conditions and when necessary, enter into aircraft lease agreements in support of our global operations. We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, land and facilities used in our operations. The related lease agreements, which range from non-cancelable to month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options. As of June 30, 2026, aggregate undiscounted future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year were as follows (in thousands): Aircraft Other Total Remaining in 2026 $ 38,261 $ 5,909 $ 44,170 2027 59,269 8,480 67,749 2028 42,202 6,845 49,047 2029 23,540 4,615 28,155 2030 16,404 2,121 18,525 Thereafter 54,478 9,350 63,828 $ 234,154 $ 37,320 $ 271,474 Critical Accounting Estimates See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” of the Annual Report on Form 10-K for a discussion of our critical accounting estimates. There have been no material changes to our critical accounting policies and estimates since the Annual Report on Form 10-K. For discussion of recent accounting pronouncements and accounting changes, see Part I, Item 1, “Financial Statements”, Note 1 in this Quarterly Report on Form 10-Q.
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 f…
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. For additional information about our exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the Annual Report on Form 10-K. Our exposure to market risk has not changed materially since December 31, 2025.
Read original filing text →Except as set forth below, there have been no material changes in our risk factors, set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. Significant disruptions in the supply of aircraft fuel could have an adverse i…
Except as set forth below, there have been no material changes in our risk factors, set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. Significant disruptions in the supply of aircraft fuel could have an adverse impact on our operating results and financial condition. Aircraft fuel is critical to our operations. The timely and adequate supply of fuel to meet operational demand depends on the continued availability of reliable fuel supply sources as well as related service and delivery infrastructure. We depend significantly on the continued performance of our vendors and service providers to maintain supply integrity. To the extent our vendors and service providers are not able to maintain fuel supply integrity, such disruption to our aircraft fuel supply could have an adverse impact on our operating results and financial condition. Additionally, the market price of fuel has historically fluctuated substantially and continues to be volatile due to a multitude of unpredictable factors, including global crude oil prices, fuel supply and demand, geopolitical conflicts and instability, natural disasters, and fuel production and transportation infrastructure, as well as other, indirect factors. Changes in any of these factors could drive rapid, significant changes in fuel prices in short periods of time. For example, we are currently experiencing increased fuel prices due to the ongoing conflict with Iran. Although we are able to recoup fuel costs from our customers through the majority of our contracts, we may experience delays from the time the costs are incurred and the period in which we are able to assess such costs to our customers. Additionally, we may be unable to increase our rates enough to fully offset the impact of increases in fuel prices on certain contracts and in markets such as our regular passenger transport business in Australia, especially if such price increases were to sustain for a prolonged period. Therefore, any increase in our rates to offset increased fuel prices may take several months to implement, may not be sustainable, may reduce general demand for our services and may also eventually impact our operations, strategic growth and investment plans for the future.
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