- Total revenues of $313.6 million
for the quarter ended December 31,
2022 compared to $307.3
million for the quarter ended September 30, 2022
- Net loss of $7.0 million, or
$0.25 per diluted share, for the
quarter ended December 31, 2022
compared to net income of $16.5
million, or $0.58 per diluted
share, for the quarter ended September 30,
2022
- EBITDA adjusted to exclude special items, asset dispositions
and foreign exchange gains was $36.3
million for the quarter ended December 31, 2022 compared to $33.9 million for the quarter ended September 30, 2022
- As of December 31, 2022,
unrestricted cash balance was $160.0
million with total liquidity of $239.7 million
- Updated 2023E financial guidance includes higher Adjusted
EBITDA range of $150 - $170 million
HOUSTON, March 8,
2023 /PRNewswire/ -- Bristow Group Inc. (NYSE: VTOL)
today reported net loss attributable to the Company of $7.0 million, or $0.25 per diluted share, for its quarter ended
December 31, 2022 ("Current Quarter") on operating revenues of
$304.3 million compared to net income
attributable to the Company of $16.5
million, or $0.58 per diluted
share, for the quarter ended September 30, 2022 (the
"Preceding Quarter") on operating revenues of $299.4 million.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") was $19.7 million in the
Current Quarter compared to $42.7
million in the Preceding Quarter. EBITDA adjusted to exclude
special items, gains or losses on asset dispositions and foreign
exchange gains or losses was $36.3
million in the Current Quarter compared to $33.9 million in the Preceding Quarter. The
following table provides a reconciliation of net income or loss to
EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding gains or
losses on asset dispositions and foreign exchange gains or losses
(in thousands, unaudited). See "Non-GAAP Financial Measures" for
further information on the use of non-GAAP financial measures used
herein.
|
Three Months
Ended
|
|
December 31,
2022
|
|
September 30,
2022
|
Net income
(loss)
|
$
(6,931)
|
|
$
16,501
|
Depreciation and
amortization expense
|
17,000
|
|
16,051
|
Interest expense,
net
|
10,457
|
|
10,008
|
Income tax expense
(benefit)
|
(853)
|
|
116
|
EBITDA
|
$
19,673
|
|
$
42,676
|
Special
items:
|
|
|
|
PBH
amortization
|
3,700
|
|
3,238
|
Merger and integration
costs
|
335
|
|
291
|
Reorganization items,
net
|
21
|
|
29
|
Other special items
(1)
|
1,627
|
|
1,239
|
|
$
5,683
|
|
$
4,797
|
Adjusted
EBITDA
|
$
25,356
|
|
$
47,473
|
(Gains) losses on
disposal of assets
|
1,747
|
|
(3,368)
|
Foreign exchange
(gains) losses
|
9,243
|
|
(10,199)
|
Adjusted EBITDA
excluding asset dispositions and foreign exchange
|
$
36,346
|
|
$
33,906
|
|
(1) Other special items include
professional services fees that are not related to continuing
business operations and other nonrecurring costs.
|
"With the recent contract wins in our Government Services line
and a stronger oil and gas market, the fundamentals for Bristow's
business are improving significantly in 2023," said Chris Bradshaw, President and CEO of Bristow
Group. "We are pleased to issue an updated 2023 financial outlook
that includes a higher Adjusted EBITDA range of $150 - $170
million. The first quarter will represent the Company's
softest financial results, and the momentum will then build with
the run rate at year-end expected to be significantly higher than
the first half of the year."
Sequential Quarter Results
Operating revenues in the Current Quarter were $5.0 million higher compared to the Preceding
Quarter. Operating revenues from offshore energy services were
$1.5 million higher primarily due to
higher utilization in the Africa
region, partially offset by lower utilization in the Americas and
the weakening of the Norwegian krone ("NOK") and British pound
sterling ("GBP") relative to the U.S. dollar in the Europe region. Operating revenues from
government services were $7.1 million
higher in the Current Quarter primarily due to the commencement of
new contracts in the Dutch Caribbean, the
Netherlands and the Falkland
Islands, partially offset by lower revenues in U.K. SAR due
to lower activity. These increases were partially offset by lower
fixed wing services revenues of $3.9
million due to lower activity, consistent with typical
seasonality.
Operating expenses were $3.3
million higher in the Current Quarter primarily due to
subcontractor costs related to new revenue-generating contracts,
higher personnel costs and leased-in equipment costs, partially
offset by lower fuel expenses and repairs and maintenance
costs.
