HOUSTON, Nov. 2, 2022
/PRNewswire/ --
- Total revenues of $307.3 million
in Q2 FY23 compared to $301.7 million
in Q1 FY23
- Net income of $16.5 million, or
$0.58 per diluted share, in Q2 FY23
compared to net income of $4.0
million, or $0.14 per diluted
share, in Q1 FY23
- EBITDA adjusted to exclude special items, asset dispositions
and foreign exchange gains was $33.9
million in Q2 FY23 compared to $37.1
million in Q1 FY23
- As of September 30, 2022,
unrestricted cash balance was $199.5
million, with total liquidity of $251.2 million
Bristow Group Inc. (NYSE: VTOL) today reported net income
attributable to the Company of $16.5
million, or $0.58 per diluted
share, for its fiscal second quarter ended September 30, 2022
("Current Quarter") on operating revenues of $299.4 million compared to net income
attributable to the Company of $4.0
million, or $0.14 per diluted
share, in the quarter ended June 30, 2022 ("Preceding
Quarter") on operating revenues of $294.1
million.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") was $42.7 million in the
Current Quarter compared to $39.0
million in the Preceding Quarter. EBITDA adjusted to exclude
special items, gains or losses on asset dispositions and foreign
exchange gains was $33.9 million in
the Current Quarter compared to $37.1
million in the Preceding Quarter. The following table
provides a reconciliation of net income to EBITDA, Adjusted EBITDA
and Adjusted EBITDA excluding gains or losses on asset dispositions
and foreign exchange gains (in thousands, unaudited). See "Non-GAAP
Financial Measures" for further information on the use of non-GAAP
financial measures used herein.
|
Three Months
Ended,
|
|
September 30,
2022
|
|
June 30,
2022
|
Net income
|
$
16,501
|
|
$
4,015
|
Depreciation and
amortization expense
|
16,051
|
|
16,536
|
Interest
expense
|
10,008
|
|
10,242
|
Income tax
expense
|
116
|
|
8,231
|
EBITDA
|
$
42,676
|
|
$
39,024
|
Special
items:
|
|
|
|
Loss on
impairment
|
—
|
|
5,187
|
PBH
amortization
|
3,238
|
|
3,291
|
Merger and integration
costs
|
291
|
|
368
|
Reorganization items,
net
|
29
|
|
49
|
Other special
items(1)
|
1,239
|
|
1,091
|
|
$
4,797
|
|
$
9,986
|
Adjusted
EBITDA
|
$
47,473
|
|
$
49,010
|
(Gains) losses on
disposal of assets
|
(3,368)
|
|
2,101
|
Foreign exchange
(gains)
|
(10,199)
|
|
(13,984)
|
Adjusted EBITDA
excluding asset dispositions and foreign exchange
|
$
33,906
|
|
$
37,127
|
|
(1) Other special items include
professional services fees that are not related to continuing
business operations and other nonrecurring costs.
|
"The strengthening fundamentals in the offshore oil and gas
market indicate that we are in the early innings of a multi-year
growth cycle," said Chris Bradshaw,
President and CEO of Bristow Group. "International supply
challenges and energy security concerns are expected to drive
increased demand for services, while a tighter equipment market,
constrained global labor force, and inflationary cost pressures
should drive a material increase in rates. Combined with new
contract additions in our government services business and improved
activity levels for our fixed wing business in Australia, the fundamentals for Bristow's
business are improving significantly. A strong U.S. dollar is
unfortunately muting the full impact of these improvements in our
calendar year 2023 financial outlook."
Sequential Quarter Results
Operating revenues in the Current Quarter were $5.2 million higher compared to the Preceding
Quarter. Operating revenues from oil and gas services were
$2.0 million higher primarily due to
higher lease payment collections from Cougar Helicopters Inc.
("Cougar"), which are recognized on a cash basis, and higher
utilization in the Africa region.
These increases were partially offset by the weakening of the
Norwegian krone and British pound sterling relative to the U.S.
dollar. Operating revenues from government services were
$0.2 million lower primarily due to
the weakening of the British pound sterling relative to the U.S.
dollar, partially offset by the acquisition of British
International Helicopters Services ("BIH"). Operating revenues from
fixed wing services were $3.0 million
higher due to higher utilization.
Operating expenses were $6.9
million higher in the Current Quarter primarily due to
higher personnel, repairs and maintenance costs, and other
expenses.
