Bristow(VTOL) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents Bristow Group Inc.'s unaudited condensed consolidated financial statements, including statements of operations, comprehensive income, balance sheets, changes in stockholders' equity, and cash flows for the periods ended June 30, 2025 and 2024, along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial line items Condensed Consolidated Statements of Operations The Condensed Consolidated Statements of Operations show a significant increase in net income attributable to Bristow Group Inc. for both the three and six months ended June 30, 2025, compared to the prior year, driven by higher total revenues and improved operating income, despite increased income tax expense | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $376,429 | $359,749 | $726,959 | $696,843 | | Operating income | $42,640 | $44,762 | $76,188 | $67,591 | | Income before income taxes | $52,222 | $37,436 | $89,786 | $46,576 | | Income tax expense | $(20,443) | $(9,245) | $(30,626) | $(11,753) | | Net income attributable to Bristow Group Inc. | $31,748 | $28,157 | $59,107 | $34,762 | | Basic EPS | $1.10 | $0.99 | $2.06 | $1.22 | | Diluted EPS | $1.07 | $0.96 | $1.98 | $1.19 | Condensed Consolidated Statements of Comprehensive Income The Condensed Consolidated Statements of Comprehensive Income show a substantial increase in total comprehensive income attributable to Bristow Group Inc. for both the three and six months ended June 30, 2025, primarily driven by positive currency translation adjustments, which significantly offset other comprehensive losses | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $31,779 | $28,191 | $59,160 | $34,823 | | Currency translation adjustments | $25,728 | $(800) | $38,175 | $(9,383) | | Total other comprehensive income (loss), net of tax | $22,208 | $(873) | $33,801 | $(12,978) | | Total comprehensive income attributable to Bristow Group Inc. | $53,956 | $27,284 | $92,908 | $21,784 | Condensed Consolidated Balance Sheets The Condensed Consolidated Balance Sheets indicate an increase in total assets and stockholders' equity as of June 30, 2025, compared to December 31, 2024, primarily due to growth in property and equipment, other assets, and retained earnings, while total liabilities also increased | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total current assets | $670,173 | $619,458 | | Property and equipment, net | $1,163,152 | $1,076,221 | | Total assets | $2,288,026 | $2,125,246 | | Total current liabilities | $371,132 | $325,900 | | Total liabilities | $1,304,038 | $1,233,974 | | Total stockholders' equity | $983,988 | $891,272 | Condensed Consolidated Statements of Changes in Stockholders' Equity The Condensed Consolidated Statements of Changes in Stockholders' Equity show an increase in total stockholders' equity from December 31, 2024, to June 30, 2025, primarily driven by net income and other comprehensive income, partially offset by share repurchases | Metric (in thousands) | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :-------------------- | :---------------- | :------------- | :------------ | | Total Stockholders' Equity | $891,272 | $931,303 | $983,988 | | Net income | - | $27,359 | $31,748 | | Share repurchases | - | $(2,495) | $(6,003) | | Other comprehensive income | - | $11,593 | $22,208 | Condensed Consolidated Statements of Cash Flows The Condensed Consolidated Statements of Cash Flows indicate a net increase in cash, cash equivalents, and restricted cash for the six months ended June 30, 2025, primarily due to strong cash flows from operating activities, which offset cash used in investing and financing activities | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $98,436 | $60,344 | | Net cash used in investing activities | $(59,588) | $(110,507) | | Net cash provided by (used in) financing activities | $(27,786) | $43,618 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $4,573 | $(1,827) | | Cash, cash equivalents and restricted cash at end of period | $255,854 | $181,835 | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS These notes provide essential details and explanations for the condensed consolidated financial statements, covering accounting policies, revenue recognition, debt, fair value measurements, derivatives, commitments, income taxes, stockholders' equity, earnings per share, and segment information, offering a deeper understanding of the company's financial position and performance Note 1. BASIS OF PRESENTATION, CONSOLIDATION AND SIGNIFICANT ACCOUNTING POLICIES This note outlines the basis for preparing the condensed consolidated financial statements, adhering to U.S. GAAP and SEC regulations for interim reporting, and details the company's consolidation policy, use of accounting estimates, reclassification practices, and the evaluation of recent accounting pronouncements, including ASU 2024-03 on expense disaggregation - The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and SEC rules for interim reporting, and