HOUSTON, Aug. 4, 2022
/PRNewswire/ --
- Total revenues of $301.7 million
in Q1 FY23 compared to $287.4 million
in Q4 FY22
- Net income of $4.0 million, or
$0.14 per diluted stock, in Q1 FY23
compared to net loss of $4.3 million,
or $(0.15) per diluted stock, in Q4
FY22
- EBITDA adjusted to exclude special items and asset dispositions
was $51.1 million in Q1 FY23 compared
to $35.9 million in Q4 FY22
- Adjusted Free Cash Flow was $26.0
million in Q1 FY23, with unrestricted cash balance of
$255.0 million and total liquidity of
$318.0 million
- Awarded £1.6 billion second-generation search and rescue
aviation contract by the Maritime and Coastguard Agency ("UK SAR
2G")
- Signed favorable, long-term maintenance support agreements for
global AW139 helicopter fleet
Bristow Group Inc. (NYSE: VTOL) today reported net income
attributable to the Company of $4.0
million, or $0.14 per diluted
stock, for its fiscal first quarter ended June 30, 2022
("Current Quarter") on operating revenues of $294.1 million compared to net loss attributable
to the Company of $4.3 million, or
$(0.15) per diluted stock, in the
quarter ended March 31, 2022 ("Preceding Quarter") on
operating revenues of $275.6
million.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") was $39.0 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
$51.1 million in the Current Quarter
compared to $35.9 million in the
Preceding Quarter. 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. The
following table provides a bridge between EBITDA, Adjusted EBITDA
and Adjusted EBITDA excluding gains or losses on asset dispositions
(in thousands, unaudited).
|
Three Months
Ended,
|
|
June 30,
2022
|
|
March 31,
2022
|
EBITDA
|
$ 39,024
|
|
$ 26,044
|
Special
items:
|
|
|
|
Restructuring
costs
|
$
—
|
|
$
2,113
|
Loss on
impairment
|
5,187
|
|
—
|
PBH
amortization
|
3,291
|
|
3,062
|
Merger and integration
costs
|
368
|
|
824
|
Reorganization items,
net
|
49
|
|
43
|
Nonrecurring
professional services fees
|
1,091
|
|
3,796
|
|
$
9,986
|
|
$
9,838
|
Adjusted
EBITDA
|
$ 49,010
|
|
$ 35,882
|
Loss on disposal of
assets
|
2,101
|
|
41
|
Adjusted EBITDA
excluding asset dispositions
|
$ 51,111
|
|
$ 35,923
|
"I want to thank the Bristow team members who have worked
diligently over the last several months to successfully deliver on
several of the Company's strategic priorities, including securing
the highly important UKSAR2G contract award, winning new government
contracts to provide critical SAR services throughout the Netherlands and the Dutch Caribbean
region, and completing the acquisition of British International
Helicopters Limited, which expands our government services offering
to the Falklands Islands and establishes an important new
relationship with the British Armed Forces," said Chris Bradshaw, President and CEO of Bristow
Group. "We have continued to make investments to strengthen our
business such as the new long-term, highly favorable maintenance
support agreements for our global AW139 helicopter fleet, while at
the same time returning capital to shareholders with $10 million of share repurchases executed over
the last two months. I'm grateful to the Bristow team for their
collective efforts to deliver these successful outcomes and, most
importantly, to deliver another quarter of world-class safety
performance and excellent customer service."
Sequential Quarter Results
Operating revenues in the Current Quarter were $18.6 million higher compared to the Preceding
Quarter. Operating revenues from oil and gas services were
$5.8 million higher primarily due to
higher utilization in the Africa
and Europe regions and higher fuel
revenues. These increases were partially offset by lower lease
payment collections from Cougar Helicopters Inc. ("Cougar"), which
are recognized on cash basis, and the weakening of the Norwegian
krone and British pound sterling relative to the U.S. dollar.
Operating revenues from government services were $3.9 million higher primarily due to higher
activity, partially offset by the weakening of the British pound
sterling relative to the U.S. dollar. Operating revenues from fixed
wing services were $9.1 million
higher primarily due to higher utilization related to the reopening
of borders in Australia.
