HOUSTON,
Texas, May 31, 2022 /PRNewswire/ --
- Total revenues of $287.4 million
in Q4 FY22 compared to $295.6 million
in Q3 FY22
- Net loss of $4.3 million, or
$(0.15) per diluted share, in Q4
FY22
- EBITDA adjusted to exclude special items and asset dispositions
was $35.9 million in Q4 FY22 compared
to $30.7 million in Q3 FY22
- As of March 31, 2022, unrestricted cash balance was
$263.8 million with total liquidity
of $318.7 million
- Amended and extended asset-based revolving credit facility (the
"ABL Facility") until 2027
- Announced acquisition of British International Helicopters
Limited ("BIH"), expanding government services business
Bristow Group Inc. (NYSE: VTOL) today reported net loss
attributable to the Company of $4.3
million, or $(0.15) per
diluted share, for its fiscal fourth quarter ended March 31,
2022 ("Current Quarter") on operating revenues of $275.6 million compared to net loss attributable
to the Company of $0.1 million, or
$0.00 per diluted share, for the
quarter ended December 31, 2021 ("Preceding Quarter") on
operating revenues of $285.0
million.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") was $26.0 million in the
Current Quarter compared to $26.0
million in the Preceding Quarter. EBITDA adjusted to exclude
special items and gains or losses on asset dispositions was
$35.9 million in the Current Quarter
compared to $30.7 million in the
Preceding Quarter. The following table provides a bridge between
EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding gains or
losses on asset dispositions. See Reconciliation of Non-GAAP
Metrics for a reconciliation of net income (loss), the most
directly comparable GAAP (as defined below) measure, to EBITDA and
Adjusted EBITDA (in thousands) (unaudited).
|
Three Months Ended
|
|
March 31, 2022
|
|
December 31, 2021
|
EBITDA
|
$
26,044
|
|
$
26,009
|
Special
items:
|
|
|
|
Restructuring
costs
|
$
2,113
|
|
$
17
|
PBH intangible
amortization
|
3,062
|
|
3,060
|
Merger and
integration costs
|
824
|
|
34
|
Reorganization
items, net
|
43
|
|
29
|
Nonrecurring
professional services fees
|
3,796
|
|
2,253
|
|
$
9,838
|
|
$
5,393
|
Adjusted
EBITDA
|
$
35,882
|
|
$
31,402
|
Loss (gain) on
disposal of assets
|
41
|
|
(727)
|
Adjusted EBITDA
excluding asset dispositions
|
$
35,923
|
|
$
30,675
|
"We were pleased to announce plans to acquire British
International Helicopters Limited ("BIH"), expanding Bristow's
government services offering to the provision of search and rescue
and personnel transportation services in the Falkland Islands and establishing an important
new relationship with the British Armed Forces," said Chris Bradshaw, President and CEO of Bristow
Group. "Over the last year, Bristow's world-leading government
services business has expanded beyond the important U.K. and U.S.
government contracts to also include the
Netherlands, the Dutch Caribbean and now the Falkland Islands. Bristow is well-positioned
to further expand our government and military services business to
additional contracts in existing jurisdictions as well as new
countries looking for a trusted and reliable provider of their most
critical missions."
Sequential Quarter
Results
Operating revenues in the Current Quarter were $9.4 million lower compared to the Preceding
Quarter. Operating revenues from oil and gas services were
$5.6 million lower primarily due to
lower utilization in the Americas and Africa regions, partially offset by higher
revenues in the Europe region.
Operating revenues from government services were consistent with
the Preceding Quarter. Operating revenues from fixed wing services
were $3.7 million lower primarily due
to seasonality and lower utilization.
Operating expenses were $4.2
million lower in the Current Quarter primarily due to lower
repairs and maintenance expenses.
General and administrative expenses were $0.7 million higher in the Current Quarter
primarily due to increased compensation expense and severance
costs.
Merger and integration costs were $0.8
million higher in the Current Quarter primarily due to
aircraft lease return costs related to the Merger.
Restructuring costs were $2.1
million higher in the Current Quarter primarily due to
severance costs in the Africa
region.
There were no significant asset dispositions in the Current
Quarter. During the Preceding Quarter, the Company sold one fixed
wing aircraft and other equipment, resulting in gains of
$0.7 million.
Other income, net of $13.0 million
in the Current Quarter resulted from foreign exchange gains of
$6.0 million, government grants in
fixed wing services of $3.8 million,
a gain on the sale of inventory of $1.9
million, insurance gains of $0.8
million and a favorable interest adjustment to the Company's
pension liability of $0.6 million.
Other income, net of $4.0 million in
the Preceding Quarter was primarily related to government grants in
fixed wing services of $3.2 million
and a favorable interest adjustment to the Company's pension
liability of $0.7 million.
Income tax expense was $3.3
million in the Current Quarter compared to income tax
benefit of $1.6 million in the
Preceding Quarter. The change in income tax expense in the Current
Quarter was driven by the tax impact of net operating losses and
valuation allowances on the Company's net losses and the tax impact
of deductible business interest expense.
Full Fiscal Year Results
Bristow reported net loss attributable to the Company of
$15.8 million, or loss per diluted
share of $(0.55), for the fiscal year
ended March 31, 2022 ("Current Year") on operating revenues of
$1.1 billion compared to net loss
attributable to the Company of $56.1
million on operating revenues of $1.1
billion for the fiscal year ended March 31, 2021
("Prior Year"). The net loss in the Prior Year resulted in net
earnings per diluted share due to the deemed contribution from
conversion of preferred stock included in the income available to
shareholders calculation. After the closing of the business
combination between Bristow Group Inc. (prior to the business
combination, "Old Bristow") and Era Group Inc. (the "Merger") on
June 11, 2020, the Prior Year
includes operating results from legacy Era Group Inc. from
June 11, 2020 onwards.