General and administrative expenses were $0.6 million higher in the Current Quarter
primarily due to higher compensation costs and higher information
technology costs.
Depreciation and amortization expenses were $0.9 million higher in the Current Quarter
primarily due to depreciation and amortization incurred on assets
following an acquisition.
During the Current Quarter, the Company sold or otherwise
disposed of four helicopters and other assets, resulting in a net
loss of $1.7 million. During the
Preceding Quarter, the Company sold or otherwise disposed of three
helicopters and other assets, resulting in a net gain of
$3.4 million.
Other expense, net of $7.7 million
in the Current Quarter primarily resulted from foreign exchange
losses of $9.2 million, partially
offset by a favorable interest adjustment to the Company's pension
liability. Other income, net of $11.3
million in the Preceding Quarter primarily consisted of
foreign exchange gains of $10.2
million.
Income tax benefit was $0.9
million in the Current Quarter compared to expense of
$0.1 million in the Preceding
Quarter. The change in income tax benefit and expense is primarily
due to the earnings mix of the Company's global operations.
Transition Year-End Results
On August 3, 2022, Bristow's Board
of Directors approved a change in the fiscal year end of the
Company from March 31st to December
31st, on a prospective basis, aligning its fiscal year to
the calendar year. As such, references below to the "Current
Period" refer to the nine months ended December 31, 2022, and
references to the "Prior Year Period" refer to the nine months
ended December 31, 2021. The
Company's fiscal year 2023 commenced on January 1, 2023.
Bristow reported net income attributable to the Company of
$13.5 million, or income per diluted
share of $0.47, for the Current
Period on operating revenues of $897.9
million compared to a net loss attributable to the Company
of $11.5 million, or $0.40 per diluted share, on operating revenues of
$863.5 million for the Prior Year
Period.
Operating revenues in the Current Period were $34.4 million higher compared to the Prior Year
Period. Operating revenues from offshore energy services were
$12.4 million higher in the Current
Period primarily due to higher utilization in the Africa and Americas regions, partially offset
by the weakening of the NOK and GBP relative to the U.S. dollar.
Operating revenues from government services were $10.4 million higher in the Current Period
primarily due to the commencement of new contracts in the
Falkland Islands, the Dutch
Caribbean and the Netherlands,
partially offset by the weakening of the GBP relative to the U.S.
dollar. Operating revenues from fixed wing services were
$11.4 million higher in the Current
Period primarily due to higher utilization.
Operating expenses were $35.5
million higher in the Current Period primarily due to higher
fuel expenses, repairs and maintenance costs and higher costs
related to new revenue-generating contracts. These increases were
partially offset by lower personnel costs, lower leased-in
equipment and insurance costs.
General and administrative expenses were $5.6 million higher in the Current Period
primarily due to higher compensation costs, travel costs and
professional services fees.
Merger and integration costs, primarily consisting of
professional services fees and severance costs, were $1.4 million lower in the Current Period.
During the Prior Year Period, restructuring costs were
$1.0 million primarily due to
severance costs.
Depreciation and amortization expenses were $8.5 million lower in the Current Period
primarily due to certain assets being fully depreciated in the
Prior Year Period.
During the Current Period, the Company recognized a $5.2 million loss on impairment related to an
intangible asset write-off. During the Prior Year Period, the
Company recognized losses on impairment of $24.8 million consisting of $16.0 million related to Petroleum Air Services
("PAS"), $5.9 million in connection
with certain helicopters held for sale and $2.9 million related to H225 helicopter parts
inventory.
During the Current Period, the Company disposed of 12 aircraft
and other assets resulting in a net loss of $0.5 million. During the Prior Year Period, the
Company disposed of 10 aircraft and other assets resulting in a net
gain of $1.4 million.
During the Current Period, the Company recognized earnings of
$1.5 million from its unconsolidated
affiliates compared to losses of $1.4
million in the Prior Year Period.
The Company recognized interest income of $1.7 million during the Current Period compared
to $0.1 million in the Prior Year
Period.
During the Prior Year Period, the Company recognized a loss of
$2.0 million on the sale of its
subsidiary in Colombia.
Other income, net of $20.4 million
in the Current Period primarily consisted of foreign exchange gains
of $14.9 million, government grants
to fixed wing services of $2.5
million and a favorable interest adjustment to the Company's
pension liability of $2.2 million.