Operating expenses were $6.8
million higher in the Current Quarter primarily due to
higher fuel expenses and maintenance costs, partially offset by
lower personnel, insurance and leased-in equipment costs.
General and administrative expenses were $1.5 million lower in the Current Quarter
primarily due to lower professional services fees and lower
compensation expenses.
Merger and integration costs were $0.5
million lower in the Current Quarter primarily due to lower
lease return costs related to the merger with Era Group Inc. (the
"Merger").
During the Preceding Quarter, restructuring costs were
$2.1 million primarily due to
severance costs in the Africa
region.
During the Current Quarter, the Company recognized a
$5.2 million loss on impairment
related to power-by-the-hour ("PBH") intangible assets
write-off.
During the Current Quarter, the Company recognized a loss on
disposal of assets of $2.1 million
from the sale of five helicopters for cash proceeds of $7.6 million.
During the Current Quarter, the Company recognized earnings of
$0.1 million from unconsolidated
affiliates compared to losses of $0.3
million in the Preceding Quarter.
Other income, net of $16.8 million
in the Current Quarter resulted from foreign exchange gains of
$14.0 million, government grants to
fixed wing services of $2.5 million
and a favorable interest adjustment to the Company's pension
liability of $0.2 million. Other
income, net of $13.0 million in the
Preceding Quarter resulted from foreign exchange gains of
$6.0 million, government grants to
fixed wing services of $3.8 million,
a gain on the sale of inventory of $1.9
million, insurance gains of $0.7
million and a favorable interest adjustment to the Company's
pension liability of $0.6
million.
Income tax expense was $8.2
million in the Current Quarter compared to $3.3 million in the Preceding Quarter. The
increase in income tax expense in the Current Quarter primarily
related to changes in the blend of earnings, the tax impact of
valuation allowances on the Company's net operating losses and
deductible business interest expense.
Liquidity and Capital Allocation
As of June 30, 2022, the Company had $255.0 million of unrestricted cash and
$63.0 million of remaining
availability under its amended asset-based revolving credit
facility (the "ABL Facility") for total liquidity of $318.0 million. Borrowings under the amended
ABL Facility are subject to certain conditions and
requirements.
In the Current Quarter, purchases of property and equipment were
$9.0 million, and cash proceeds from
dispositions of property and equipment were $7.6 million, resulting in net purchases of /
(proceeds from) property and equipment ("Net Capex") of
$1.5 million. In the Preceding
Quarter, purchases of property and equipment were $7.8 million, and there were no cash proceeds
from dispositions of property and equipment. See Adjusted Free Cash
Flow Reconciliation for a reconciliation of Net Capex and Adjusted
Free Cash Flow.
In June and July 2022, the Company
repurchased 425,938 shares of common stock for gross consideration
of $10.0 million, which is an average
repurchase price of $23.48 per stock.
As of July 29, 2022, $15.0 million remained available under the
authorized $75.0 million stock
repurchase program.
In August 2022, the Board of
Directors of Bristow (the "Board") approved a new $40.0 million stock repurchase program, and
terminated the prior program, under which $15.0 million remained available of the original
$75.0 million authorized. Purchases
of the Company's common stock under the stock repurchase program
may be made in the open market, including pursuant to a Rule 10b5-1
program, by block repurchases, in private transactions (including
with related parties) or otherwise, from time to time, depending on
market conditions. The stock repurchase program has no expiration
date and may be suspended or discontinued at any time without
notice, subject to any changes in applicable law or regulations
thereunder.
Recent Highlights
On August 3, 2022, the Board
approved a change in the fiscal year end of the Company from
March 31st to December 31st. The
Company expects to change the fiscal year on a prospective basis
and will not adjust operating results for prior periods, and the
Company will file a transition report on Form 10-K for the
transition period ended December 31,
2022. The Company believes this change to align with the
calendar year will provide numerous benefits, including improving
comparability between periods and relative to its peers. Bristow
intends to issue financial guidance for the 2023 calendar year when
it announces next quarter's earnings.