should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2024[17] - The company consolidates wholly and majority-owned subsidiaries and variable interest entities where it is the primary beneficiary, eliminating all significant inter-company accounts and transactions[18] - ASU 2024-03, effective for annual periods after December 15, 2026, requires footnote disclosure of disaggregated expenses (inventory purchases, employee compensation, depreciation, amortization) and is currently being evaluated for its impact on financial statements[22] Note 2. REVENUES Revenue is recognized when performance obligations are satisfied, primarily from offshore energy companies and government agencies, and is disaggregated by segment. Deferred revenues, mainly from advanced payments, significantly increased from December 31, 2024, to June 30, 2025, with a substantial portion anticipated to be recognized in future years | Segment (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Offshore Energy Services | $252,810 | $249,693 | $492,595 | $479,588 | | Government Services | $92,499 | $79,578 | $178,442 | $161,750 | | Other Services | $31,120 | $30,478 | $55,922 | $55,505 | | Total Revenues | $376,429 | $359,749 | $726,959 | $696,843 | | Deferred Revenues (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------- | :------------ | :---------------- | | Short-term | $24,262 | $15,186 | | Long-term | $24,589 | $8,385 | | Total deferred revenues | $48,851 | $23,571 | - Revenues recognized from previously deferred amounts were $8.6 million for the six months ended June 30, 2025, compared to $10.3 million for the same period in 2024[25] Note 3. RELATED PARTY TRANSACTIONS The Company engages in transactions with Cougar Helicopters Inc., an affiliate where it holds a 25% voting and 40% economic interest, and its co-owner VIH Aviation Group Ltd., involving the leasing of aircraft and facilities and inventory purchases. Revenues from related parties decreased, while payments to related parties increased for the six months ended June 30, 2025, compared to the prior year | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues from related parties | $6,813 | $10,038 | $13,669 | $17,159 | | Payments to related parties | $1,037 | $1,002 | $2,684 | $2,088 | - Receivables from related parties were $1.0 million as of June 30, 2025, a slight decrease from $1.1 million as of December 31, 2024[29] Note 4. DEBT The Company's total debt increased to $705.2 million as of June 30, 2025, from $689.8 million at December 31, 2024, primarily due to a draw on the IRCG Debt facility, partially offset by principal payments on UKSAR Debt, including voluntary prepayments | Debt Type (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | 6.875% Senior Notes | $396,314 | $395,610 | | UKSAR Debt | $195,396 | $200,273 | | IRCG Debt | $113,481 | $93,900 | | Total debt | $705,191 | $689,783 | | Less current maturities | $(24,779) | $(18,614) | | Total long-term debt | $680,412 | $671,169 | - During the six months ended June 30, 2025, the Company made principal payments of $24.9 million on its UKSAR Debt, including $15.3 million in voluntary prepayments[31] - In February 2025, the Company drew approximately $5.8 million (€5.6 million) under the IRCG Debt facility, with the first principal payment due in June 2026[32] Note 5. FAIR VALUE DISCLOSURES The Company's debt is measured at fair value using Level 2 inputs, based on discounted cash flow analysis and estimated current rates for similar arrangements. As of June 30, 2025, the fair value of total debt was $719.5 million, slightly higher than its carrying amount of $705.2 million | Debt Type (in thousands) | Carrying Amount (June 30, 2025) | Fair Value (Level 2, June 30, 2025) | | :----------------------- | :------------------------------ | :---------------------------------- | | 6.875% Senior Notes | $396,314 | $408,866 | | UKSAR Debt | $195,396 | $195,558 | | IRCG Debt | $113,481 | $115,041 | | Total Debt | $705,191 | $719,465 | Note 6. DERIVATIVE FINANCIAL INSTRUMENTS The Company uses derivative instruments, primarily foreign exchange options and forward contracts, to hedge foreign currency risks on future cash flows, classifying them as cash flow hedges. As of June 30, 2025, the total notional amount of outstanding cash flow hedges was $59.2 million, with an estimated $1.1 million in net losses expected to be reclassified into earnings within the next 12 months - Total notional amounts of outstanding cash flow hedges decreased from $82.2 million at December 31, 2024, to $59.2 million at June 30, 2025[39] - An estimated $1.1 million of net losses from accumulated other comprehensive income is expected to be reclassified into earnings within the next 12 months[40] | Derivative Type (in thousands) | Fair Value Asset (June 30, 2025) | Fair Value Liability (June 30, 2025) | Fair Value Asset (December 31, 2024) | Fair Value Liability (December 31, 2024) | | :----------------------------- | :------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Foreign