Bristow Group Inc

The following is a discussion and analysis of our financial condition and results of operations for the twelve months ended December 31, 2023 and 2022. Due to our fiscal year transition from March 31 to December 31, the comparative twelve months ended December 31, 2022, is reflected on an unaudited pro forma basis. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and the other financial information included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Item 1.A. Risk Factors” and elsewhere in this Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements.

A discussion of the financial condition and results of operations for the nine months ended December 31, 2022 and 2021 can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Transition Report on Form 10-KT, filed with the SEC on March 9, 2023.

Overview

We are the leading global provider of innovative and sustainable vertical flight solutions, primarily providing aviation services to a broad base of offshore energy companies and government entities. Our helicopters are primarily used to transport personnel to, from and between offshore energy installations. During the twelve months ended December 31, 2023 and 2022, approximately 64% and 67%, respectively, of our total operating revenues were derived from offshore energy services while approximately 27% and 24%, respectively, were derived from government services primarily consisting of public sector SAR services, and approximately 9% and 9%, respectively, were derived from fixed wing and other services.

We conduct our business out of one segment, aviation services, and serve customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, India, Ireland, the Kingdom of Saudi Arabia, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the UK and U.S.

Recent Developments

Bristow Helicopter Accident

On February 28, 2024, one of Bristow’s SAR helicopters, registration LN-OIJ with six crew members onboard, was involved in an accident during a training exercise approximately 15 nautical miles west of Bergen, Norway. Very sadly, one fatality was confirmed. The other five crew members have either been released or are in stable condition in the hospital. Bristow’s highest priority is to take care of our crew and their family members and provide them with any assistance needed. The Company is in the process of collecting pertinent information and will provide updates as appropriate. Bristow is fully cooperating with authorities investigating the accident.

Agreement to Purchase New AW189 Helicopters

On February 27, 2024, Bristow signed an agreement with Leonardo for 10 AW189 super medium helicopters plus options to purchase an additional 10 AW189 helicopters. The new AW189 helicopters will support offshore transport as well as search and rescue (SAR) missions. Bristow currently operates 21 AW189 helicopters globally, with an additional five already scheduled for delivery beginning this year. In addition to its Offshore Energy Services business, Bristow also operates SAR-equipped AW189 helicopters in its Government Services business. The new aircraft will offer added flexibility as well as superior operational and environmental performance, including lower CO2 emissions than comparable aircraft types. The aircraft deliveries will occur over a three-year period from 2025-2028.

Strategic Partnership with The Helicopter and Jet Company (THC)

On February 28, 2024, Bristow announced a Memorandum of Understanding (MOU) with The Helicopter and Jet Company (THC), Saudi Arabia's premier provider of commercial helicopter services and fully owned by the Public Investment

Fund (PIF). The two companies plan to work together on advanced air mobility (AAM) initiatives in the Kingdom of Saudi Arabia as well as other collaborative vertical lift endeavors.

Entry into a Long-Term Equipment Agreement

In January 2024, Bristow entered into a new twelve-year secured equipment financing for an aggregate principal amount of up to £55 million with a syndicate of banks led by National Westminster Bank Plc (“NatWest”). The proceeds from the financing will be used to support Bristow's capital commitments related to the UKSAR2G contract. Bristow's obligations will be secured by four new Leonardo AW139 SAR configured helicopters, yet to be delivered. The credit facility has a 15-month availability period and is expected to fund during 2024, subject to delivery of the new SAR configured helicopters. The credit facility will bear interest at a rate equal to the Sterling Overnight Index Average (“SONIA”) plus 2.75% per annum.

Bristow contemporaneously entered into amendments and restatements of the credit facilities with respect to the other two existing tranches of the NatWest Debt (as defined in Note 6 to the consolidated financial statement) in order to, among other things, reflect that certain subsidiaries will be providing guarantees of the term loans under the NatWest Debt.