General and administrative expenses were $1.0 million higher in the Current Quarter
primarily due to higher professional services fees.
During the Current Quarter, the Company disposed of three
helicopters and other assets and recognized a net gain of
$3.4 million. During the Preceding
Quarter, the Company recognized a loss on disposal of assets of
$2.1 million from the sale of five
helicopters.
Other income, net of $11.3 million
in the Current Quarter primarily resulted from foreign exchange
gains of $10.2 million. Other income,
net of $16.8 million in the Preceding
Quarter primarily resulted from foreign exchange gains of
$14.0 million and government grants
to fixed wing services of $2.5
million.
Income tax expense was $0.1
million in the Current Quarter compared to $8.2 million in the Preceding Quarter. The
effective tax rate during the Current Quarter is lower than the
U.S. statutory rate due to the mix of earnings from our U.S. and
foreign jurisdictions, the impact of utilizing net operating losses
in certain jurisdictions and the tax impact of foreign exchange
losses outside the U.S.
Fiscal Year 2023 Outlook
Please read the paragraph entitled "Forward Looking Statements
Disclosure" below for further discussion regarding the risks and
uncertainties as well as other important information regarding the
guidance. The following guidance also contains the non-GAAP
financial measure of Adjusted EBITDA. Please read the paragraph
entitled "Non-GAAP Financial Measures" for further information.
Select financial targets for the calendar year commencing
January 1, 2023 and ending
December 31, 2023 ("Calendar Year
2023" or "CY2023") are as follows:
Calendar Year
2023E
(in USD,
millions)
|
Operating
revenues:
|
|
|
Oil and gas
services
|
|
$735 - $825
|
Government
services
|
|
$315 - $330
|
Fixed wing
services
|
|
$90 - $105
|
Other
services
|
|
$10 - $15
|
Total operating
revenues
|
|
$1,150 -
$1,275
|
|
|
|
Adjusted EBITDA,
excluding asset dispositions and foreign exchange (gains)
losses
|
|
$140 - $160
|
|
|
|
Cash
interest
|
|
~$40
|
Cash taxes
|
|
$20 - $25
|
Capital
expenditures:
|
|
|
Maintenance
|
|
$15 - $20
|
Growth
|
|
$25 - $30
|
Total capital
expenditures
|
|
$40 - $50
|
There are two main ways in which foreign currency fluctuations
impact Bristow's reported financials. The first is primarily
non-cash foreign exchange gains (losses) that are reported in the
Other Income line on the Income Statement. These are related to the
revaluation of balance sheet items, and they are now excluded in
our Adjusted EBITDA presentation. The second is through impacts to
certain revenue and expense items, which impact the Company's cash
flows. The primary exposure is the GBP/USD exchange rate, and this
impact is discussed below to offer a more comparable currency
basis.
|
CY
2023E
|
|
LTM as of
09/30/2022
|
|
(in millions, except
for exchange rates)
|
|
|
|
|
Adjusted EBITDA,
excluding asset dispositions and foreign exchange (gains)
losses
|
$140 - $160
|
|
$133
|
|
|
|
|
Average GBP/USD
exchange rate
|
1.16
|
|
1.28
|
Each £0.01 movement in the GBP/USD exchange rate would impact
CY2023E Adjusted EBITDA by +/- ~$1.5
million.
For illustrative purposes, if the GBP/USD exchange rate in
CY2023E were equivalent to the average GBP/USD exchange rate over
the last twelve month ("LTM") period ending September 30,
2022, the Adjusted EBITDA guidance range would be $158 - $175
million.
Outlook by Line of Service
Oil and Gas:
We are seeing positive signs that the offshore oil and gas
market is entering a multi-year growth cycle. Given our sector's
late cycle exposure and the lag effect involving new projects, this
should become evident in our financials in CY 2023. A tighter
equipment market, constrained global labor force, and inflationary
cost pressures should drive meaningful rate increases.
Europe
region:
Activity in this region remained relatively less
affected during the recent industry downturn, particularly in
Norway. We were awarded a new
four-year SAR contract in Norway,
expected to start in September 2023.
A stronger U.S. dollar relative to the British pound sterling and
Norwegian krone represents headwinds for the financial results in
this region.
Americas region:
Increased customer activity and contract awards
are expected to drive increased utilization in the U.S.
Gulf of Mexico and Brazil. GOM SAR
activity lower due to fewer COVID-related flights, but we expect
positive offset from an adjustment to our contracting model.