exchange forward contracts | $886 | $1,967 | $1,351 | $1,871 | Note 7. COMMITMENTS AND CONTINGENCIES As of June 30, 2025, the Company had unfunded capital commitments of $128.5 million, primarily for the purchase of seven AW189 heavy helicopters and one AW139 medium helicopter, scheduled for delivery in 2025 and 2026. Additionally, the Company holds options for up to 20 more helicopters and is involved in various litigation matters, for which management believes potential exposures would not materially affect its financial position - Unfunded capital commitments totaled $128.5 million as of June 30, 2025, primarily for seven AW189 heavy helicopters and one AW139 medium helicopter, with deliveries expected in 2025 and 2026[42][43] - The Company has outstanding options to purchase an additional ten AW189 helicopters (2026-2028 delivery) and ten H135 helicopters (2027-2028 delivery)[43] - The Company is involved in general litigation and disputes, including potential tax claims in international jurisdictions, but does not expect these to have a material effect on its business or financial results[44][45] Note 8. INCOME TAXES The Company's effective tax rate increased significantly for both the three and six months ended June 30, 2025, compared to the prior year, primarily due to changes in the global mix of earnings and deductible business interest expense, partially offset by deferred tax asset recognition. The recently enacted U.S. tax bill, OBBBA, which extends key elements of the previous Tax Cuts and Jobs Act, is being evaluated for its future impact | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax expense | $20.4 million | $9.2 million | $30.6 million | $11.8 million | | Effective tax rate | 39.1% | 24.7% | 34.1% | 25.2% | - The effective tax rate for the six months ended June 30, 2025, was impacted by the global mix of earnings and deductible business interest expense, partially offset by deferred tax asset recognition[47] - The 'One Big Beautiful Bill Act' (OBBBA) was signed into U.S. law in July 2025, extending key tax provisions, and the Company is evaluating its impact on future financial statements[49] Note 9. STOCKHOLDERS' EQUITY The Board of Directors approved a new $125.0 million stock repurchase program in February 2025, under which the Company repurchased $3.9 million of common stock during the three months ended June 30, 2025. Accumulated other comprehensive loss decreased significantly, primarily due to positive currency translation adjustments - A new $125.0 million stock repurchase program was approved in February 2025, with $121.1 million remaining available as of June 30, 2025[50][51] - During the three months ended June 30, 2025, the Company repurchased 119,841 shares of common stock for $3.9 million, at an average cost of $32.41 per share[51] | Accumulated Other Comprehensive Income (Loss) (in thousands) | December 31, 2024 | June 30, 2025 | | :------------------------------------------------- | :---------------- | :------------ | | Currency Translation Adjustments | $(49,903) | $(11,728) | | Pension Liability Adjustments | $(43,367) | $(47,442) | | Unrealized gain (loss) on cash flow hedges | $(399) | $(698) | | Total | $(93,669) | $(59,868) | Note 10. EARNINGS PER SHARE Basic and diluted earnings per common share increased for both the three and six months ended June 30, 2025, compared to the prior year, reflecting higher net income attributable to Bristow Group Inc. and a slight increase in weighted average shares outstanding | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income attributable to Bristow Group Inc. | $31,748 | $28,157 | $59,107 | $34,762 | | Basic EPS | $1.10 | $0.99 | $2.06 | $1.22 | | Diluted EPS | $1.07 | $0.96 | $1.98 | $1.19 | | Weighted average shares outstanding – basic | 28,824 | 28,476 | 28,746 | 28,404 | | Weighted average shares outstanding – diluted | 29,788 | 29,462 | 29,826 | 29,334 | Note 11. SEGMENTS Bristow operates through three reportable segments: Offshore Energy Services, Government Services, and Other Services. The Offshore Energy Services segment showed strong operating income, while Government Services experienced a decline in operating income despite revenue growth due to higher contract-related expenses. Capital expenditures varied significantly across segments, with Government Services having the highest for the six months ended June 30, 2025 - Offshore Energy Services provides aviation services to offshore energy installations globally[56] - Government Services provides search and rescue (SAR) and support helicopter services to government agencies globally[56] - Other Services includes fixed wing services, dry-leasing aircraft, and part sales[56] | Segment (in thousands) | Revenues (3M ended June 30, 2025) | Operating Income (Loss) (3M ended June 30, 2025) | Revenues (6M ended June 30, 2025) | Operating Income (Loss) (6M ended June 30, 2025) | | :--------------------- | :-------------------------------- | :----------------------------------------------- | :-------------------------------- | :----------------------------------------------- | | Offshore