Operating revenues were consistent with the Prior Year.
Operating revenues from oil and gas services were $20.3 million lower in the Current Year primarily
due to lower utilization in the Africa and Europe regions, partially offset by the
full year benefit of the Merger and higher utilization in the
Americas. Operating revenues from government services were
$20.7 million higher primarily due to
the strengthening of the British pound sterling relative to the
U.S. dollar, the benefit of the Merger and higher utilization.
Operating revenues from fixed wing services were $11.6 million higher primarily due to higher
utilization. Operating revenues from other services were
$12.0 million lower primarily due to
the end of oil and gas services in Australia and lower part sales.
Operating expenses were $21.7
million higher in the Current Year primarily due to higher
fuel expenses, repairs and maintenance and insurance costs. These
increases were partially offset by lower leased-in equipment
expenses and personnel costs.
General and administrative expenses were $5.8 million higher in the Current Year primarily
due to higher professional services fees, insurance costs and the
absence of certain government grants related to fixed wing
services.
Merger and integration costs, primarily consisting of
professional services fees and severance costs related to the
Merger, were $3.2 million in the
Current Year compared to $42.8
million in the Prior Year.
Restructuring costs, primarily related to severance costs not
related to the Merger, were $3.1
million in the Current Year compared to $25.8 million in the Prior Year.
Depreciation and amortization expenses were $4.9 million higher primarily due to the addition
of existing assets to the depreciation and amortization calculation
in the Current Year.
During the Current Year, the Company recognized a loss on
impairment of $24.8 million
consisting of $16.0 million related
to Petroleum Air Services ("PAS"), $5.9
million related to helicopters held for sale and
$2.9 million related to H225
helicopter parts inventory. During the Prior Year, the Company
recognized a loss on impairment of $51.9
million related to its investment in Cougar Helicopters Inc.
("Cougar"), $18.7 million related to
its investment in Líder Táxi Aéreo S.A. ("Líder"), $12.9 million related to the write down of
inventory and $7.8 million related to
helicopters that were held for sale.
During the Current Year, the Company sold 10 aircraft and other
equipment resulting in a net gain of $1.3
million. During the Prior Year, the Company sold 54
aircraft, five of which were via sales-type leases, and other
equipment resulting in cash proceeds of $67.9 million and losses of $8.2 million.
During the Current Year, the Company recognized losses of
$1.7 million from its equity method
investments compared to earnings of $0.4
million in the Prior Year.
Interest expense was $9.7 million
lower in the Current Year primarily due to lower debt balances.
During the Prior Year, in connection with refinancing, the
Company repaid existing term loans and redeemed its 7.750% senior
unsecured notes due December 15, 2022
(the "7.750% Senior Notes") and recognized a loss on extinguishment
of debt of $28.5 million related to
the write off of associated discount balances and early repayment
fees.
During the Current Year, the Company recognized expenses of
$0.6 million related to
reorganization items. During the Prior Year, the Company recognized
a gain of $1.6 million related to the
release of the rabbi trust which held investments for the Company's
non-qualified deferred compensation plan for the Company's former
executives.
During the Current Year, the Company recognized a loss of
$2.0 million on the sale of its
subsidiary in Colombia.
During the Prior Year, the Company recognized a $15.4 million gain on the change in fair value of
preferred stock derivative liability.
During the Prior Year, the Company recognized a bargain purchase
gain of $81.1 million related to the
Merger.
Other income, net of $38.5 million
in the Current Year primarily consisted of government grants to
fixed wing services of $12.4 million,
a bankruptcy-related legal settlement of $9.0 million, net foreign exchange gains of
$7.0 million, insurance gains of
$5.2 million, a favorable interest
adjustment to the Company's pension liability of $2.5 million and a gain on sale of inventory of
$1.9 million. Other income, net of
$27.5 million in the Prior Year was
primarily due to government grants to fixed wing services of
$11.5 million, net foreign exchange
gains of $7.5 million, a favorable
interest adjustment to the Company's pension liability of
$3.8 million and insurance proceeds
of $2.6 million.
Income tax expense was $11.3
million in the Current Year compared to income tax benefit
of $0.4 million in the Prior Year.
The change in income tax expense in the Current Year was driven by
the tax impact of net operating losses and valuation allowances on
the Company's net losses, the tax impact of deductible business
interest expense, tax impacts of the bankruptcy-related legal
settlement and impairment losses, and tax impacts of
post-bankruptcy adjustments.
Liquidity and Capital
Allocation
As of March 31, 2022, the Company had $263.8 million of unrestricted cash and
$54.9 million of remaining
availability under its ABL Facility for total liquidity of
$318.7 million.
On May 20, 2022, the Company
entered into an agreement to amend its existing ABL Facility. The
amendment, among other things, extends the maturity to 2027 and
includes the ability to increase the total commitments by up to
$35.0 million, which would result in
an aggregate amount of $120.0
million.
In the Current Quarter, purchases of property and equipment were
$7.8 million, and there were no cash
proceeds from dispositions of property and equipment. In the
Preceding Quarter, purchases of property and equipment were
$5.9 million, and cash proceeds from
dispositions of property and equipment were $0.7 million, resulting in net (proceeds from)
purchases of property and equipment ("Net Capex") of $5.2 million. See Adjusted Free Cash Flow
Reconciliation for a reconciliation of Net Capex and Adjusted Free
Cash Flow.