Guyana revenues to decline due to
the end of a customer contract at year-end 2022.
Africa
region:
Beginning to see a gradual increase in market
activity and customer focus shifting towards reliability and
service quality over absolute cost.
Government Services:
Business expanding based on new contract awards
and BIH acquisition. Full year impact of Netherlands SAR contract
and the Dutch Caribbean SAR contract to have positive impact in
CY2023. UK SAR rate increase in CY 2023. A stronger U.S. dollar
relative to the British pound sterling represents headwinds for
financial results.
Fixed wing and other services:
The reopening of borders in Australia driving increased activity.
Beginning to see growth from charter revenues, expected to continue
through 2023. Pilot shortages in the region will remain a
challenge.
Liquidity and Capital Allocation
As of September 30, 2022, the Company had $199.5 million of unrestricted cash and
$51.7 million of remaining
availability under its amended asset-based revolving credit
facility (the "ABL Facility") for total liquidity of $251.2 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 $9.1 million, resulting in net purchases of /
(proceeds from) property and equipment ("Net Capex") of
$(0.1) million. In the Preceding
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 Capex of $1.5 million. See Adjusted Free Cash Flow
Reconciliation for a reconciliation of Net Capex and Adjusted Free
Cash Flow.
During the Current Quarter, the Company repurchased 267,419
shares of common stock in open market transactions for gross
consideration of $6.3 million,
at an average cost per share of $23.41.
Conference Call
Management will conduct a conference call starting at
10:00 a.m. ET (9:00 a.m. CT) on Thursday, November 3, 2022,
to review the results for the fiscal second quarter ended
September 30, 2022. The conference call can be accessed as
follows:
All callers will need to reference the access code 940005.
Within the U.S.: Operator Assisted Toll-Free
Dial-In Number: (800) 289-0462
Outside the U.S.: Operator Assisted International
Dial-In Number: (856) 344-9298
Replay
A replay of the call will be available through November 17, 2022, using the link
https://event.webcasts.com/starthere.jsp?ei=1580434&tp_key=1bd2862309.
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 November 17, 2022. The
accompanying investor presentation will be available on
November 3, 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 aviation services such as SAR and other
services on behalf of government entities. 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 and, for the avoidance of doubt,
include all statements herein regarding the Company's financial
targets for Calendar Year 2023 and operational outlook. 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 (including
the Company's financial targets for Calendar Year 2023 and
operational outlook) 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, except as may be required by applicable
law.
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
governments that impact oil and gas operations or favor renewable
energy projects; 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 the foregoing 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 share amounts)
|
|
Three Months
Ended
|
|
Favorable/
(Unfavorable)
|
|
September 30,
2022
|
|
June
30,
2022
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
Operating
revenues
|
$
299,391
|
|
$
294,148
|
|
$
5,243
|
Reimbursable
revenues
|
7,879
|
|
7,589
|
|
290
|
Total
revenues
|
307,270
|
|
301,737
|
|
5,533
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Operating
expenses
|
231,423
|
|
224,501
|
|
(6,922)
|
Reimbursable
expenses
|
7,673
|
|
7,287
|
|
(386)
|
General and
administrative expenses
|
41,146
|
|
40,159
|
|
(987)
|
Merger and integration
costs
|
291
|
|
368
|
|
77
|
Depreciation and
amortization expense
|
16,051
|
|
16,536
|
|
485
|
Total costs and
expenses
|
296,584
|
|
288,851
|
|
(7,733)
|
|
|
|
|
|
|
Loss on
impairment
|
—
|
|
(5,187)
|
|
5,187
|
Gain (loss) on disposal
of assets
|
3,368
|
|
(2,101)
|
|
5,469
|
Earnings from
unconsolidated affiliates, net
|
630
|
|
115
|
|
515
|
Operating
income
|
14,684
|
|
5,713
|
|
8,971
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
627
|
|
74
|
|
553
|
Interest expense,
net
|
(10,008)
|
|
(10,242)
|
|
234
|
Reorganization items,
net
|
(29)
|
|
(49)
|
|
20
|
Other, net
|
11,343
|
|
16,750
|
|
(5,407)
|
Total other income,
net
|
1,933
|
|
6,533
|
|
(4,600)
|
Income before
income taxes
|
16,617
|
|
12,246
|
|
4,371
|
Income tax
expense
|
(116)
|
|
(8,231)
|
|
8,115
|
Net
income
|
16,501
|
|
4,015
|
|
12,486
|
Net loss (income)
attributable to noncontrolling interests
|
17
|
|
(28)
|
|
45
|
Net income
attributable to Bristow Group Inc.