On August 2, 2022, Bristow
completed the acquisition of British International Helicopter
Services Limited ("BIH") for £10.4 million, further enhancing
its leading global government services offering. Bristow will
integrate BIH into its U.K. operations, where BIH will adopt the
Bristow name and brand throughout its operations. BIH's more than
110 employees currently deliver combined search and rescue and
support helicopter services for the U.K. Ministry of Defence (MOD)
with operations in the Falkland
Islands and deliver Fleet Operational Sea Training (FOST)
helicopter support for the Royal Navy in the U.K. BIH currently
operates a fleet of two AW189 SAR-configured helicopters, three S61
helicopters, and one AS365 helicopter, performing various passenger
and freight transport as well as hoist operations. With this
acquisition, Bristow established an important new relationship with
the British Armed Forces, and the Company is well-positioned to
further expand its government services business throughout the U.K.
and beyond.
On July 27, 2022, Bristow was
pleased to release its first sustainability report, which
emphasizes Bristow's commitment to formally embedding
sustainability into the Company's vision and highlighting its role
as a leader in sustainability within the vertical lift industry.
Bristow's global environmental sustainability highlights in 2021
include completing flights in the U.K. using sustainable aviation
fuel (SAF), initiating a transition to electric ground support
vehicles in Norway and the U.K.,
publishing the first-of-its-kind greenhouse gas emissions report in
Brazil, and partnering with
leading companies developing electric vertical take-off and landing
(eVTOL) and electric short take-off and landing (eSTOL) aircraft.
The Company's social sustainability highlights for 2021 include
donating more than $500,000 to
community engagement programs through its global Bristow Uplift
program as well as rescuing 593 people through its U.K. search and
rescue program. Additionally, Bristow's executive management team
is 50% female, and the Company boasts a U.S. employee base in which
one in four employees is a veteran. The complete sustainability
report can be viewed at:
https://www.bristowgroup.com/sustainability-report-2022.
As announced on July 21, 2022,
Bristow has been awarded the £1.6 billion 10-year UKSAR2G contract
by the Maritime and Coastguard Agency, an executive agency of the
U.K. Department for Transport. Bristow will work in partnership
with 2Excel Aviation, a leading specialist in fixed wing services,
and Nova Systems, the consortium's innovation partner, to deliver
the contract for the MCA on behalf of Her Majesty's Coastguard. The
UKSAR2G contract combines the existing two separate aviation
contracts for fixed wing aircraft and rotary aircraft and will
include the use of unmanned aerial systems (UAS). As part of the
new contract, Bristow will continue to operate from its current 10
bases and will launch two new seasonal bases in Fort William and
Carlisle. The partners will
operate: 18 helicopters, including nine existing Leonardo AW189s
and three existing Sikorsky S-92s augmented by the introduction of
six new Leonardo AW139 helicopters; six King Air fixed-wing
airplanes; and one mobile deployable Schiebel CAMCOPTER S-100 UAS.
The companies will transition from the current contracts starting
from September 30, 2024 through to
December 31, 2026, to ensure a
continuation of critical search and rescue aviation services across
the whole of the U.K.
As announced on June 30, 2022,
Bristow has signed long-term, favorable maintenance support
agreements with Leonardo Helicopters for airframes and Pratt &
Whitney for engines on the Company's global fleet of AW139
helicopters. The legacy Era AW139 fleet was previously covered by a
limited PBH support agreement with Leonardo for the airframes,
while the engines were maintained on a time and cost of materials
basis. The legacy Bristow AW139 fleet was covered by multiple,
disparate PBH support agreements with Leonardo for the airframes,
and the engines were covered under a PBH agreement with Pratt &
Whitney. The new agreements result in consistent, global
maintenance support programs for Bristow's AW139 helicopters, both
the airframes and the engines. These agreements mitigate cost
uncertainty in an inflationary environment and will result in
maintenance expenses that are more directly correlated with flight
hours. The Company expects the new agreements to deliver unlevered,
cash-on-cash returns of approximately 20 percent over the life of
the agreements. The aggregate buy-in cost is approximately
$55 million, which will be paid in
installments between July and December
2022. In addition to the AW139 agreements, Bristow has also
signed long-term maintenance support agreements with Leonardo for
the AW189 airframe and with Honeywell for the AW139 avionics suite.