Conference Call
Management will conduct a conference call starting at
10:00 a.m. ET (9:00 a.m. CT) on Wednesday, June 1, 2022, to review the results
for the fiscal fourth quarter ended March 31, 2022. The
conference call can be accessed as follows:
All callers will need to reference the access code 3580940
Within the U.S.: Operator Assisted Toll-Free Dial-In
Number: (800) 289-0571
Outside the U.S.: Operator Assisted International Dial-In
Number: (856) 344-9290
Replay
A telephone replay will be available through June 10, 2022 by dialing 888-203-1112 and
utilizing the access code above. An audio replay will also be
available on the Company's website at www.bristowgroup.com shortly
after the call and will be accessible through June 10, 2022. The accompanying investor
presentation will be available on June 1, 2022, on Bristow's
website at www.bristowgroup.com.
For additional information concerning Bristow, contact
Jennifer Whalen at
InvestorRelations@bristowgroup.com, (713) 369-4636 or visit Bristow
Group's website at https://ir.bristowgroup.com/.
About Bristow Group
Bristow Group Inc. is the leading global provider of innovative
and sustainable vertical flight solutions. Bristow primarily
provides aviation services to a broad base of major integrated,
national and independent offshore energy companies. Bristow
provides commercial search and rescue ("SAR") services in several
countries and public sector SAR services in the United Kingdom ("U.K.") on behalf of the
Maritime & Coastguard Agency ("MCA"). Additionally, the Company
offers ad hoc helicopter and fixed wing transportation
services.
Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, Guyana, India, Mexico, the
Netherlands, Nigeria,
Norway, Spain, Suriname, Trinidad, the U.K. and the U.S.
Forward-Looking Statements
Disclosure
This press release contains "forward-looking statements."
Forward-looking statements represent Bristow Group Inc.'s (the
"Company") current expectations or forecasts of future events.
Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect,"
"intend," "estimate," "anticipate," "believe," "project," or
"continue," or other similar words. These statements are made under
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, reflect management's current views with respect
to future events and therefore are subject to significant risks and
uncertainties, both known and unknown. The Company's actual results
may vary materially from those anticipated in forward-looking
statements. The Company cautions investors not to place undue
reliance on any forward-looking statements.
Forward-looking statements speak only as of the date of the
document in which they are made. The Company disclaims any
obligation or undertaking to provide any updates or revisions to
any forward-looking statement to reflect any change in the
Company's expectations or any change in events, conditions or
circumstances on which the forward-looking statement is based that
occur after the date hereof. Risks that may affect forward-looking
statements include, but are not necessarily limited to, those
relating to: public health crises, such as pandemics (COVID-19) and
epidemics, and any related government policies and actions; any
failure to effectively manage, and receive anticipated returns
from, acquisitions, divestitures, investments, joint ventures and
other portfolio actions; our inability to execute our business
strategy for diversification efforts related to, government
services, offshore wind, and advanced air mobility; 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; the
possibility that we may be unable to maintain compliance with
covenants in our financing agreements; global and regional changes
in the demand, supply, prices or other market conditions affecting
oil and gas, including changes resulting from a public health
crisis or from the imposition or lifting of crude oil production
quotas or other actions that might be imposed by the Organization
of Petroleum Exporting Countries (OPEC) and other producing
countries; fluctuations in the demand for our services; the
possibility that we may impair our long-lived assets and other
assets, including inventory, property and equipment and investments
in unconsolidated affiliates; the possibility of significant
changes in foreign exchange rates and controls; potential effects
of increased competition and the introduction of energy efficient
alternative modes of transportation and solutions; the possibility
that we may be unable to re-deploy our aircraft to regions with
greater demand; the possibility of changes in tax and other laws
and regulations and policies, including, without limitation,
actions of the Biden Administration that impact oil and gas
operations or favor renewable energy projects in the U.S.; the
possibility that we may be unable to dispose of older aircraft
through sales into the aftermarket; general economic conditions,
including the capital and credit markets; the possibility that
segments of our fleet may be grounded for extended periods of time
or indefinitely; the existence of operating risks inherent in our
business, including the possibility of declining safety
performance; the possibility of political instability, war or acts
of terrorism in any of the countries where we operate; the
possibility that reductions in spending on aviation services by
governmental agencies could lead to modifications of our search and
rescue ("SAR") contract terms with governments, our contracts with
the Bureau of Safety and Environmental Enforcement ("BSEE") or
delays in receiving payments under such contracts; the
effectiveness of our environmental, social and governance
initiatives; the impact of supply chain disruptions and inflation
and our ability to recoup rising costs in the rates we charge to
our customers; and our reliance on a limited number of helicopter
manufacturers and suppliers. If one or more of these risks
materialize, or if underlying assumptions prove incorrect, actual
results may vary materially from those expected. You should not
place undue reliance on our forward-looking statements because the
matters they describe are subject to known and unknown risks,
uncertainties and other unpredictable factors, many of which are
beyond our control. Our forward-looking statements are based on the
information currently available to us and speak only as of the date
hereof. New risks and uncertainties arise from time to time, and it
is impossible for us to predict these matters or how they may
affect us. We have included important factors in the section
entitled "Risk Factors" in the Company's Annual Report on Form 10-K
for the fiscal year ended March 31,
2022 (the "Annual Report") which we believe over time, could
cause our actual results, performance or achievements to differ
from the anticipated results, performance or achievements that are
expressed or implied by our forward-looking statements. You should
consider all risks and uncertainties disclosed in the Annual Report
and in our filings with the United States Securities and Exchange
Commission (the "SEC"), all of which are accessible on the SEC's
website at www.sec.gov.
