•Total revenues of $365.1 million in Q3 2024 compared to $359.7 million in Q2 2024
•Net income of $28.2 million, or $0.95 per diluted share, in Q3 2024 compared to net income of $28.2 million, or $0.96 per diluted share, in Q2 2024
•EBITDA adjusted to exclude special items, asset dispositions and foreign exchange gains (losses) was $60.2 million in Q3 2024 compared to $71.3 million in Q2 2024(1)
•Increases 2024 Adjusted EBITDA outlook range to $220 - $230 million
FOR IMMEDIATE RELEASE — Bristow Group Inc. (NYSE: VTOL) (“Bristow” or the “Company”) today reported net income attributable to the Company of $28.2 million, or $0.95 per diluted share, for its quarter ended September 30, 2024 (the “Current Quarter”) on operating revenues of $356.4 million compared to net income attributable to the Company of $28.2 million, or $0.96 per diluted share, for the quarter ended June 30, 2024 (the “Preceding Quarter”) on operating revenues of $352.5 million.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $63.9 million in the Current Quarter compared to $63.7 million in the Preceding Quarter. EBITDA adjusted to exclude special items, losses on asset dispositions and foreign exchange gains (losses) was $60.2 million in the Current Quarter compared to $71.3 million in the Preceding Quarter. The following table provides a reconciliation of net income to EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding losses on asset dispositions and foreign exchange gains (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,
September 30, 2024
June 30, 2024
Net income
$
28,279
$
28,191
Depreciation and amortization expense
17,569
16,848
Interest expense, net
9,660
9,385
Income tax expense
8,392
9,245
EBITDA(1)
$
63,900
$
63,669
Special items:
PBH amortization
3,723
3,725
Other special items(2)
2,835
2,914
$
6,558
$
6,639
Adjusted EBITDA(1)
$
70,458
$
70,308
Losses on disposal of assets
626
224
Foreign exchange (gains) losses
(10,904)
749
Adjusted EBITDA excluding asset dispositions and foreign exchange
$
60,180
$
71,281
__________________
(1) EBITDA and Adjusted EBITDA are non-GAAP financial measures. See definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures in the Non-GAAP Financial Reconciliation tables.
(2) Other special items include professional services fees that are not related to continuing business operations and other nonrecurring costs.
1
“We are pleased to raise Bristow’s full-year 2024 Adjusted EBITDA guidance range to $220 - $230 million,” said Chris Bradshaw, President and CEO of Bristow Group. “The growth and diversification of the Company’s government services business is progressing, as we execute on the transition process for important, long-term contracts with the Irish Coast Guard and UKSAR2G. Bristow’s offshore energy services business is benefiting from increased activity, and we continue to believe that we are in the midst of a multi-year growth cycle. These positive industry conditions, coupled with a tight supply dynamic, present an attractive opportunity to optimize the contract portfolio for our aircraft fleet.”
Sequential Quarter Results
Operating revenues in the Current Quarter were $3.9 million higher compared to the Preceding Quarter. Operating revenues from offshore energy services were $4.8 million lower primarily due to lower utilization in the Americas and the absence of a one-time benefit in the Preceding Quarter related to the recognition of lease revenues received from Cougar Helicopters Inc. in Canada. Operating revenues from government services were $5.8 million higher in the Current Quarter primarily due to the strengthening of the British Pound Sterling (“GBP”) relative to the U.S. dollar, fewer penalties related to availability and higher utilization. Operating revenues from fixed wing services were $3.6 million higher in the Current Quarter primarily due to higher utilization.
Operating expenses were $16.3 million higher than the Preceding Quarter primarily due to higher operating personnel costs, repairs and maintenance, and other operating costs. Operating personnel costs were $13.0 million higher primarily due to the finalization of a labor agreement in the UK of $6.5 million in the Current Quarter, of which $4.6 million was related to prior periods, seasonal personnel cost variations in Norway of $3.8 million in the Preceding Quarter, one-time benefits related to an adjustment for tax equalization in Suriname and insurance reserve adjustments recognized in the Preceding Quarter of $1.6 million, and an increase in headcount in support of new contracts and higher activity of $1.1 million. Excluding the impact of seasonal and non-recurring items, operating personnel costs would have otherwise been $3.0 million higher in the Current Quarter.