Bristow has also signed a long-term maintenance agreement with
General Electric for support of AW189 and S-92 engines.
Conference Call
Management will conduct a conference call starting at
9:00 a.m. ET (8:00 a.m. CT) on Friday, August 5, 2022, to
review the results for the fiscal first quarter ended June 30,
2022. The conference call can be accessed as follows:
All callers will need to reference the access code 162062.
Within the U.S.: Operator Assisted Toll-Free
Dial-In Number: (800) 207-0148
Outside the U.S.: Operator Assisted International
Dial-In Number: (856) 344-9282
Replay
A telephone replay will be available through August 19, 2022 by dialing 888-203-1112 and using
the access code 6245002. 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 August 19, 2022. The accompanying investor
presentation will be available on August 5, 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, the Falkland Islands, 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
(unaudited, in
thousands, except per stock amounts)
|
|
|
Three Months
Ended
|
|
Favorable/
(Unfavorable)
|
|
June 30,
2022
|
|
March 31,
2022
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
Operating
revenues
|
$
294,148
|
|
$
275,582
|
|
$
18,566
|
Reimbursable
revenues
|
7,589
|
|
11,817
|
|
(4,228)
|
Total
revenues
|
301,737
|
|
287,399
|
|
14,338
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Operating
expenses
|
224,501
|
|
217,711
|
|
(6,790)
|
Reimbursable
expenses
|
7,287
|
|
11,694
|
|
4,407
|
General and
administrative expenses
|
40,159
|
|
41,644
|
|
1,485
|
Merger and integration
costs
|
368
|
|
824
|
|
456
|
Restructuring
costs
|
—
|
|
2,113
|
|
2,113
|
Depreciation and
amortization expense
|
16,536
|
|
16,919
|
|
383
|
Total costs and
expenses
|
288,851
|
|
290,905
|
|
2,054
|
|
|
|
|
|
|
Loss on
impairment
|
(5,187)
|
|
—
|
|
(5,187)
|
Loss on disposal of
assets
|
(2,101)
|
|
(41)
|
|
(2,060)
|
Earnings (losses) from
unconsolidated affiliates, net
|
115
|
|
(325)
|
|
440
|
Operating income
(loss)
|
5,713
|
|
(3,872)
|
|
9,585
|
|
|
|
|
|
|
Interest
income
|
74
|
|
17
|
|
57
|
Interest
expense
|
(10,242)
|
|
(10,241)
|
|
(1)
|
Reorganization items,
net
|
(49)
|
|
(43)
|
|
(6)
|
Other, net
|
16,750
|
|
13,023
|
|
3,727
|
Total other income,
net
|
6,533
|
|
2,756
|
|
3,777
|
Income (loss)
before income taxes
|
12,246
|
|
(1,116)
|
|
13,362
|
Income tax
expense
|
(8,231)
|
|
(3,260)
|
|
(4,971)
|
Net income
(loss)
|
4,015
|
|
(4,376)
|
|
8,391
|
Net (income) loss
attributable to noncontrolling interests
|
(28)
|
|
63
|
|
(91)
|
Net income (loss)
attributable to Bristow Group Inc.