BRISTOW GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(in thousands except per share amounts)
(unaudited)
|
|
|
Three Months Ended
|
|
Favorable/
(Unfavorable)
|
|
March 31,
2022
|
|
December 31,
2021
|
|
Revenues:
|
|
|
|
|
|
Operating
revenues
|
$
275,582
|
|
$
285,010
|
|
$
(9,428)
|
Reimbursable
revenues
|
11,817
|
|
10,609
|
|
1,208
|
Total revenues
|
287,399
|
|
295,619
|
|
(8,220)
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Operating
expenses
|
217,711
|
|
221,875
|
|
4,164
|
Reimbursable
expenses
|
11,694
|
|
10,561
|
|
(1,133)
|
General and
administrative expenses
|
41,644
|
|
40,966
|
|
(678)
|
Merger and
integration costs
|
824
|
|
34
|
|
(790)
|
Restructuring
costs
|
2,113
|
|
17
|
|
(2,096)
|
Depreciation and
amortization
|
16,919
|
|
17,223
|
|
304
|
Total costs and
expenses
|
290,905
|
|
290,676
|
|
(229)
|
|
|
|
|
|
|
Gain (loss) on
disposal of assets
|
(41)
|
|
727
|
|
(768)
|
Loss from
unconsolidated affiliates, net
|
(325)
|
|
(860)
|
|
535
|
Operating income
(loss)
|
(3,872)
|
|
4,810
|
|
(8,682)
|
|
|
|
|
|
|
Interest
income
|
17
|
|
36
|
|
(19)
|
Interest
expense
|
(10,241)
|
|
(10,230)
|
|
(11)
|
Reorganization
items, net
|
(43)
|
|
(29)
|
|
(14)
|
Other income,
net
|
13,023
|
|
3,969
|
|
9,054
|
Total other income (expense),
net
|
2,756
|
|
(6,254)
|
|
9,010
|
Loss before income
taxes
|
(1,116)
|
|
(1,444)
|
|
328
|
Income tax
benefit (expense)
|
(3,260)
|
|
1,608
|
|
(4,868)
|
Net income
(loss)
|
(4,376)
|
|
164
|
|
(4,540)
|
Net
(income) loss attributable to noncontrolling interests
|
63
|
|
(220)
|
|
283
|
Net loss attributable
to Bristow Group Inc.
|
$
(4,313)
|
|
$
(56)
|
|
$
(4,257)
|
|
|
|
|
|
|
Basic loss per common
share
|
$
(0.15)
|
|
$
—
|
|
|
Diluted loss per common
share
|
$
(0.15)
|
|
$
—
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding, basic
|
28,222
|
|
28,215
|
|
|
Weighted average common
shares outstanding, diluted
|
28,222
|
|
28,215
|
|
|
|
|
|
|
|
|
EBITDA
|
$
26,044
|
|
$
26,009
|
|
$
35
|
Adjusted
EBITDA
|
$
35,882
|
|
$
31,402
|
|
$
4,480
|
Adjusted EBITDA
excluding asset dispositions
|
$
35,923
|
|
$
30,675
|
|
$
5,248
|
BRISTOW GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(in thousands, except per share amounts)
(unaudited)
|
|
|
Fiscal Year Ending March 31,
|
|
Favorable
(Unfavorable)
|
|
2022
|
|
2021
|
|
Revenues:
|
|
|
|
|
|
Operating
revenues
|
$
1,139,063
|
|
$
1,139,024
|
|
$
39
|
Reimbursable
revenues
|
46,141
|
|
39,038
|
|
7,103
|
Total revenues
|
1,185,204
|
|
1,178,062
|
|
7,142
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Operating
expenses
|
872,857
|
|
851,173
|
|
(21,684)
|
Reimbursable
expenses
|
45,557
|
|
38,789
|
|
(6,768)
|
General and
administrative
|
159,062
|
|
153,270
|
|
(5,792)
|
Merger and
integration costs
|
3,240
|
|
42,842
|
|
39,602
|
Restructuring
costs
|
3,098
|
|
25,773
|
|
22,675
|
Depreciation and
amortization
|
74,981
|
|
70,078
|
|
(4,903)
|
Total costs and expenses
|
1,158,795
|
|
1,181,925
|
|
23,130
|
|
|
|
|
|
|
Loss on
impairment
|
(24,835)
|
|
(91,260)
|
|
66,425
|
Gain (loss) on
disposal of assets
|
1,347
|
|
(8,199)
|
|
9,546
|
Earnings (loss)
from unconsolidated affiliates, net
|
(1,738)
|
|
426
|
|
(2,164)
|
Operating income
(loss)
|
1,183
|
|
(102,896)
|
|
104,079
|
|
|
|
|
|
|
Interest
income
|
161
|
|
1,293
|
|
(1,132)
|
Interest
expense
|
(41,521)
|
|
(51,259)
|
|
9,738
|
Loss on
extinguishment of debt
|
(124)
|
|
(29,359)
|
|
29,235
|
Reorganization
items, net
|
(621)
|
|
1,577
|
|
(2,198)
|
Loss on sale of
subsidiaries
|
(2,002)
|
|
—
|
|
(2,002)
|
Change in fair
value of preferred stock derivative liability
|
—
|
|
15,416
|
|
(15,416)
|
Bargain purchase
gain
|
—
|
|
81,093
|
|
(81,093)
|
Other income,
net
|
38,505
|
|
27,495
|
|
11,010
|
Total other income (expense),
net
|
(5,602)
|
|
46,256
|
|
(51,858)
|
Loss before income
taxes
|
(4,419)
|
|
(56,640)
|
|
52,221
|
Income tax
benefit (expense)
|
(11,294)
|
|
355
|
|
(11,649)
|
Net loss
|
(15,713)
|
|
(56,285)
|
|
40,572
|
Net
(income) loss attributable to noncontrolling interests
|
(78)
|
|
191
|
|
(269)
|
Net loss attributable
to Bristow Group Inc.
|
$
(15,791)
|
|
$
(56,094)
|
|
$
40,303
|
|
|
|
|
|
|
Basic income (loss) per
common share
|
$
(0.55)
|
|
$
3.12
|
|
|
Diluted income (loss)
per common share
|
$
(0.55)
|
|
$
2.32
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding, basic(1)
|
28,533
|
|
24,601
|
|
|
Weighted average common
shares outstanding, diluted(1)
|
28,533
|
|
31,676
|
|
|
|
|
|
|
|
|
EBITDA
|
$
112,083
|
|
$
64,697
|
|
$
47,386
|
Adjusted
EBITDA
|
$
152,452
|
|
$
168,932
|
|
$
(16,480)
|
Adjusted EBITDA
excluding asset dispositions
|
$
151,105
|
|
$
177,131
|
|
$
(26,026)
|
|
|
|
|
|
|
___________________________
|
(1) For the
fiscal year ended March 31, 2021, the earnings per share and
weighted average number of common shares outstanding, basic and
diluted, take into account the conversion ratio applied to Old
Bristow shares upon close of the Merger.
|
BRISTOW GROUP INC.