|
$
16,518
|
|
$
3,987
|
|
$
12,531
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per
common share
|
$
0.59
|
|
$
0.14
|
|
|
Diluted earnings per
common share
|
$
0.58
|
|
$
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding, basic
|
27,958
|
|
28,269
|
|
|
Weighted average common
shares outstanding, diluted
|
28,405
|
|
28,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
$
42,676
|
|
$
39,024
|
|
$
3,652
|
Adjusted
EBITDA
|
$
47,473
|
|
$
49,010
|
|
$
(1,537)
|
Adjusted EBITDA
excluding asset dispositions and foreign exchange
|
$
33,906
|
|
$
37,127
|
|
$
(3,221)
|
BRISTOW GROUP
INC
OPERATING REVENUES
BY LINE OF SERVICE
(unaudited, in
thousands)
|
|
|
|
|
|
Three Months
Ended
|
|
September 30,
2022
|
|
June 30,
2022
|
Oil and gas
services:
|
|
|
|
Europe
|
$
87,867
|
|
$
90,053
|
Americas
|
88,015
|
|
84,665
|
Africa
|
21,194
|
|
20,362
|
Total oil and
gas services
|
$
197,076
|
|
$
195,080
|
Government
services
|
69,908
|
|
70,107
|
Fixed wing
services
|
28,945
|
|
25,942
|
Other
services
|
3,462
|
|
3,019
|
|
$
299,391
|
|
$
294,148
|
FLIGHT HOURS BY LINE
OF SERVICE
(unaudited)
|
|
|
|
|
|
Three Months
Ended
|
|
September 30,
2022
|
|
June 30,
2022
|
Oil and gas
services:
|
|
|
|
Europe
|
10,373
|
|
10,851
|
Americas
|
10,361
|
|
10,292
|
Africa
|
2,914
|
|
2,688
|
Total oil and
gas services
|
23,648
|
|
23,831
|
Government
services
|
4,457
|
|
4,536
|
Fixed wing
services
|
3,157
|
|
3,330
|
|
31,262
|
|
31,697
|
BRISTOW GROUP
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in thousands,
unaudited)
|
|
September
30,
2022
|
|
March 31,
2022
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
201,303
|
|
$
266,014
|
Accounts
receivable
|
204,762
|
|
203,771
|
Inventories
|
79,430
|
|
81,674
|
Prepaid expenses and
other current assets
|
38,961
|
|
28,426
|
Total current
assets
|
524,456
|
|
579,885
|
Property and
equipment
|
867,521
|
|
942,608
|
Investment in
unconsolidated affiliates
|
17,000
|
|
17,585
|
Right-of-use
assets
|
228,799
|
|
193,505
|
Other assets
|
125,564
|
|
90,696
|
Total
assets
|
$ 1,763,340
|
|
$ 1,824,279
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
73,371
|
|
$
63,497
|
Accrued
liabilities
|
210,220
|
|
211,499
|
Short-term borrowings
and current maturities of long-term debt
|
10,817
|
|
12,759
|
Total current
liabilities
|
294,408
|
|
287,755
|
Long-term debt, less
current maturities
|
492,868
|
|
512,909
|
Deferred
taxes
|
37,371
|
|
39,811
|
Long-term operating
lease liabilities
|
158,511
|
|
125,441
|
Deferred credits and
other liabilities
|
11,348
|
|
22,995
|
Total
liabilities
|
994,506
|
|
988,911
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
Common
stock
|
306
|
|
303
|
Additional paid-in
capital
|
706,657
|
|
699,401
|
Retained
earnings
|
231,725
|
|
211,220
|
Treasury stock, at
cost
|
(63,009)
|
|
(51,659)
|
Accumulated other
comprehensive loss
|
(106,447)
|
|
(23,450)
|
Total Bristow Group
Inc. stockholders' equity
|
769,232
|
|
835,815
|
Noncontrolling
interests
|
(398)
|
|
(447)
|
Total stockholders'
equity
|
768,834
|
|
835,368
|
Total liabilities
stockholders' equity
|
$ 1,763,340
|
|
$ 1,824,279
|
Non-GAAP Financial Measures
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). The Company is unable to
provide a reconciliation of forecasted Adjusted EBITDA for Calendar
Year 2023 included in this release to projected net income (GAAP)
for the same period because components of the calculation are
inherently unpredictable. The inability to forecast certain
components of the calculation would significantly affect the
accuracy of the reconciliation. Additionally, the Company does not
provide guidance on the items used to reconcile projected Adjusted
EBITDA due to the uncertainty regarding timing and estimates of
such items. Therefore, the Company cannot reconcile forecasted
Adjusted EBITDA for Calendar Year 2023 to net income (GAAP) for the
same period without unreasonable effort.