|
$
3,987
|
|
$ (4,313)
|
|
$
8,300
|
|
|
|
|
|
|
Basic income (loss) per
common stock
|
$
0.14
|
|
$
(0.15)
|
|
|
Diluted income (loss)
per common stock
|
$
0.14
|
|
$
(0.15)
|
|
|
|
|
|
|
|
|
Weighted average common
stock outstanding, basic
|
28,269
|
|
28,222
|
|
|
Weighted average common
stock outstanding, diluted
|
28,912
|
|
28,222
|
|
|
|
|
|
|
|
|
EBITDA
|
$ 39,024
|
|
$ 26,044
|
|
$
12,980
|
Adjusted
EBITDA
|
$ 49,010
|
|
$ 35,882
|
|
$
13,128
|
Adjusted EBITDA
excluding asset dispositions
|
$ 51,111
|
|
$ 35,923
|
|
$
15,188
|
BRISTOW GROUP
INC
OPERATING REVENUES
BY LINE OF SERVICE
(unaudited, in
thousands)
|
|
|
|
|
|
Three Months
Ended
|
|
June 30,
2022
|
|
March 31,
2022
|
Oil and gas
services:
|
|
|
|
Europe
|
$ 90,053
|
|
$ 89,234
|
Americas
|
84,665
|
|
86,249
|
Africa
|
20,362
|
|
13,837
|
Total oil and gas
services
|
$
195,080
|
|
$
189,320
|
Government
services
|
70,107
|
|
66,239
|
Fixed wing
services
|
25,942
|
|
16,806
|
Other
services
|
3,019
|
|
3,217
|
|
$
294,148
|
|
$
275,582
|
FLIGHT HOURS BY LINE
OF SERVICE
(unaudited)
|
|
|
|
|
|
Three Months
Ended
|
|
June 30,
2022
|
|
March 31,
2022
|
Oil and gas
services:
|
|
|
|
Europe
|
10,851
|
|
10,677
|
Americas
|
10,292
|
|
10,244
|
Africa
|
2,688
|
|
1,769
|
Total oil and gas
services
|
23,831
|
|
22,690
|
Government
services
|
4,536
|
|
3,542
|
Fixed wing
services
|
3,330
|
|
2,859
|
|
31,697
|
|
29,091
|
BRISTOW GROUP
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in thousands,
unaudited)
|
|
June 30,
2022
|
|
March 31,
2022
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
258,433
|
|
$
266,014
|
Accounts
receivable
|
212,089
|
|
203,771
|
Inventories
|
81,362
|
|
81,674
|
Assets held for
sale
|
54
|
|
59
|
Prepaid expenses and
other current assets
|
30,848
|
|
28,367
|
Total current
assets
|
582,786
|
|
579,885
|
Property and
equipment
|
900,756
|
|
942,608
|
Investment in
unconsolidated affiliates
|
17,000
|
|
17,585
|
Right-of-use
assets
|
215,480
|
|
193,505
|
Other assets
|
126,350
|
|
90,696
|
Total
assets
|
$
1,842,372
|
|
$
1,824,279
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
87,249
|
|
$
63,497
|
Accrued
liabilities
|
238,811
|
|
211,499
|
Short-term borrowings
and current maturities of long-term debt
|
11,768
|
|
12,759
|
Total current
liabilities
|
337,828
|
|
287,755
|
Long-term debt, less
current maturities
|
502,603
|
|
512,909
|
Deferred
taxes
|
41,739
|
|
39,811
|
Long-term operating
lease liabilities
|
149,010
|
|
125,441
|
Deferred credits and
other liabilities
|
17,805
|
|
22,995
|
Total
liabilities
|
1,048,985
|
|
988,911
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
Common
stock
|
306
|
|
303
|
Additional paid-in
capital
|
702,496
|
|
699,401
|
Retained
earnings
|
215,207
|
|
211,220
|
Treasury stock, at
cost
|
(56,361)
|
|
(51,659)
|
Accumulated other
comprehensive income
|
(67,862)
|
|
(23,450)
|
Total Bristow Group
Inc. stockholders' equity
|
793,786
|
|
835,815
|
Noncontrolling
interests
|
(399)
|
|
(447)
|
Total stockholders'
equity
|
793,387
|
|
835,368
|
Total liabilities
stockholders' equity
|
$
1,842,372
|
|
$
1,824,279
|
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
|
|
June 30,
2022
|
|
March 31,
2022
|
Net income
(loss)
|