REVENUES BY LINE OF SERVICE
(in thousands) (unaudited)
|
|
|
Three Months Ended
|
|
March 31, 2022
|
|
December 31, 2021
|
|
September 30, 2021
|
|
June 30, 2021
|
Oil and gas
services:
|
|
|
|
|
|
|
|
Europe
|
$
89,234
|
|
$
88,278
|
|
$
93,420
|
|
$
99,901
|
Americas
|
86,249
|
|
91,834
|
|
84,207
|
|
75,192
|
Africa
|
13,837
|
|
14,822
|
|
16,054
|
|
14,692
|
Total oil and gas
|
189,320
|
|
194,934
|
|
193,681
|
|
189,785
|
Government
services
|
66,239
|
|
66,435
|
|
69,742
|
|
70,443
|
Fixed wing
services
|
16,806
|
|
20,509
|
|
23,501
|
|
24,556
|
Other
|
3,217
|
|
3,132
|
|
3,196
|
|
3,567
|
|
$
275,582
|
|
$
285,010
|
|
$
290,120
|
|
$
288,351
|
FLIGHT HOURS BY LINE OF SERVICE
(unaudited)
|
|
|
Three Months Ended
|
|
March 31, 2022
|
|
December 31, 2021
|
|
September 30, 2021
|
|
June 30, 2021
|
Oil and gas:
|
|
|
|
|
|
|
|
Europe
|
10,677
|
|
10,701
|
|
11,189
|
|
11,833
|
Americas
|
10,244
|
|
11,263
|
|
10,376
|
|
8,777
|
Africa
|
1,769
|
|
1,935
|
|
2,258
|
|
2,078
|
Total oil and gas
|
22,690
|
|
23,899
|
|
23,823
|
|
22,688
|
Government
services
|
3,542
|
|
3,581
|
|
4,212
|
|
3,925
|
Fixed wing
services
|
2,859
|
|
3,428
|
|
3,687
|
|
3,721
|
Other
(1)
|
—
|
|
—
|
|
—
|
|
9
|
|
29,091
|
|
30,908
|
|
31,722
|
|
30,343
|
|
|
|
|
(1)
|
Does not include hours
flown by helicopters on third party leasing contracts
|
BRISTOW GROUP INC.
CONDENSED CONSOLIDATED BALANCE
SHEETS
(in thousands) (unaudited)
|
|
|
March 31,
|
|
2022
|
|
2021
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash equivalents
|
$
266,014
|
|
$
231,079
|
Accounts receivable
|
203,771
|
|
215,620
|
Inventories
|
81,674
|
|
92,180
|
Assets held for sale
|
59
|
|
14,750
|
Prepaid expenses and other current assets
|
28,367
|
|
32,119
|
Total current assets
|
579,885
|
|
585,748
|
Property and
equipment
|
1,092,140
|
|
1,090,094
|
Accumulated
depreciation
|
(149,532)
|
|
(85,535)
|
Property and equipment,
net
|
942,608
|
|
1,004,559
|
Investment in
unconsolidated affiliates
|
17,585
|
|
37,530
|
Right-of-use
assets
|
193,505
|
|
246,667
|
Other assets
|
90,696
|
|
117,766
|
Total assets
|
$
1,824,279
|
|
$
1,992,270
|
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts payable
|
$
63,497
|
|
$
69,542
|
Accrued liabilities
|
211,499
|
|
219,613
|
Short-term borrowings and current maturities of long-term
debt
|
12,759
|
|
15,965
|
Total current
liabilities
|
287,755
|
|
305,120
|
Long-term debt, less
current maturities
|
512,909
|
|
527,528
|
Deferred
taxes
|
39,811
|
|
42,430
|
Long-term operating
lease liabilities
|
125,441
|
|
167,718
|
Deferred credits and
other liabilities
|
22,995
|
|
50,831
|
Total liabilities
|
988,911
|
|
1,093,627
|
|
|
|
|
Redeemable
noncontrolling interests
|
—
|
|
1,572
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
Common stock
|
303
|
|
303
|
Additional paid-in capital
|
699,401
|
|
687,715
|
Retained earnings
|
211,220
|
|
227,011
|
Treasury shares, at cost
|
(51,659)
|
|
(10,501)
|
Accumulated other comprehensive income
|
(23,450)
|
|
(6,915)
|
Total Bristow Group Inc.