|
Three Months
Ended
|
|
September 30,
2022
|
|
June 30,
2022
|
Net income
|
$
16,501
|
|
$
4,015
|
Depreciation and
amortization expense
|
16,051
|
|
16,536
|
Interest
expense
|
10,008
|
|
10,242
|
Income tax
expense
|
116
|
|
8,231
|
EBITDA
|
$
42,676
|
|
$
39,024
|
Special items
(1)
|
4,797
|
|
9,986
|
Adjusted
EBITDA
|
$
47,473
|
|
$
49,010
|
(Gains) losses on
disposal of assets, net
|
(3,368)
|
|
2,101
|
Foreign exchange
(gains)
|
(10,199)
|
|
(13,984)
|
Adjusted EBITDA
excluding asset dispositions and foreign exchange
|
$
33,906
|
|
$
37,127
|
|
(1) Special
items include the following:
|
|
Three Months
Ended
|
|
September 30,
2022
|
|
June 30,
2022
|
Loss on
impairment
|
$
—
|
|
$
5,187
|
PBH
amortization
|
3,238
|
|
3,291
|
Merger and integration
costs
|
291
|
|
368
|
Reorganization items,
net
|
29
|
|
49
|
Other special items
(2)
|
1,239
|
|
1,091
|
|
$
4,797
|
|
$
9,986
|
______________________
|
(2) Other special items include
professional services fees that are not related to continuing
business operations and other nonrecurring costs.
|
Reconciliation of LTM Adjusted EBITDA
|
Three Months
Ended
|
|
|
|
September
30,
2022
|
|
June
30,
2022
|
|
March
31,
2022
|
|
December 31,
2021
|
|
LTM
|
Net income
(loss)
|
$
16,501
|
|
$
4,015
|
|
$
(4,376)
|
|
$
164
|
|
$
16,304
|
Depreciation and
amortization expense
|
16,051
|
|
16,536
|
|
16,919
|
|
17,223
|
|
66,729
|
Interest
expense
|
10,008
|
|
10,242
|
|
10,241
|
|
10,230
|
|
40,721
|
Income tax expense
(benefit)
|
116
|
|
8,231
|
|
3,260
|
|
(1,608)
|
|
9,999
|
EBITDA
|
$
42,676
|
|
$
39,024
|
|
$
26,044
|
|
$
26,009
|
|
$ 133,753
|
Special items
(1)
|
4,797
|
|
9,986
|
|
9,838
|
|
5,393
|
|
30,014
|
Adjusted
EBITDA
|
$
47,473
|
|
$
49,010
|
|
$
35,882
|
|
$
31,402
|
|
$ 163,767
|
(Gains) losses on
disposals of assets, net
|
(3,368)
|
|
2,101
|
|
41
|
|
(727)
|
|
(1,953)
|
Foreign exchange
(gains) losses
|
(10,199)
|
|
(13,984)
|
|
(5,950)
|
|
771
|
|
(29,362)
|
Adjusted EBITDA
excluding asset
dispositions and foreign exchange
|
$
33,906
|
|
$
37,127
|
|
$
29,973
|
|
$
31,446
|
|
$ 132,452
|
|
(1) Special
items include the following:
|
|
Three Months
Ended
|
|
|
(1)
Special items include the following:
|
September
30,
2022
|
|
June
30,
2022
|
|
March
31,
2022
|
|
December 31,
2021
|
|
LTM
|
Restructuring
costs
|
$
—
|
|
$
—
|
|
$
2,113
|
|
$
17
|
|
$
2,130
|
Loss on
impairment
|
—
|
|
5,187
|
|
—
|
|
—
|
|
5,187
|
PBH
amortization
|
3,238
|
|
3,291
|
|
3,062
|
|
3,060
|
|
12,651
|
Merger and integration
costs
|
291
|
|
368
|
|
824
|
|
34
|
|
1,517
|
Reorganization items,
net
|
29
|
|
49
|
|
43
|
|
29
|
|
150
|
Other special items
(2)
|
1,239
|
|
1,091
|
|
3,796
|
|
2,253
|
|
8,379
|
|
$
4,797
|
|
$
9,986
|
|
$
9,838
|
|
$
5,393
|
|
$
30,014
|
______________________
|
(2) Other special items include
professional services fees that are not related to continuing
business operations and other nonrecurring costs.