Energy Services | $252,810 | $43,595 | $492,595 | $80,960 | | Government Services | $92,499 | $(1,912) | $178,442 | $4,099 | | Other Services | $31,120 | $3,443 | $55,922 | $2,821 | | Corporate | — | $(2,486) | — | $(11,692) | | Total Consolidated | $376,429 | $42,640 | $726,959 | $76,188 | | Capital Expenditures (in thousands) | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :---------------------------------- | :------------------------------- | :----------------------------- | | Offshore Energy Services | $5,690 | $28,335 | | Government Services | $22,623 | $51,158 | | Other Services | $3,304 | $4,184 | | Total capital expenditures | $31,617 | $83,677 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and operational results, offering detailed comparisons of performance across segments for the current quarter and year against prior periods, discussing liquidity, capital resources, and strategic initiatives, while also highlighting forward-looking statements and critical accounting estimates Forward-Looking Statements This section outlines the nature of forward-looking statements within the report, emphasizing that they involve significant risks and uncertainties that could cause actual results to differ materially from projections. It advises readers not to place undue reliance on these statements and lists key factors that could impact future performance, such as supply chain disruptions, reliance on limited suppliers and customers, and geopolitical risks - Forward-looking statements are subject to significant known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results to differ materially[65] - Key risk factors include the impact of supply chain disruptions and inflation, reliance on a limited number of helicopter manufacturers and customers, and the inability to execute diversification strategies[66][68] - The Company disclaims any obligation to update or revise forward-looking statements unless required by law[70] Overview Bristow Group Inc. is a leading global provider of vertical flight solutions, primarily offering aviation services to offshore energy companies and government entities, including personnel transportation, SAR, medevac, and fixed-wing services. The company operates across three segments: Offshore Energy Services, Government Services, and Other Services, serving customers in numerous countries, with operations typically experiencing lower revenues during winter months due to reduced daylight hours - Bristow Group Inc. is a global provider of innovative and sustainable vertical flight solutions, serving offshore energy companies and government entities[71] - Services include personnel transportation, search and rescue (SAR), medevac, fixed-wing transportation, unmanned systems, and ad-hoc helicopter services[71] - The business is comprised of three operating segments: Offshore Energy Services, Government Services, and Other Services, with operations in countries like Australia, Brazil, Canada, and the UK[71][72] Recent Developments Bristow Group Inc. recently expanded its strategic partnership with Vertical Aerospace to accelerate the commercial deployment of eVTOL aircraft, aiming to create a capital-light 'ready-to-fly' operations platform. The Company also released its 2024 Sustainability Report, highlighting achievements in safety, SAR missions, and the development of electric and hybrid propulsion technologies - Bristow expanded its strategic partnership with Vertical Aerospace to accelerate the commercial deployment of eVTOL aircraft (VX4), aiming to create a 'ready-to-fly' operations platform[74] - The 2024 Sustainability Report highlighted a 32% reduction in lost workdays, 470 individuals rescued by the UK SAR team across 2,870 missions, expanded SAR capabilities into Ireland, and involvement in electric/hybrid propulsion aircraft development[75] Fleet Information As of June 30, 2025, Bristow's fleet comprises 211 aircraft, including 193 helicopters, 14 fixed-wing aircraft, and 4 Unmanned Aerial Systems (UAS), with an average helicopter age of 15 years. The fleet is strategically managed across its segments, with 15 aircraft under construction and options for an additional 20 helicopters to meet future demand | Type of Aircraft | Owned Aircraft | Leased Aircraft | Total Aircraft | Average Age (years) | | :--------------- | :------------- | :-------------- | :------------- | :------------------ | | Heavy Helicopters | 53 | 33 | 86 | 15 (S92), 8 (AW189) | | Medium Helicopters | 63 | 5 | 68 | 14 (AW139), 13 (S76) | | Light—Twin Engine Helicopters | 14 | — | 14 | 18 (AW109), 9 (H135) | | Light—Single Engine Helicopters | 25 | — | 25 | 26 (AS350), 19 (AW119) | | Total Helicopters | 155 | 38 | 193 | 15 | | Fixed Wing | 9 | 5 | 14 | | | UAS | 4 | — | 4 | | | Total Fleet | 168 | 43 | 211 | | - As of June 30, 2025, 15 aircraft are under construction (10 heavy, 4 medium, 1 light-twin), and the Company holds options for 10 AW189 heavy