Bristow Group (VTOL) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01Our 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
2. 02Failure 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
3. 03Our dependence on a small number of helicopter manufacturers and lessors has adversely affected us and could continue to adversely affect us
4. 04A decline in market demand for specific helicopter models in our fleet or our failure to timely develop and implement technological advances could materially adversely affect our business, financial condition and results of operations
5. 05The market value of our helicopter fleet is dependent on a number of external factors
6. 06Our failure to attract and retain qualified personnel, and retirements or other shortages of pilots and engineers could adversely affect our business, financial condition and results of operations25% rewritten
7. 07Collective bargaining or union agreements covering certain of our employees will be renegotiated in 2026; labor problems, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements, could adversely affect us24% rewritten
8. 08Foreign exchange risks and controls may affect our financial position and results of operations
9. 09In order to support our business, we may require additional capital in the future that may not be available to us
10. 10Our efforts to diversify into other aviation services and expand into additional international markets may prove unsuccessful
11. 11We are dependent upon the level of activity in the North Sea and the U.S. Gulf of America, which are mature exploration and production regions
12. 12Disruptions in the political, regulatory, economic, and social environments of the countries in which we operate, as well as changes in trade restrictions, could adversely affect our financial condition, results of operations and cash flows23% rewritten
13. 13We are exposed to the credit risk of our limited number of counterparties, the majority of which are highly dependent on the financial condition of the offshore energy industry
14. 14Our failure to dispose of aircraft through sales into the aftermarket could adversely affect us
15. 15Our operations are subject to weather-related and seasonal fluctuations

Risks Related to Our Customers, Contracts and the Offshore Energy Industry

1. 16Our industry is highly competitive and cyclical, with intense price competition, and our focus on quality of service rather than cost-saving measures could reduce the demand for our services
2. 17Some of our contracts can be terminated or downsized by our customers47% rewritten
3. 18Our UK SAR contract can be terminated at will and is subject to certain other rights of the DfT
4. 19Our customers may shift risk to us
5. 20Reductions 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 operations27% rewritten
6. 21Our fixed operating expenses and long-term contracts with customers could adversely affect our business under certain circumstances
7. 22Significant disruptions in the supply of aircraft fuel could have an adverse impact on our operating results and financial condition
8. 23Consumer preferences for alternative fuels, including increases thereto as part of the global energy transition, may lead to reduced demand for our services
9. 24The demand for our services is substantially dependent on the level of offshore energy exploration, development and production activity
10. 25Changing sentiments with respect to sustainability matters may impact our business, financial results or stock priceNew
11. 26capital markets. The adoption and expansion of sustainability-related regulation may also result in increased capital expenditures and compliance, operational and other costs to usNew
12. 27In recent years, certain stakeholders and regulators have also proposed or enacted “anti-ESG” policies, legislation or initiatives. This divergence in stakeholder expectations could expose us to reputational risks and potentially disrupt relationships with certain stakeholdersNew

Risks Related to Legal, Tax and Regulatory Matters

1. 28We have experienced cybersecurity incidents in the past, and cybersecurity breaches or business system disruptions may adversely affect our business in the future
2. 29We operate in certain 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 ownership35% rewritten
3. 30Environmental regulations and liabilities may increase our costs and adversely affect our business46% rewritten
4. 31We 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
5. 32Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy and data protection25% rewritten
6. 33Actions 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
7. 34Covenants in our debt agreements may restrict the manner in which we can operate our business
8. 35Adverse results of legal proceedings could materially and adversely affect our business, financial condition and results of operations
9. 36Changes 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 operations32% rewritten

Risks Related to Our Common Stock and Corporate Structure

1. 37We may be unable to meet our capital allocation framework, which could decrease expected returns on investment in our common stockNew
2. 38Our capital allocation framework includes goals of paying down our debt and returning capital to our stockholders through share repurchases and dividends. There can be no assurance that we will seek or be able to do any of the foregoing on terms acceptable to us or at allNew
3. 39Provisions in our certificate of incorporation, our bylaws and Delaware law may discourage, delay or prevent a change of control of our business or changes in our management
4. 40Regulations limit foreign ownership of our business, 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
5. 41Our certificate of incorporation includes a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us