stockholders' equity
|
835,815
|
|
897,613
|
Noncontrolling interests
|
(447)
|
|
(542)
|
Total stockholders'
equity
|
835,368
|
|
897,071
|
Total liabilities stockholders'
equity
|
$
1,824,279
|
|
$
1,992,270
|
Reconciliation of Non-GAAP
Metrics
The Company's management uses EBITDA and Adjusted EBITDA to
assess the performance and operating results of its business. Each
of these measures, as well as Free Cash Flow, Adjusted Free Cash
Flow and Net Capex, each as detailed below, have limitations, and
are provided in addition to, and not as an alternative for, and
should be read in conjunction with, the information contained in
the Company's financial statements prepared in accordance with
generally accepted accounting principles in the U.S. ("GAAP")
(including the notes), included in the Company's filings with the
SEC and posted on the Company's website. EBITDA is defined as
Earnings before Interest expense, Taxes, Depreciation and
Amortization. Adjusted EBITDA is defined as EBITDA further adjusted
for certain special items that occurred during the reported period,
as noted below. The Company includes EBITDA and Adjusted EBITDA to
provide investors with a supplemental measure of its operating
performance. Management believes that the use of EBITDA and
Adjusted EBITDA is meaningful to investors because it provides
information with respect to the Company's ability to meet its
future debt service, capital expenditures and working capital
requirements and the financial performance of the Company's assets
without regard to financing methods, capital structure or
historical cost basis. Neither EBITDA nor Adjusted EBITDA is a
recognized term under GAAP. Accordingly, they should not be used as
an indicator of, or an alternative to, net income as a measure of
operating performance. In addition, EBITDA and Adjusted EBITDA are
not intended to be measures of free cash flow available for
management's discretionary use, as they do not consider certain
cash requirements, such as debt service requirements. Because the
definitions of EBITDA and Adjusted EBITDA (or similar measures) may
vary among companies and industries, they may not be comparable to
other similarly titled measures used by other companies.
The following tables provide a reconciliation of net income
(loss), the most directly comparable GAAP measure, to EBITDA and
Adjusted EBITDA (in thousands) (unaudited).
|
Three Months Ended
|
|
March 31,
2022
|
|
December 31,
2021
|
|
September 30,
2021
|
|
June 30,
2021
|
Net income
(loss)
|
$
(4,376)
|
|
$
164
|
|
$
2,710
|
|
$
(14,211)
|
Depreciation and amortization
|
16,919
|
|
17,223
|
|
17,644
|
|
23,195
|
Interest expense
|
10,241
|
|
10,230
|
|
10,426
|
|
10,624
|
Income tax expense (benefit)
|
3,260
|
|
(1,608)
|
|
14,484
|
|
(4,842)
|
EBITDA
|
$
26,044
|
|
$
26,009
|
|
$
45,264
|
|
$
14,766
|
Special items (1)
|
9,838
|
|
5,393
|
|
(554)
|
|
25,692
|
Adjusted
EBITDA
|
$
35,882
|
|
$
31,402
|
|
$
44,710
|
|
$
40,458
|
Loss (gain) on disposal of assets
|
41
|
|
(727)
|
|
(162)
|
|
(499)
|
Adjusted EBITDA
excluding asset dispositions
|
$
35,923
|
|
$
30,675
|
|
$
44,548
|
|
$
39,959
|
|
(1)
|
Special items include
the following:
|
|
Three Months Ended
|
|
March 31,
2022
|
|
December 31,
2021
|
|
September 30,
2021
|
|
June 30,
2021
|
Restructuring
costs
|
$
2,113
|
|
$
17
|
|
$
117
|
|
$
851
|
Loss on
impairment
|
—
|
|
—
|
|
2,901
|
|
21,934
|
PBH intangible
amortization
|
3,062
|
|
3,060
|
|
3,060
|
|
2,846
|
Merger and integration
costs
|
824
|
|
34
|
|
647
|
|
1,735
|
Government
grants(2)
|
—
|
|
—
|
|
(222)
|
|
(390)
|
Early extinguishment of
debt fees
|
—
|
|
—
|
|
124
|
|
—
|
Reorganization items,
net
|
43
|
|
29
|
|
103
|
|
446
|
Insurance related
proceeds, net
|
—
|
|
—
|
|
899
|
|
(3,732)
|
Loss on sale of
subsidiaries
|
—
|
|
—
|
|
—
|
|
2,002
|
Nonrecurring
professional services fees
|
3,796
|
|
2,253
|
|
817
|
|
—
|
Bankruptcy-related
settlement
|
—
|
|
—
|
|
(9,000)
|
|
—
|
|
$
9,838
|
|
$
5,393
|
|
$
(554)
|
|
$
25,692
|
__________________________
|
(2)
|
COVID-19 related
government relief grants
|
Full Year Reconciliation of
Non-GAAP Metrics
The following tables provide a reconciliation of net income
(loss), the most directly comparable GAAP measure, to EBITDA and
Adjusted EBITDA (in thousands) (unaudited).
|
Fiscal Year Ending March 31,
|
|
2022
|
|
2021
|
Net loss
|
(15,713)
|
|
(56,285)
|
Depreciation and amortization
|
74,981
|
|
70,078
|
Interest expense
|
41,521
|
|
51,259
|
Income tax expense (benefit)
|
11,294
|
|
(355)
|
EBITDA
|
$
112,083
|
|
$
64,697
|
Special items (1)
|
40,369
|
|
104,235
|
Adjusted
EBITDA
|
$
152,452
|
|
$
168,932
|
Loss (gain) on disposal of assets
|
(1,347)
|
—
|
8,199
|
Adjusted EBITDA
excluding asset dispositions
|
$
151,105
|
|
$
177,131
|
|
|
(1)
|
Special items include
the following:
|
|
|
|
Fiscal Year Ending March 31,
|
|
2022
|
|
2021
|
Restructuring
costs
|
$
3,098
|
|
$
25,773
|
Loss on
impairment
|
24,835
|
|
91,260
|
PBH intangible
amortization
|
12,028
|
|
20,386
|
Merger and integration
costs
|
3,240
|
|
42,842
|
Government grants
(2)
|
(612)
|
|
(5,412)
|
Early extinguishment of
debt fees
|
124
|
|
29,359
|
Reorganization items,
net
|
621
|
|
(850)
|
Insurance related
proceeds, net
|
(2,833)
|
|
(2,614)
|
Loss on sale of
subsidiaries
|
2,002
|
|
—
|
Nonrecurring
professional services fees
|
6,866
|
|
—
|
Bankruptcy-related
settlement
|
(9,000)
|
|
—
|
Change in fair value of
preferred stock derivative liability
|
—
|
|
(15,416)
|
Bargain purchase
gain
|
—
|
|
(81,093)
|
|
$
40,369
|
|
$
104,235
|
___________________________
|
(2)
|
COVID-19 related
government relief grants
|
Pro Forma FY2021
Reconciliation
Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA
and Adjusted EBITDA of Old Bristow and Era Group Inc. before the
Merger for the period beginning April 1,
2020 through June 11, 2020,
plus EBITDA and Adjusted EBITDA for the post-Merger period through
March 31, 2021. The following table
provides a reconciliation of net income, the most directly
comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted
EBITDA for the twelve months ended March 31,
2021 (in thousands) (unaudited).