Other income, net of $25.5 million in
the Prior Year Period was primarily due to a bankruptcy-related
legal settlement of $9.0 million,
government grants to fixed wing services of $8.7 million, insurance proceeds of $4.4 million, a favorable interest adjustment to
the Company's pension liability of $2.0
million and foreign exchange gains of $1.1 million.
Income tax expense was $7.5
million in the Current Period compared to $8.0 million in the Prior Year Period primarily
due to the earnings mix of the Company's global operations.
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
Bristow's 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 ("2023") are as
follows:
2023E
(in USD,
millions)
|
Operating revenues:
|
|
|
Offshore energy
services
|
|
$755 -
$830
|
Government
services
|
|
$340 -
$355
|
Fixed wing
services
|
|
$95 - $110
|
Other
services
|
|
$10 - $15
|
Total operating revenues
|
|
$1,200 - $1,310
|
|
|
|
Adjusted EBITDA, excluding asset dispositions and
foreign exchange losses (gains)
|
|
$150 - $170
|
|
|
|
Cash
interest
|
|
~$40
|
Cash taxes
|
|
$20 - $25
|
Capital
expenditures:
|
|
|
Maintenance
|
|
$20 - $25
|
Growth
|
|
$75 - $80
|
Total capital
expenditures
|
|
$95 - $105
|
Revenues and Adjusted EBITDA outlook in the table above are
updated for changes in estimated foreign currency forward rates
driving better financial results than the previously announced
guidance. The increase in 2023 capital expenditures is due to an
acceleration of the previously announced $155-$165 million
of capital spending on aircraft, equipment and operating bases
related to the Second-Generation Search and Rescue Contract with
the U.K. Government ("UKSAR2G"). This accelerated capital
expenditure schedule is expected to ensure successful contract
execution and transition of operations to the UKSAR2G contract.
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
the 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.
|
2023E
|
|
LTM as of
12/31/2022
|
|
(in millions, except
for exchange rates)
|
|
|
|
|
Adjusted EBITDA,
excluding asset dispositions and foreign exchange (gains)
losses
|
$150 - $170
|
|
$137
|
|
|
|
|
Average GBP/USD
exchange rate
|
1.22
|
|
1.24
|
Each £0.01 movement in the GBP/USD exchange rate would impact
2023E Adjusted EBITDA by +/- ~$1.5
million.
Outlook by Line of Service
Offshore Energy Services:
We believe the offshore energy market has entered 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 2023. A tighter equipment market, constrained global
labor force and inflationary cost pressures should drive meaningful
rate increases.
Europe
region:
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 GBP and NOK would adversely impact financial
results in this region.
Americas region:
An expected increase in customer activity and
contract awards are expected to drive increased utilization in the
U.S. Gulf of Mexico and
Brazil. Guyana revenues will decline due to the end of
a customer contract at year-end 2022.
Africa
region:
Increased market activity and the return of a
significant customer contract are driving better results in
Nigeria.
Government Services:
The full year impacts of operations in the
Falkland Islands, the Netherlands
SAR contract and the Dutch Caribbean SAR contract are expected to
have a positive impact in 2023, as well as the U.K. SAR rate
increase expected to take effect in 2023. A stronger U.S. dollar
relative to the GBP would adversely impact financial results.
Fixed wing and other services:
The reopening of borders in Australia has shown positive signs of
recovery, which had previously caused a drag in passenger revenue
from scheduled airline services as a result of the pandemic. We are
seeing continued growth from charter revenues, expected to continue
through 2023. Pilot shortages in the region will remain a challenge
through this upturn. We believe the financial performance of this
business will be stronger in 2023 compared to 2022.
Liquidity and Capital Allocation
As of December 31, 2022, the Company had $160.0 million of unrestricted cash and
$79.7 million of remaining
availability under its amended asset-based credit facility (the
"ABL Facility") for total liquidity of $239.7 million. Borrowings under the ABL Facility
are subject to certain conditions and requirements.
In January 2023, the Company
entered into two thirteen-year secured equipment financings for an
aggregate amount up to £145 million with National Westminster Bank
Plc ("NatWest"). The proceeds from the financings were used to
refinance its previous equipment financing facilities and provide
additional financing to support the Company's obligations under its
SAR contracts in the U.K. The credit facilities were funded on
January 27, 2023, for approximately
£138 million. The credit facilities have thirteen-year terms with
repayment due in quarterly installments commencing March 31, 2023. The credit facilities bear
interest at a rate equal to the SONIA plus 2.75% per annum.
Bristow's obligations will be secured by ten
SAR helicopters.