helicopters and 10 H135 light-twin helicopters[82] | Segment | Percentage of Total Revenues | Helicopters (Heavy) | Helicopters (Medium) | Helicopters (Light Twin) | Helicopters (Light Single) | Fixed Wing | UAS | Total | | :--------------------- | :--------------------------- | :------------------ | :------------------- | :----------------------- | :------------------------- | :--------- | :-- | :---- | | Offshore Energy Services | 68% | 57 | 60 | 11 | — | 1 | — | 129 | | Government Services | 25% | 29 | 7 | 3 | 20 | — | 4 | 63 | | Other Services | 7% | — | 1 | — | 5 | 13 | — | 19 | Results of Operations Bristow's results of operations show increased total revenues and net income for both the current quarter and year compared to prior periods. Offshore Energy Services demonstrated strong performance, while Government Services experienced revenue growth but a decline in operating income due to higher contract-related expenses. Corporate operating losses decreased due to increased gains on asset disposals Results of Operations for Current Quarter compared to Preceding Quarter For the three months ended June 30, 2025, total revenues increased by 7.4% to $376.4 million, and net income attributable to Bristow Group Inc. rose by 16.0% to $31.7 million, compared to the preceding quarter. This growth was driven by higher utilization across all segments, particularly in Offshore Energy Services and Other Services, and increased gains on asset disposals in Corporate, despite a decline in Government Services operating income | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended March 31, 2025 | Change (Favorable/Unfavorable) | Percentage Change | | :-------------------- | :------------------------------- | :-------------------------------- | :----------------------------- | :---------------- | | Total revenues | $376,429 | $350,530 | $25,899 | 7.4% | | Operating income | $42,640 | $33,548 | $9,092 | 27.1% | | Income before income taxes | $52,222 | $37,564 | $14,658 | 39.0% | | Net income attributable to Bristow Group Inc. | $31,748 | $27,359 | $4,389 | 16.0% | - Offshore Energy Services revenues increased by $13.0 million (5.4%), driven by higher utilization and favorable foreign exchange in Europe, Americas, and Africa[84][87] - Government Services revenues increased by $6.6 million (7.6%) due to the Irish Coast Guard (IRCG) contract transition and higher UKSAR utilization, but operating loss was $1.9 million due to higher subcontractor and personnel costs[84][88] - Corporate operating losses decreased by $6.7 million (73.0%) primarily due to $6.2 million in net gains on disposal of two AW139 helicopters[84][90] Results of Operations for Current Year compared to Prior Year For the six months ended June 30, 2025, total revenues increased by 4.3% to $727.0 million, and net income attributable to Bristow Group Inc. surged by 70.0% to $59.1 million, compared to the prior year. This significant improvement was driven by higher revenues in Offshore Energy Services and Government Services, coupled with a substantial increase in other income (primarily foreign exchange gains) and reduced corporate operating losses | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Favorable/Unfavorable) | Percentage Change | | :-------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :---------------- | | Total revenues | $726,959 | $696,843 | $30,116 | 4.3% | | Operating income | $76,188 | $67,591 | $8,597 | 12.7% | | Income before income taxes | $89,786 | $46,576 | $43,210 | 92.8% | | Net income attributable to Bristow Group Inc. | $59,107 | $34,762 | $24,345 | 70.0% | - Offshore Energy Services revenues increased by $13.0 million (2.7%), primarily due to higher utilization and additional aircraft capacity in Africa, partially offset by lower utilization in Europe[94][97] - Government Services revenues increased by $16.7 million (10.3%) due to the commencement of the IRCG contract ($11.3 million) and higher UKSAR revenues ($5.9 million) from the UKSAR2G contract, but operating income decreased by $10.3 million due to higher expenses related to new contracts[94][98] - Other income, net, significantly improved by $35.2 million, moving from a $6.3 million loss in the prior year to a $29.0 million gain in the current year, primarily due to foreign exchange gains[94][102] Liquidity and Capital Resources As of June 30, 2025, Bristow had $316.5 million in total liquidity, comprising $251.8 million in unrestricted cash and $64.7 million in ABL Facility availability. The Company's capital allocation framework prioritizes strengthening the balance sheet by reducing gross debt to approximately $500 million by the end of 2026, pursuing high-return organic growth opportunities, and returning capital to shareholders through a stock repurchase program and a planned quarterly cash dividend starting in Q1 2026 - Total liquidity as of June 30, 2025, was $316.5 million, consisting of $251.8 million in unrestricted cash and $64.7 million in ABL Facility