4,015
|
|
(4,376)
|
Depreciation and
amortization
|
16,536
|
|
16,919
|
Interest
expense
|
10,242
|
|
10,241
|
Income tax
expense
|
8,231
|
|
3,260
|
EBITDA
|
$ 39,024
|
|
$ 26,044
|
Special items
(1)
|
9,986
|
|
9,838
|
Adjusted
EBITDA
|
$ 49,010
|
|
$ 35,882
|
Loss on disposal of
assets
|
2,101
|
|
41
|
Adjusted EBITDA
excluding asset dispositions
|
$ 51,111
|
|
$ 35,923
|
|
(1)
Special items include the following:
|
|
Three Months
Ended
|
|
June 30,
2022
|
|
March 31,
2022
|
Restructuring
costs
|
$
—
|
|
$
2,113
|
Loss on
impairment
|
5,187
|
|
—
|
PBH
amortization
|
3,291
|
|
3,062
|
Merger and integration
costs
|
368
|
|
824
|
Reorganization items,
net
|
49
|
|
43
|
Nonrecurring
professional services fees
|
1,091
|
|
3,796
|
|
$
9,986
|
|
$
9,838
|
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, 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 reorganization items. 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
|
|
June 30,
2022
|
|
March 31,
2022
|
Net cash provided by
operating activities
|
22,750
|
|
5,577
|
Plus: Proceeds from
disposition of property and equipment
|
7,558
|
|
—
|
Less: Purchases of
property and equipment
|
(9,046)
|
|
(7,842)
|
Free Cash
Flow
|
$ 21,262
|
|
$ (2,265)
|
Plus: Restructuring
costs
|
1,479
|
|
—
|
Plus: Merger and
integration costs
|
277
|
|
851
|
Plus: Reorganization
items, net
|
42
|
|
29
|
Plus: Nonrecurring
professional services fees
|
2,966
|
|
819
|
Adjusted Free Cash
Flow
|
$ 26,026
|
|
$
(566)
|
Net purchases of
property and equipment ("Net Capex")
|
1,488
|
|
7,842
|
Adjusted Free Cash Flow
excluding Net Capex
|
$ 27,514
|
|
$
7,276
|
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
|
|
13
|
H225
|
|
—
|
|
—
|
|
1
|
|
1
|
|
19
|
|
14
|
AW189
|
|
17
|
|
1
|
|
—
|
|
18
|
|
16
|
|
6
|
|
|
56
|
|
28
|
|
1
|
|
85
|
|
|
|
|
Medium
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AW139
|
|
51
|
|
4
|
|
—
|
|
55
|
|
12
|
|
11
|
S-76
D/C++/C+
|
|
22
|
|
—
|
|
—
|
|
22
|
|
12
|
|
12
|
|
|
73
|
|
4
|
|
—
|
|
77
|
|
|
|
|
Light—Twin Engine
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AW109
|
|
4
|
|
—
|
|
—
|
|
4
|
|
7
|
|
15
|
EC135
|
|
10
|
|
—
|
|
—
|
|
10
|
|
6
|
|
13
|
|
|
14
|
|
—
|
|
—
|
|
14
|
|
|
|
|
Light—Single Engine
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AS350
|
|
17
|
|
—
|
|
—
|
|
17
|
|
4
|
|
25
|
AW119
|
|
13
|
|
—
|
|
—
|
|
13
|
|
7
|
|
16
|
|
|
30
|
|
—
|
|
—
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Helicopters
|
|
173
|
|
32
|
|
1
|
|
206
|
|
|
|
13
|
Fixed wing
|
|
6
|
|
8
|
|
—
|
|
14
|
|
|
|
|
UAV
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|
|
|
Total
Fleet
|
|
179
|
|
42
|
|
1
|
|
222
|
|
|
|
|
______________________
|
(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
June 30, 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
|
|
54 %
|
|
61
|
|
9
|
|
—
|
|
3
|
|
2
|
|
—
|
|
75
|
Americas
|
|
31 %
|
|
20
|
|
52
|
|
14
|
|
27
|
|
—
|
|
—
|
|
113
|
Asia Pacific
|
|
7 %
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
12
|
|
14
|
Africa
|
|
8 %
|
|
4
|
|
14
|
|
—
|
|
—
|
|
—
|
|
2
|
|
20
|
Total
|
|
100 %
|
|
85
|
|
77
|
|
14
|
|
30
|
|
2
|
|
14
|
|
222
|
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SOURCE Bristow Group