|
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 costs paid in relation to a PBH maintenance agreement
buy-in, reorganization items, cost associated with recent mergers,
acquisitions and ongoing integration efforts as well as other
special items which include nonrecurring professional services fees
and other nonrecurring costs or costs that are not related to
continuing business operations.. 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
|
|
September 30,
2022
|
|
June 30,
2022
|
Net cash (used in)
provided by operating activities
|
$
(17,570)
|
|
$
22,750
|
Plus: Proceeds from
disposition of property and equipment
|
9,130
|
|
7,558
|
Less: Purchases of
property and equipment
|
(9,018)
|
|
(9,046)
|
Free Cash
Flow
|
$
(17,458)
|
|
$
21,262
|
Plus: PBH buy-in
costs
|
31,236
|
|
—
|
Plus: Restructuring
costs
|
—
|
|
1,479
|
Plus: Merger and
integration costs
|
255
|
|
277
|
Plus: Reorganization
items, net
|
51
|
|
42
|
Plus: Other special
items
|
1,033
|
|
2,966
|
Adjusted Free Cash
Flow
|
$
15,117
|
|
$
26,026
|
Net (proceeds
from)/purchases of property and equipment ("Net Capex")
|
(112)
|
|
1,488
|
Adjusted Free Cash Flow
excluding Net Capex
|
$
15,005
|
|
$
27,514
|
BRISTOW GROUP
INC
FLEET
COUNT
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Aircraft
|
|
|
|
|
Type
|
|
Owned
Aircraft
|
|
Leased
Aircraft
|
|
Consolidated
Aircraft
|
|
Max
Pass
Capacity
|
|
Average
Age
(years)(1)
|
Heavy
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
S-92
|
|
39
|
|
28
|
|
67
|
|
19
|
|
13
|
AW189
|
|
17
|
|
3
|
|
20
|
|
16
|
|
6
|
S-61
|
|
2
|
|
1
|
|
3
|
|
19
|
|
51
|
|
|
58
|
|
32
|
|
90
|
|
|
|
|
Medium
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
AW139
|
|
50
|
|
4
|
|
54
|
|
12
|
|
12
|
S-76
D/C++/C+
|
|
22
|
|
—
|
|
22
|
|
12
|
|
12
|
AS365
|
|
1
|
|
—
|
|
1
|
|
12
|
|
33
|
|
|
73
|
|
4
|
|
77
|
|
|
|
|
Light—Twin Engine
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
AW109
|
|
4
|
|
—
|
|
4
|
|
7
|
|
15
|
EC135
|
|
9
|
|
1
|
|
10
|
|
6
|
|
13
|
|
|
13
|
|
1
|
|
14
|
|
|
|
|
Light—Single Engine
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
AS350
|
|
17
|
|
—
|
|
17
|
|
4
|
|
25
|
AW119
|
|
13
|
|
—
|
|
13
|
|
7
|
|
16
|
|
|
30
|
|
—
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Helicopters
|
|
174
|
|
37
|
|
211
|
|
|
|
14
|
Fixed Wing
|
|
6
|
|
9
|
|
15
|
|
|
|
|
UAV
|
|
2
|
|
2
|
|
4
|
|
|
|
|
Total
Fleet
|
|
182
|
|
48
|
|
230
|
|
|
|
|
______________________
|
(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
September 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
|
|
53 %
|
|
61
|
|
8
|
|
—
|
|
3
|
|
4
|
|
—
|
|
76
|
Americas
|
|
32 %
|
|
25
|
|
52
|
|
13
|
|
27
|
|
—
|
|
—
|
|
117
|
Asia Pacific
|
|
7 %
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
13
|
|
15
|
Africa
|
|
8 %
|
|
4
|
|
15
|
|
1
|
|
—
|
|
—
|
|
2
|
|
22
|
Total
|
|
100 %
|
|
90
|
|
77
|
|
14
|
|
30
|
|
4
|
|
15
|
|
230
|
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SOURCE Bristow Group