General and administrative expenses were $2.0 million lower than the Preceding Quarter primarily due to lower professional services fees.
Other income, net of $10.6 million in the Current Quarter compared to other expense, net of $0.1 million in the Preceding Quarter was primarily due to foreign exchange gains in the Current Quarter.
Income tax expense was $8.4 million in the Current Quarter compared to $9.2 million in the Preceding Quarter primarily due to the earnings mix of the Company’s global operations and changes to deferred tax valuation allowances and deferred tax assets.
Liquidity and Capital Allocation
As of September 30, 2024, the Company had $200.3 million of unrestricted cash and $59.6 million of remaining availability under its amended asset-based revolving credit facility (the “ABL Facility”) for total liquidity of $259.9 million. Borrowings under the ABL Facility are subject to certain conditions and requirements.
In the Current Quarter, purchases of property and equipment were $57.0 million, of which $8.0 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were $0.1 million. In the Preceding Quarter, purchases of property and equipment were $50.4 million, of which $2.2 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were $4.4 million.
2
Raises 2024 Outlook
Please refer to 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 section entitled “Non-GAAP Financial Measures” for further information.
As a result of the third quarter earnings and a review of the forecast for the remainder of the year, the Company raised its Adjusted EBITDA guidance range from $210 - $230 million to $220 - $230 million for 2024. The Company’s targets for 2025 and 2026 remain unchanged.
Select financial outlook for 2024 and 2025 as well as 2026 targets are as follows (in USD, millions):
2024E
2025E
2026T
Operating revenues:
Offshore energy services
$900 - $930
$910 - $1,020
$965 - $1,155
Government services
$330 - $340
$405 - $445
$430 - $460
Fixed wing services
$120 - $130
$120 - $140
$125 - $150
Other services
$5 - $10
$5 - $10
$5 - $10
Total operating revenues
$1,355 - $1,410
$1,440 - $1,615
$1,525 - $1,775
Adjusted EBITDA, excluding asset dispositions and foreign exchange
$220 - $230
$230 - $260
$275 - $335
Cash interest
~$40
~$45
~$45
Cash taxes
$20 - $25
$20 - $25
$25 - $30
Maintenance capital expenditures
$15 - $20
$15 - $20
$20 - $25
Conference Call
Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Wednesday, November 6, 2024, to review the results for the third quarter ended September 30, 2024. The conference call can be accessed using the following link:
Link to Access Earnings Call: https://www.veracast.com/webcasts/bristow/webcasts/VTOL3Q24.cfm
Replay
A replay will be available through November 27, 2024 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 November 27, 2024. The accompanying investor presentation will be available on November 6, 2024, 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, India, Ireland, the Kingdom of Saudi Arabia, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the UK and the U.S.
3
Forward-Looking Statements Disclosure
This press release contains “forward-looking statements.” Forward-looking statements represent the Company’s 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 outlook and targets for the periods mentioned 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 outlook and targets for the periods mentioned 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: the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers; our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 fleet; 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; public health crises, such as pandemics (including COVID-19) and epidemics, and any related government policies and actions; our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility; the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses; 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 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 portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events); the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere; the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; the existence of operating risks inherent in our business, including the possibility of declining safety performance; labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements; the possibility of changes in tax, environmental and other laws and regulations and policies, including, without limitation, actions of the governments that impact oil and gas operations, favor renewable energy projects or address climate change; any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates; general economic conditions, including interest rates or uncertainty in the capital and credit markets; the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect search and rescue (“SAR”) contract terms or otherwise delay service or the receipt of payments under such contracts; and the effectiveness of our environmental, social and governance initiatives.
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 year ended December 31, 2023 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.