|
|
Old Bristow
|
|
Era Group
Inc.
|
|
Legacy Era
|
|
Bristow
Group Inc.
|
|
Pro Forma
|
|
|
April 1, 2020 -
June 30, 2020
|
|
April 1, 2020 -
June 11, 2020
|
|
June 12 - 30,
2020
|
|
July 1, 2020 -
March 31,
2021
|
|
LTM
March 31,
2021
|
Net income
(loss)
|
|
$
75,708
|
|
$
(18,059)
|
|
$
(4,305)
|
|
$ (127,689)
|
|
$
(74,345)
|
Depreciation and amortization
|
|
15,914
|
|
7,818
|
|
443
|
|
53,722
|
|
77,897
|
Interest expense
|
|
11,754
|
|
(402)
|
|
749
|
|
38,756
|
|
50,857
|
Income tax expense (benefit)
|
|
(3,798)
|
|
2,650
|
|
508
|
|
2,933
|
|
2,293
|
EBITDA
|
|
$
99,578
|
|
$
(7,993)
|
|
$
(2,605)
|
|
$
(32,278)
|
|
$
56,702
|
Special items (1)
|
|
(49,446)
|
|
13,743
|
|
2,502
|
|
151,176
|
|
117,975
|
Adjusted
EBITDA
|
|
$
50,132
|
|
$
5,750
|
|
$
(103)
|
|
$
118,898
|
|
$
174,677
|
(Gains) losses on asset dispositions, net
|
|
(5,527)
|
|
141
|
|
5
|
|
13,721
|
|
8,340
|
Adjusted EBITDA
excluding asset dispositions
|
|
$
44,605
|
|
$
5,891
|
|
$
(98)
|
|
$
132,619
|
|
$
183,017
|
|
|
(1)
|
Special items include
the following:
|
|
|
Old Bristow
|
|
Era Group
Inc.
|
|
Legacy Era
|
|
Bristow
Group Inc.
|
|
Pro Forma
|
|
|
April 1, 2020 -
June 30, 2020
|
|
April 1, 2020 -
June 11, 2020
|
|
June 12 - 30,
2020
|
|
July 1, 2020 -
March 31,
2021
|
|
LTM
March 31,
2021
|
Loss on
impairment
|
|
$
19,233
|
|
$
—
|
|
$
—
|
|
$
72,027
|
|
$
91,260
|
Merger and integration
costs
|
|
15,103
|
|
13,575
|
|
2,317
|
|
25,422
|
|
56,417
|
PBH intangible
amortization
|
|
4,951
|
|
168
|
|
185
|
|
15,249
|
|
20,553
|
Reorganization items,
net
|
|
250
|
|
—
|
|
—
|
|
(1,101)
|
|
(851)
|
Restructuring
costs
|
|
3,011
|
|
—
|
|
—
|
|
22,760
|
|
25,771
|
Early extinguishment of
debt fees
|
|
615
|
|
—
|
|
—
|
|
28,744
|
|
29,359
|
Government
grants(2)
|
|
(1,760)
|
|
—
|
|
—
|
|
(3,651)
|
|
(5,411)
|
Bargain purchase
gain
|
|
(75,433)
|
|
—
|
|
—
|
|
(5,660)
|
|
(81,093)
|
Change in fair value of
preferred stock
derivative liability
|
|
(15,416)
|
|
—
|
|
—
|
|
—
|
|
(15,416)
|
Insurance related
proceeds, net
|
|
—
|
|
—
|
|
—
|
|
(2,614)
|
|
(2,614)
|
|
|
$
(49,446)
|
|
$
13,743
|
|
$
2,502
|
|
$
151,176
|
|
$
117,975
|
___________________________
|
(2)
|
COVID-19 related
government relief grants
|
Adjusted Free Cash Flow
Reconciliation
Free Cash Flow represents the Company's net cash provided by
operating activities plus proceeds from disposition of property and
equipment, less expenditures related to purchases of property and
equipment. Adjusted Free Cash Flow is Free Cash Flow adjusted to
exclude certain nonrecurring professional services fees, government
grants related to the Company's fixed wing services, other costs
paid in relation to the merger between Era Group Inc. ("Era") and
Bristow Group Inc. (prior to such merger, "Old Bristow") which was
completed in June 2020 (the
"Merger"), and the implementation of fresh-start accounting and the
voluntary petitions filed by Old Bristow and certain of its
subsidiaries on May 11, 2019, in the
U.S. Bankruptcy Court for the Southern District of Texas, Houston Division seeking relief under
Chapter 11 of Title 11 of the U.S. Code (the "Chapter 11 Cases").