In the Current Quarter, purchases of property and equipment were
$31.5 million, and cash proceeds from
dispositions of property and equipment were $1.3 million, resulting in net purchases of /
(proceeds from) property and equipment ("Net Capex") of
$30.2 million. In the Preceding
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 Capex of $(0.1) 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 Thursday,
March 9, 2023, to review the results for the quarter ended
December 31, 2022. The conference call can be accessed using
the following link:
Link to Access Earnings Call:
https://www.veracast.com/webcasts/bristow/webcasts/BGQ422.cfm
Replay
A replay will be available through March
30, 2023 by using the link above. A replay will also be
available on the Company's website at www.bristowgroup.com shortly
after the call and will be accessible through March 30, 2023.
The accompanying investor presentation will be available on
March 9, 2023, 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 offshore energy
companies and government entities. The Company's aviation services
include personnel transportation, search and rescue ("SAR"),
medevac, fixed wing transportation, unmanned systems, and ad-hoc
helicopter 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 (including 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 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 portions of our fleet may be grounded for extended
periods of time or indefinitely (including due to severe weather
events); 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 Transition Report on Form 10-KT for the year ended
December 31, 2022 (the "Transition
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)
|
|
December 31,
2022
|
|
September 30,
2022
|
|
Revenues:
|
|
|
|
|
|
Operating
revenues
|
$
304,341
|
|
$
299,391
|
|
$
4,950
|
Reimbursable
revenues
|
9,221
|
|
7,879
|
|
1,342
|
Total
revenues
|
313,562
|
|
307,270
|
|
6,292
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Operating
expenses
|
234,767
|
|
231,423
|
|
(3,344)
|
Reimbursable
expenses
|
9,219
|
|
7,673
|
|
(1,546)
|
General and
administrative expenses
|
41,736
|
|
41,146
|
|
(590)
|
Merger and integration
costs
|
335
|
|
291
|
|
(44)
|
Depreciation and
amortization expense
|
17,000
|
|
16,051
|
|
(949)
|
Total costs and
expenses
|
303,057
|
|
296,584
|
|
(6,473)
|
|
|
|
|
|
|
Gain (loss) on disposal
of assets
|
(1,747)
|
|
3,368
|
|
(5,115)
|
Earnings from
unconsolidated affiliates, net
|
716
|
|
630
|
|
86
|
Operating
income
|
9,474
|
|
14,684
|
|
(5,210)
|
|
|
|
|
|
|
Interest
income
|
950
|
|
627
|
|
323
|
Interest expense,
net
|
(10,457)
|
|
(10,008)
|
|
(449)
|
Reorganization items,
net
|
(21)
|
|
(29)
|
|
8
|
Other, net
|
(7,730)
|
|
11,343
|
|
(19,073)
|
Total other income
(expense), net
|
(17,258)
|
|
1,933
|
|
(19,191)
|
Income (loss) before
income taxes
|
(7,784)
|
|
16,617
|
|
(24,401)
|
Income tax benefit
(expense)
|
853
|
|
(116)
|
|
969
|
Net income
(loss)
|
(6,931)
|
|
16,501
|
|
(23,432)
|
Net loss (income)
attributable to noncontrolling interests
|
(46)
|
|
17
|
|
(63)
|
Net income (loss)