4
BRISTOW GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
Three Months Ended
Favorable/ (Unfavorable)
September 30, 2024
June 30, 2024
Revenues:
Operating revenues
$
356,426
$
352,494
$
3,932
Reimbursable revenues
8,696
7,255
1,441
Total revenues
365,122
359,749
5,373
Costs and expenses:
Operating expenses
262,692
246,421
(16,271)
Reimbursable expenses
8,827
7,212
(1,615)
General and administrative expenses
42,898
44,933
2,035
Depreciation and amortization expense
17,569
16,848
(721)
Total costs and expenses
331,986
315,414
(16,572)
Losses on disposal of assets
(626)
(224)
(402)
Earnings from unconsolidated affiliates
703
651
52
Operating income
33,213
44,762
(11,549)
Interest income
2,526
2,142
384
Interest expense, net
(9,660)
(9,385)
(275)
Other, net
10,592
(83)
10,675
Total other income (expense), net
3,458
(7,326)
10,784
Income before income taxes
36,671
37,436
(765)
Income tax expense
(8,392)
(9,245)
853
Net income
28,279
28,191
88
Net income attributable to noncontrolling interests
(37)
(34)
(3)
Net income attributable to Bristow Group Inc.
$
28,242
$
28,157
$
85
Basic earnings per common share
$
0.99
$
0.99
$
—
Diluted earnings per common share
$
0.95
$
0.96
$
(0.01)
Weighted average common shares outstanding, basic
28,620
28,476
Weighted average common shares outstanding, diluted
29,719
29,462
EBITDA
$
63,900
$
63,669
$
231
Adjusted EBITDA
$
70,458
$
70,308
$
150
Adjusted EBITDA excluding asset dispositions and foreign exchange
$
60,180
$
71,281
$
(11,101)
5
BRISTOW GROUP INC.
OPERATING REVENUES BY LINE OF SERVICE
(unaudited, in thousands)
Three Months Ended
September 30, 2024
June 30, 2024
Offshore energy services:
Europe
$
99,858
$
99,741
Americas
92,301
97,752
Africa
41,495
40,998
Total offshore energy services
233,654
238,491
Government services
85,229
79,476
Fixed wing services
35,543
31,987
Other
2,000
2,540
$
356,426
$
352,494
FLIGHT HOURS BY LINE OF SERVICE
(unaudited)
Three Months Ended
September 30, 2024
June 30, 2024
Offshore energy services:
Europe
9,575
9,826
Americas
11,002
11,028
Africa
4,430
4,594
Total offshore energy services
25,007
25,448
Government services
5,201
4,875
Fixed wing services
3,569
3,390
33,777
33,713
6
BRISTOW GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
September 30, 2024
December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents
$
208,581
$
183,662
Accounts receivable, net
233,563
234,620
Inventories
111,380
99,863
Prepaid expenses and other current assets
40,843
45,438
Total current assets
594,367
563,583
Property and equipment, net
1,048,517
927,766
Investment in unconsolidated affiliates
20,830
19,890
Right-of-use assets
279,319
287,939
Other assets
145,276
138,100
Total assets
$
2,088,309
$
1,937,278
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
92,883
$
87,885
Accrued liabilities
214,437
208,657
Short-term borrowings and current maturities of long-term debt
16,860
13,247
Total current liabilities
324,180
309,789
Long-term debt, less current maturities
612,206
534,823
Other liabilities and deferred credits
14,800
11,820
Deferred taxes
38,012
42,710
Long-term operating lease liabilities
200,351
214,957
Total liabilities
1,189,549
1,114,099
Stockholders’ equity:
Common stock
315
311
Additional paid-in capital
737,541
725,773
Retained earnings
280,972
217,968
Treasury stock, at cost
(69,776)
(65,722)
Accumulated other comprehensive loss
(49,882)
(54,643)
Total Bristow Group Inc. stockholders’ equity
899,170
823,687
Noncontrolling interests
(410)
(508)
Total stockholders’ equity
898,760
823,179
Total liabilities and stockholders’ equity
$
2,088,309
$
1,937,278
7
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 and Adjusted Free Cash Flow, each as detailed below are non-GAAP measures, 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.