Management believes that Free Cash Flow and Adjusted Free Cash Flow
are meaningful to investors because they provide information with
respect to the Company's ability to generate cash from the
business. The GAAP measure most directly comparable to Free Cash
Flow and Adjusted Free Cash Flow is net cash provided by operating
activities. Since neither Free Cash Flow nor Adjusted Free Cash
Flow is a recognized term under GAAP, they should not be used as an
indicator of, or an alternative to, net cash provided by operating
activities. Investors should note numerous methods may exist for
calculating a company's free cash flow. As a result, the method
used by management to calculate Free Cash Flow and Adjusted Free
Cash Flow may differ from the methods used by other companies to
calculate their free cash flow. As such, they may not be comparable
to other similarly titled measures used by other companies.
The following table provides a reconciliation of net cash
provided by operating activities, the most directly comparable GAAP
measure, to Free Cash Flow and Adjusted Free Cash Flow (in
thousands) (unaudited).
|
Three Months Ended
|
|
March 31,
2022
|
|
December 31,
2021
|
|
September 30,
2021
|
|
June 30,
2021
|
Net cash provided by
operating activities
|
$
5,577
|
|
$
45,083
|
|
$
36,753
|
|
$
36,441
|
Plus: Proceeds from
disposition of property and equipment
|
—
|
|
740
|
|
3,188
|
|
10,621
|
Less: Purchases of
property and equipment
|
(7,842)
|
|
(5,920)
|
|
(14,338)
|
|
(2,968)
|
Free Cash Flow
|
$
(2,265)
|
|
$
39,903
|
|
$
25,603
|
|
$
44,094
|
Plus: Restructuring
costs
|
—
|
|
92
|
|
178
|
|
706
|
Plus: Merger and
integration costs
|
851
|
|
8
|
|
2,212
|
|
1,853
|
Plus: Reorganization
items, net
|
29
|
|
108
|
|
244
|
|
—
|
Plus: Nonrecurring
professional services fees
|
819
|
|
1,764
|
|
—
|
|
—
|
Less:
Bankruptcy-related settlement
|
—
|
|
—
|
|
(9,000)
|
|
—
|
Less: Government
grants
|
—
|
|
(61)
|
|
(161)
|
|
(343)
|
Adjusted Free Cash Flow
|
$
(566)
|
|
$
41,814
|
|
$
19,076
|
|
$
46,310
|
Net (proceeds
from)/purchases of property and equipment ("Net Capex")
|
7,842
|
|
5,180
|
|
11,150
|
|
(7,653)
|
Adjusted Free Cash Flow excluding Net Capex
|
$
7,276
|
|
$
46,994
|
|
$
30,226
|
|
$
38,657
|
BRISTOW GROUP INC
FLEET COUNT
(unaudited)
|
|
|
|
Number of Aircraft
|
|
|
|
|
Type
|
|
Owned
Aircraft
|
|
Leased
Aircraft
|
|
Aircraft
Held For Sale
|
|
Consolidated
Aircraft
|
|
Max Pass
Capacity
|
|
Average
Age
(years)(1)
|
Heavy Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
S-92
|
|
39
|
|
27
|
|
—
|
|
66
|
|
19
|
|
12
|
H225
|
|
—
|
|
—
|
|
2
|
|
2
|
|
19
|
|
11
|
AW189
|
|
17
|
|
1
|
|
—
|
|
18
|
|
16
|
|
6
|
|
|
56
|
|
28
|
|
2
|
|
86
|
|
|
|
|
Medium Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AW139
|
|
51
|
|
6
|
|
—
|
|
57
|
|
12
|
|
11
|
S-76 C+/C++
|
|
16
|
|
—
|
|
—
|
|
16
|
|
12
|
|
14
|
S-76D
|
|
8
|
|
—
|
|
—
|
|
8
|
|
12
|
|
8
|
B212
|
|
2
|
|
—
|
|
—
|
|
2
|
|
12
|
|
40
|
|
|
77
|
|
6
|
|
—
|
|
83
|
|
|
|
|
Light—Twin Engine Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AW109
|
|
4
|
|
—
|
|
—
|
|
4
|
|
7
|
|
15
|
EC135
|
|
10
|
|
—
|
|
—
|
|
10
|
|
6
|
|
13
|
|
|
14
|
|
—
|
|
—
|
|
14
|
|
|
|
|
Light—Single Engine
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AS350
|
|
17
|
|
—
|
|
—
|
|
17
|
|
4
|
|
24
|
AW119
|
|
13
|
|
—
|
|
—
|
|
13
|
|
7
|
|
15
|
|
|
30
|
|
—
|
|
—
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Helicopters
|
|
177
|
|
34
|
|
2
|
|
213
|
|
|
|
13
|
Fixed wing
|
|
6
|
|
8
|
|
—
|
|
14
|
|
|
|
|
UAV
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|
|
|
Total Fleet
|
|
183
|
|
44
|
|
2
|
|
229
|
|
|
|
|
_____________
|
(1)
|
Reflects the average
age of helicopters that are owned.
|
The chart below presents the number of aircraft in our fleet and
their distribution among the regions in which we operate as of
March 31, 2022 and the percentage of operating revenue that
each of our regions provided during the Current Quarter
(unaudited).
|
|
Percentage
of Current
Quarter
Operating
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UAV
|
|
Fixed
Wing
|
|
|
|
|
Heavy
|
|
Medium
|
|
Light Twin
|
|
Light Single
|
Total
|
Europe
|
|
56 %
|
|
62
|
|
12
|
|
—
|
|
3
|
|
2
|
|
—
|
|
79
|
Americas
|
|
32 %
|
|
20
|
|
56
|
|
14
|
|
27
|
|
—
|
|
—
|
|
117
|
Asia Pacific
|
|
6 %
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
12
|
|
13
|
Africa
|
|
6 %
|
|
4
|
|
14
|
|
—
|
|
—
|
|
—
|
|
2
|
|
20
|
Total
|
|
100 %
|
|
86
|
|
83
|
|
14
|
|
30
|
|
2
|
|
14
|
|
229
|
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SOURCE Bristow Group