availability[104] | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Operating activities | $98,436 | $60,344 | | Investing activities | $(59,588) | $(110,507) | | Financing activities | $(27,786) | $43,618 | | Effect of exchange rate changes | $(6,489) | $4,718 | | Net increase (decrease) in cash | $4,573 | $(1,827) | - The capital allocation framework aims to reduce gross debt to approximately $500 million by the end of 2026, pursue high-impact organic growth (IRCG and UKSAR2G contract transitions, AW189 upgrades), and initiate a quarterly cash dividend of $0.125 per share ($0.50 annualized) starting in Q1 2026[110][117] - The Company repurchased $8.5 million of treasury stock during the six months ended June 30, 2025, and $121.1 million remaining available under the $125.0 million stock repurchase program[109][117] - Unfunded capital commitments totaled $128.5 million as of June 30, 2025, primarily for helicopter purchases, with aggregate undiscounted future operating lease payments of $303.2 million[115][118] Critical Accounting Estimates This section refers to the discussion of critical accounting estimates in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, noting that there have been no material changes to these policies and estimates since that report - There have been no material changes to the Company's critical accounting policies and estimates since the Annual Report on Form 10-K for the year ended December 31, 2024[122] Item 3. Quantitative and Qualitative Disclosures about Market Risk The Company is exposed to market risks from financial instruments, primarily due to potential changes in foreign currency exchange rates, credit risk, and interest rates. This section refers to the Annual Report on Form 10-K for detailed disclosures, noting no material changes in market risk exposure since December 31, 2024 - The Company is subject to market risks from financial instruments, including foreign currency exchange rates, credit risk, and interest rates[124] - There has been no material change to the Company's exposure to market risk since December 31, 2024[125] Item 4. Controls and Procedures Management, including the CEO and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures as of June 30, 2025, concluding they were effective. No material changes to internal control over financial reporting occurred during the quarter - The Company's disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[126] - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2025[127] PART II. OTHER INFORMATION Item 1A. Risk Factors This section refers to the detailed discussion of the Company's risk factors provided in Part I, Item 1A of its Annual Report on Form 10-K - For a detailed discussion of risk factors, refer to Part I, Item 1A, 'Risk Factors' of the Annual Report on Form 10-K[129] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the three months ended June 30, 2025, the Company repurchased 119,841 shares of common stock under its $125.0 million stock repurchase program, with $121.1 million remaining available. Additionally, 71,514 shares were purchased in connection with employee tax withholding obligations, which are not part of the public program | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | | :------------------------- | :------------------------------- | :--------------------------- | :--------------------------------------------------------------- | :--------------------------------------------------------------------------------------- | | April 1, 2025 - April 30, 2025 | — | $— | — | $125,000,000 | | May 1, 2025 - May 31, 2025 | 45,339 | $29.97 | — | $125,000,000 | | June 1, 2025 - June 30, 2025 | 146,016 | $31.85 | 119,841 | $121,115,803 | - 71,514 shares were purchased in connection with employee tax withholding obligations, separate from the publicly announced stock repurchase program[130] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities during the period - No defaults upon senior securities occurred[131] Item 4. Mine Safety Disclosures This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the registrant[132] Item 5. Other Information During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[133] Item 6. Exhibits This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including organizational documents, equity incentive plan amendments, certifications by the CEO and CFO, and XBRL interactive data files - Exhibits include Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Amendment No. 3 to Bristow Group Inc. 2021 Equity Incentive Plan, Rule 13a-14(a) Certifications by CEO and CFO, and XBRL Instance Document and Taxonomy Extension Documents[135] SIGNATURES The report is duly signed on behalf of Bristow Group Inc. by Jennifer D. Whalen, Senior Vice President and Chief Financial Officer, and Donna L. Anderson, Vice President and Chief Accounting Officer, on August 5, 2025 - The report was signed by Jennifer D. Whalen, Senior Vice President, Chief Financial Officer, and Donna L. Anderson, Vice President, Chief Accounting Officer, on August 5, 2025[138]