attributable to Bristow Group Inc
|
$
(6,977)
|
|
$
16,518
|
|
$
(23,495)
|
|
|
|
|
|
|
Basic earnings (losses)
per common share
|
$
(0.25)
|
|
$
0.59
|
|
|
Diluted earnings
(losses) per common share
|
$
(0.25)
|
|
$
0.58
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding, basic
|
27,973
|
|
27,958
|
|
|
Weighted average common
shares outstanding, diluted
|
27,973
|
|
28,405
|
|
|
|
|
|
|
|
|
EBITDA
|
$
19,673
|
|
$
42,676
|
|
$
(23,003)
|
Adjusted
EBITDA
|
$
25,356
|
|
$
47,473
|
|
$
(22,117)
|
Adjusted EBITDA
excluding asset dispositions and foreign exchange
|
$
36,346
|
|
$
33,906
|
|
$
2,440
|
BRISTOW GROUP
INC
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in
thousands, except per share amounts)
|
|
|
Nine Months
Ended
December
31,
|
|
Favorable
(Unfavorable)
|
|
2022
|
|
2021
|
|
Revenues:
|
|
|
|
|
|
Operating
revenues
|
$
897,880
|
|
$
863,480
|
|
$
34,400
|
Reimbursable
revenues
|
24,689
|
|
34,324
|
|
(9,635)
|
Total
revenues
|
922,569
|
|
897,804
|
|
24,765
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Operating
expenses
|
690,691
|
|
655,146
|
|
(35,545)
|
Reimbursable
expenses
|
24,179
|
|
33,863
|
|
9,684
|
General and
administrative expenses
|
123,041
|
|
117,419
|
|
(5,622)
|
Merger and integration
costs
|
994
|
|
2,416
|
|
1,422
|
Restructuring
costs
|
—
|
|
985
|
|
985
|
Depreciation and
amortization expense
|
49,587
|
|
58,062
|
|
8,475
|
Total costs and
expenses
|
888,492
|
|
867,891
|
|
(20,601)
|
|
|
|
|
|
|
Loss on
impairment
|
(5,187)
|
|
(24,835)
|
|
19,648
|
Gain (loss) on disposal
of assets
|
(480)
|
|
1,388
|
|
(1,868)
|
Earnings (losses) from
unconsolidated affiliates, net
|
1,461
|
|
(1,413)
|
|
2,874
|
Operating
income
|
29,871
|
|
5,053
|
|
24,818
|
|
|
|
|
|
|
Interest
income
|
1,651
|
|
144
|
|
1,507
|
Interest expense,
net
|
(30,707)
|
|
(31,280)
|
|
573
|
Loss on extinguishment
of debt
|
—
|
|
(124)
|
|
124
|
Reorganization items,
net
|
(99)
|
|
(578)
|
|
479
|
Loss on sale of
subsidiaries
|
—
|
|
(2,002)
|
|
2,002
|
Other, net
|
20,363
|
|
25,483
|
|
(5,120)
|
Total other income
(expense), net
|
(8,792)
|
|
(8,357)
|
|
(435)
|
Income (loss) before
income taxes
|
21,079
|
|
(3,304)
|
|
24,383
|
Income tax
expense
|
(7,494)
|
|
(8,034)
|
|
540
|
Net income
(loss)
|
13,585
|
|
(11,338)
|
|
24,923
|
Net income
attributable to noncontrolling interests
|
(57)
|
|
(141)
|
|
84
|
Net income (loss)
attributable to Bristow Group Inc
|
$
13,528
|
|
$
(11,479)
|
|
$
25,007
|
|
|
|
|
|
|
Basic earnings (losses)
per common share
|
$
0.48
|
|
$
(0.40)
|
|
|
Diluted earnings
(losses) per common share
|
$
0.47
|
|
$
(0.40)
|
|
|
|
|
|
|
|
|
Weighted average common
stock outstanding, basic
|
28,066
|
|
28,634
|
|
|
Weighted average common
stock outstanding, diluted
|
28,574
|
|
28,634
|
|
|
|
|
|
|
|
|
EBITDA
|
$
101,373
|
|
$
86,038
|
|
$
15,335
|
Adjusted
EBITDA
|
$
121,839
|
|
$
116,570
|
|
$
5,269
|
Adjusted EBITDA
excluding asset dispositions and foreign exchange
|
$
107,379
|
|
$
114,096
|
|
$
(6,717)
|
BRISTOW GROUP
INC
REVENUES BY LINE OF
SERVICE
(unaudited, in
thousands)
|
|
Three Months
Ended
|
|
|
|
December 31,