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, typically do not impact cash flows, and thus are excluded in the Adjusted EBITDA presentation. The second is through impacts to certain revenue and expense items, which impact the Company’s cash flows; these impacts are not excluded in the Adjusted EBITDA presentation. The primary exposure is the GBP/USD exchange rate.
The Company is unable to provide a reconciliation of forecasted Adjusted EBITDA (non-GAAP) for 2024, 2025 and 2026 included in this release to projected net income (GAAP) for the same periods 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 (non-GAAP) to net income (GAAP) for 2024, 2025 or 2026.
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
September 30, 2024
June 30, 2024
March 31, 2024
December 31, 2023
LTM
Net income (loss)
$
28,279
$
28,191
$
6,632
$
(8,103)
$
54,999
Depreciation and amortization expense
17,569
16,848
17,169
17,007
68,593
Interest expense, net
9,660
9,385
9,472
11,274
39,791
Income tax expense
8,392
9,245
2,508
21,598
41,743
EBITDA
$
63,900
$
63,669
$
35,781
$
41,776
$
205,126
Special items(1)
6,558
6,639
5,072
5,949
24,218
Adjusted EBITDA
$
70,458
$
70,308
$
40,853
$
47,725
$
229,344
Losses on disposal of assets
626
224
113
159
1,122
Foreign exchange (gains) losses
(10,904)
749
6,499
(1,882)
(5,538)
Adjusted EBITDA excluding asset dispositions and foreign exchange
$
60,180
$
71,281
$
47,465
$
46,002
$
224,928
8
(1) Special items include the following:
Three Months Ended
September 30, 2024
June 30, 2024
March 30, 2024
December 30, 2023
LTM
PBH amortization
$
3,723
$
3,725
$
3,726
$
3,729
$
14,903
Merger and integration costs
—
—
—
347
347
Other special items(2)
2,835
2,914
1,346
1,873
8,968
$
6,558
$
6,639
$
5,072
$
5,949
$
24,218
______________________
(2) Other special items include professional services fees that are not related to continuing business operations and other nonrecurring costs
Reconciliation of Free Cash Flow and Adjusted Free Cash Flow
Free Cash Flow represents the Company’s net cash provided by operating activities less maintenance capital expenditures. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude costs paid in relation to 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
September 30, 2024
June 30, 2024
March 30, 2024
December 30, 2023
LTM
Net cash provided by (used in) operating activities
$
66,022
$
33,665
$
26,679
$
(9,499)
$
116,867
Less: Maintenance capital expenditures
(8,041)
(2,215)
(4,949)
(4,277)
(19,482)
Free Cash Flow
$
57,981
$
31,450
$
21,730
$
(13,776)
$
97,385
Plus: Merger and integration costs
—
—
—
347
347
Plus: Other special items(1)
1,539
1,881
595
3,195
7,210
Adjusted Free Cash Flow
$
59,520
$
33,331
$
22,325
$
(10,234)
$
104,942
__________________________
(1) Other special items include professional services fees that are not related to continuing business operations and other nonrecurring costs
9
BRISTOW GROUP INC.
FLEET COUNT
(unaudited)
Number of Aircraft
Type
Owned Aircraft
Leased Aircraft
Total
Aircraft
Max Pass. Capacity
Average Age (years)(1)
Heavy Helicopters:
S92
36
29
65
19
15
AW189
17
4
21
16
8
53
33
86
Medium Helicopters:
AW139
48
4
52
12
13
S76 D/C++
15
—
15
12
13
AS365
1
—
1
12
35
64
4
68
Light—Twin Engine Helicopters:
AW109
4
—
4
7
17
EC135
9
1
10
6
15
13
1
14
Light—Single Engine Helicopters:
AS350
15
—
15
4
26
AW119
13
—
13
7
18
28
—
28
Total Helicopters
158
38
196
15
Fixed Wing
9
4
13
Unmanned Aerial Systems (“UAS”)
4
—
4
Total Fleet
171
42
213
______________________
(1)Reflects the average age of helicopters that are owned by the Company.
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, 2024 and the percentage of operating revenue that each of our regions provided during the Current Quarter (unaudited).