2022
|
|
September 30,
2022
|
|
June 30,
2022
|
|
March 31,
2022
|
|
LTM
|
Offshore energy
services:
|
|
|
|
|
|
|
|
|
|
Europe
|
$
87,321
|
|
$
87,867
|
|
$
90,053
|
|
$
89,234
|
|
$
354,475
|
Americas
|
87,164
|
|
88,015
|
|
84,665
|
|
86,249
|
|
346,093
|
Africa
|
24,120
|
|
21,194
|
|
20,362
|
|
13,837
|
|
79,513
|
Total offshore energy
services
|
$
198,605
|
|
$
197,076
|
|
$
195,080
|
|
$
189,320
|
|
$
780,081
|
Government
services
|
77,013
|
|
69,908
|
|
70,107
|
|
66,239
|
|
283,267
|
Fixed wing
services
|
25,065
|
|
28,945
|
|
25,942
|
|
16,806
|
|
96,758
|
Other
|
3,658
|
|
3,462
|
|
3,019
|
|
3,217
|
|
13,356
|
|
$
304,341
|
|
$
299,391
|
|
$
294,148
|
|
$
275,582
|
|
$
1,173,462
|
FLIGHT HOURS BY LINE
OF SERVICE
(unaudited)
|
|
Three Months
Ended
|
|
December 31,
2022
|
|
September 30,
2022
|
|
June 30,
2022
|
|
March 31,
2022
|
Offshore energy
services:
|
|
|
|
|
|
|
|
Europe
|
10,658
|
|
10,373
|
|
10,851
|
|
10,677
|
Americas
|
9,218
|
|
10,361
|
|
10,292
|
|
10,244
|
Africa
|
3,292
|
|
2,914
|
|
2,688
|
|
1,769
|
Total offshore energy
services
|
23,168
|
|
23,648
|
|
23,831
|
|
22,690
|
Government
services
|
4,659
|
|
4,457
|
|
4,536
|
|
3,542
|
Fixed wing
services
|
2,826
|
|
3,157
|
|
3,330
|
|
2,859
|
|
30,653
|
|
31,262
|
|
31,697
|
|
29,091
|
BRISTOW GROUP
INC
CONDENSED
CONSOLIDATED BALANCE SHEETS
(unaudited, in
thousands)
|
|
|
|
|
|
December 31,
2022
|
|
March 31,
2022
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
163,683
|
|
$
266,014
|
Accounts receivable,
net
|
215,131
|
|
203,771
|
Inventories
|
81,886
|
|
81,674
|
Prepaid expenses and
other current assets
|
32,425
|
|
28,426
|
Total current
assets
|
493,125
|
|
579,885
|
Property and equipment,
net
|
915,251
|
|
942,608
|
Investment in
unconsolidated affiliates
|
17,000
|
|
17,585
|
Right-of-use
assets
|
240,977
|
|
193,505
|
Other assets
|
145,648
|
|
90,696
|
Total
assets
|
$
1,812,001
|
|
$
1,824,279
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
89,610
|
|
$
63,497
|
Accrued
liabilities
|
184,324
|
|
211,499
|
Short-term borrowings
and current maturities of long-term debt
|
11,656
|
|
12,759
|
Total current
liabilities
|
285,590
|
|
287,755
|
Long-term debt, less
current maturities
|
499,765
|
|
512,909
|
Deferred
taxes
|
48,633
|
|
39,811
|
Long-term operating
lease liabilities
|
165,955
|
|
125,441
|
Deferred credits and
other liabilities
|
25,119
|
|
22,995
|
Total
liabilities
|
1,025,062
|
|
988,911
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
Common
stock
|
306
|
|
303
|
Additional paid-in
capital
|
709,319
|
|
699,401
|
Retained
earnings
|
224,748
|
|
211,220
|
Treasury stock, at
cost
|
(63,009)
|
|
(51,659)
|
Accumulated other
comprehensive loss
|
(84,057)
|
|
(23,450)
|
Total Bristow Group
Inc. stockholders' equity
|
787,307
|
|
835,815
|
Noncontrolling
interests
|
(368)
|
|
(447)
|
Total stockholders'
equity
|
786,939
|
|
835,368
|
Total liabilities
stockholders' equity
|
$
1,812,001
|
|
$
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 does not present a
reconciliation of forecasted Adjusted EBITDA to net income (GAAP)
for Calendar Year 2023.
|
Three Months
Ended
|
|
|
|
December
31, 2022
|
|
September
30, 2022
|
|
June
30, 2022
|
|
March
31, 2022
|
|
LTM
|
Net income
(loss)
|
$
(6,931)
|
|
$
16,501
|
|
$
4,015
|
|
$
(4,376)
|
|
$
9,209
|
Depreciation and
amortization expense
|
17,000
|
|
16,051
|
|
16,536
|
|
16,919
|
|
66,506
|
Interest expense,
net
|
10,457
|
|
10,008
|
|
10,242
|
|
10,241
|
|
40,948
|
Income tax expense
(benefit)
|
(853)
|
|
116
|
|
8,231
|
|
3,260
|
|
10,754
|
EBITDA
|
$
19,673
|
|
$
42,676
|
|
$
39,024
|
|
$
26,044
|
|
$
127,417
|
Special items
(1)
|
5,683
|
|
4,797
|
|
9,986
|
|
9,838
|
|
30,304
|
Adjusted
EBITDA
|
$
25,356
|
|
$
47,473
|
|
$
49,010
|
|
$
35,882
|
|
$
157,721
|
(Gains) losses on
disposal of assets
|
1,747
|
|
(3,368)
|
|
2,101
|
|
41
|
|
521
|
Foreign exchange
(gains) losses
|
9,243
|
|
(10,199)
|
|
(13,984)
|
|
(5,950)
|
|
(20,890)
|
Adjusted EBITDA
excluding asset dispositions and foreign exchange
|
$
36,346
|
|
$
33,906
|
|
$
37,127
|
|
$
29,973
|
|
$
137,352
|
|
(1) Special items
include the following:
|
|
|
Three Months
Ended
|
|
|
|
December
31,
2022
|
|
September 30,
2022
|
|
June
30,
2022
|
|
March
31,
2022
|
|
LTM
|
Restructuring
costs
|
$
—
|
|
$
—
|
|
$
—
|
|
$
2,113
|
|
$
2,113
|
Loss on
impairment
|
—
|
|
—
|
|
5,187
|
|
—
|
|
5,187
|
PBH
amortization
|
3,700
|
|
3,238
|
|
3,291
|
|
3,062
|
|
13,291
|
Merger and integration
costs
|
335
|
|
291
|
|
368
|
|
824
|
|
1,818
|
Reorganization items,
net
|
21
|
|
29
|
|
49
|
|
43
|
|
142
|
Other special
items(2)
|
1,627
|
|
1,239
|
|
1,091
|
|
3,796
|
|
7,753
|
|
$
5,683
|
|
$
4,797
|
|
$
9,986
|
|
$
9,838
|
|
$
30,304
|
____________________________
|
(2)
Other special items include professional services fees that
are not related to continuing business operations and other
nonrecurring costs.
|
Transition Year End Reconciliation of Non-GAAP Financial
Measures
The following tables provide a reconciliation of net income
(loss), the most directly comparable GAAP measure, to EBITDA and
Adjusted EBITDA (in thousands) (unaudited).
|
Nine Months
Ended December
31,
|
|
2022
|
|
2021
|
Net income
(loss)
|
$
13,585
|
|
$
(11,338)
|
Depreciation and
amortization expense
|
49,587
|
|
58,062
|
Interest expense,
net
|
30,707
|
|
31,280
|
Income tax
expense
|
7,494
|
|
8,034
|
EBITDA
|
$
101,373
|
|
$
86,038
|
Special items
(1)
|
20,466
|
|
30,532
|
Adjusted
EBITDA
|
$
121,839
|
|
$
116,570
|
(Gains) losses on
disposal of assets, net
|
480
|
|
(1,388)
|
Foreign exchange
gains
|
(14,940)
|
|
(1,086)
|
Adjusted EBITDA
excluding asset dispositions and foreign exchange
|
$
107,379
|
|
$
114,096
|
|
(1)
Special items include the following:
|
|
|
Nine Months
Ended December
31,
|
|
2022
|
|
2021
|
Restructuring
costs
|
$
—
|
|
$
985
|
Loss on
impairment
|
5,187
|
|
24,835
|
PBH
amortization
|
10,229
|
|
8,967
|
Merger and integration
costs
|
994
|
|
2,416
|
Government grants
(2)
|
—
|
|
(612)
|
Early extinguishment
of debt fees
|
—
|
|
124
|
Reorganization items,
net
|
99
|
|
578
|
Insurance related
proceeds, net
|
—
|
|
(2,833)
|
Loss on sale of
subsidiaries
|
—
|
|
2,002
|
Other special
items(3)
|
3,957
|
|
3,070
|
Bankruptcy-related
settlement
|
—
|
|
(9,000)
|
|
$
20,466
|
|
$
30,532
|
___________________________
|
(2)
COVID-19 related government relief grants.
|
(3) Other special items include
professional services fees that are not related to continuing
business operations and other nonrecurring costs.
|
Reconciliation of LTM Adjusted Free Cash Flow
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, costs 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
|
|
|
|
December 31,
2022
|
|
September
30,
2022
|
|
June 30,
2022
|
|
March
31, 2022
|
|
LTM
|
Net cash (used in)
provided by operating activities
|
$
(18,484)
|
|
$
(17,570)
|
|
$
22,750
|
|
$
5,577
|
|
$
(7,727)
|
Plus: Proceeds from
disposition of property and
equipment
|
1,344
|
|
9,130
|
|
7,558
|
|
—
|
|
18,032
|
Less: Purchases of
property and equipment
|
(31,510)
|
|
(9,018)
|
|
(9,046)
|
|
(7,842)
|
|
(57,416)
|
Free Cash
Flow
|
$
(48,650)
|
|
$
(17,458)
|
|
$
21,262
|
|
$
(2,265)
|
|
$
(47,111)
|
Plus: PBH buy-in
costs
|
24,179
|
|
31,236
|
|
—
|
|
—
|
|
55,415
|
Plus: Restructuring
costs
|
—
|
|
—
|
|
1,479
|
|
—
|
|
1,479
|
Plus: Merger and
integration costs
|
275
|
|
255
|
|
277
|
|
851
|
|
1,658
|
Plus: Reorganization
items, net
|
28
|
|
51
|
|
42
|
|
29
|
|
150
|
Plus: Other special
items(1)
|
1,877
|
|
1,033
|
|
2,966
|
|
819
|
|
6,695
|
Adjusted Free Cash
Flow
|
$
(22,291)
|
|
$
15,117
|
|
$
26,026
|
|
$
(566)
|
|
$
18,286
|
Net (proceeds
from)/purchases of property and
equipment ("Net Capex")
|
30,166
|
|
(112)
|
|
1,488
|
|
7,842
|
|
39,384
|
Adjusted Free Cash
Flow excluding Net Capex
|
$
7,875
|
|
$
15,005
|
|
$
27,514
|
|
$
7,276
|
|
$
57,670
|
__________________________
|
(1) Other special items include
professional services fees that are not related to continuing
business operations and other nonrecurring costs
|
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:
|
|
|
|
|
|
|
|
|
|
|
S92
|
|
38
|
|
29
|
|
67
|
|
19
|
|
13
|
AW189
|
|
18
|
|
3
|
|
21
|
|
16
|
|
7
|
S61
|
|
2
|
|
1
|
|
3
|
|
19
|
|
51
|
|
|
58
|
|
33
|
|
91
|
|
|
|
|
Medium
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
AW139
|
|
49
|
|
4
|
|
53
|
|
12
|
|
12
|
S76 D/C++/C+
|
|
22
|
|
—
|
|
22
|
|
12
|
|
13
|
AS365
|
|
1
|
|
—
|
|
1
|
|
12
|
|
33
|
|
|
72
|
|
4
|
|
76
|
|
|
|
|
Light—Twin Engine
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
AW109
|
|
4
|
|
—
|
|
4
|
|
7
|
|
16
|
EC135
|
|
9
|
|
1
|
|
10
|
|
6
|
|
13
|
|
|
13
|
|
1
|
|
14
|
|
|
|
|
Light—Single Engine
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
AS350
|
|
15
|
|
—
|
|
15
|
|
4
|
|
24
|
AW119
|
|
13
|
|
—
|
|
13
|
|
7
|
|
16
|
|
|
28
|
|
—
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Helicopters
|
|
171
|
|
38
|
|
209
|
|
|
|
14
|
Fixed wing
|
|
8
|
|
6
|
|
14
|
|
|
|
|
Unmanned Aerial
Vehicles ("UAV")
|
|
2
|
|
2
|
|
4
|
|
|
|
|
Total
Fleet
|
|
181
|
|
46
|
|
227
|
|
|
|
|
_____________
|
(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
December 31, 2022 and the percentage of operating revenue that
each of our regions provided during the Current Period
(unaudited).
|
|
Percentage
of Current
Period
Operating
Revenues
|
|
|
|
|
|
|
|
|
Helicopters
|
|
UAV
|
|
Fixed
Wing
|
|
|
|
|
Heavy
|
|
Medium
|
|
Light
Twin
|
|
Light
Single
|
Total
|
Europe
|
|
53 %
|
|
62
|
|
8
|
|
—
|
|
3
|
|
4
|
|
—
|
|
77
|
Americas
|
|
31 %
|
|
25
|
|
51
|
|
13
|
|
25
|
|
—
|
|
—
|
|
114
|
Asia Pacific
|
|
7 %
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
12
|
|
14
|
Africa
|
|
9 %
|
|
4
|
|
15
|
|
1
|
|
—
|
|
—
|
|
2
|
|
22
|
Total
|
|
100 %
|
|
91
|
|
76
|
|
14
|
|
28
|
|
4
|
|
14
|
|
227
|
View original
content:https://www.prnewswire.com/news-releases/bristow-group-reports-december-quarter-and-year-to-date-2022-results-and-updates-outlook-for-calendar-year-2023-301766422.html
SOURCE Bristow Group