Bristow Group Reports First Quarter Fiscal Year 2022 Results

HOUSTON, Aug. 4, 2021 /PRNewswire/ -- Bristow Group Inc. (NYSE: VTOL) today reported net loss attributable to the Company of $14.2 million, or $0.50 per diluted share, for its fiscal first quarter ended June 30, 2021 ("current quarter") on operating revenues of $288.4 million compared to net loss attributable to the Company of $42.6 million, or $1.47 per diluted share, in the quarter ended March 31, 2021 ("preceding quarter") on operating revenues of $281.5 million.

Earnings before interest, taxes, depreciation and amortization ("EBITDA") was $14.8 million in the current quarter compared to $(32.2) million in the preceding quarter.  EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $40.0 million in the current quarter compared to $30.5 million in the preceding quarter. The following table provides a bridge between EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding gains or losses on asset dispositions. See Reconciliation of Non-GAAP Metrics for a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA.

"Since the commencement of the Board-authorized stock repurchase plan in September 2020, Bristow has repurchased approximately 1.9 million shares for gross consideration of $50 million, representing an average repurchase price of $25.92 per share," said Chris Bradshaw, President and Chief Executive Officer of Bristow. "We continue to believe that Bristow's strong balance sheet and robust free cash flow generation provide multiple avenues to create value for shareholders."

Sequential Quarter Results

Operating revenues in the current quarter were $6.8 million higher compared to the preceding quarter.

Operating revenues from oil and gas services were $4.0 million higher primarily due to higher utilization in the Europe region. Operating revenues from government services were $3.4 million higher primarily due to increased flight hours and the strengthening of the British pound sterling relative to the U.S. dollar. Operating revenues from fixed wing services were $2.6 million higher primarily due to increased utilization in Australia. Other revenues were $3.2 million lower primarily due to the end of a customer contract.

Operating expenses were $3.8 million lower in the current quarter primarily due to lower personnel and maintenance costs, partially offset by higher fuel costs.

General and administrative expenses were $3.2 million lower in the current quarter primarily due to lower compensation expenses and decreased professional services fees.

Merger-related costs, which primarily consist of professional services fees and severance costs, were $1.7 million in the current quarter compared to $16.5 million in the preceding quarter.

Restructuring costs were $0.9 million in the current quarter compared to $7.9 million in the preceding quarter.

Depreciation and amortization expenses were $5.9 million higher in the current quarter primarily due to the addition of existing assets to the depreciation and amortization calculation.

During the current quarter, the Company recognized a loss on impairment of $21.9 million, consisting of $16.0 million related to Petroleum Air Services ("PAS"), an unconsolidated affiliate in Egypt, and $5.9 million in connection with certain helicopters held for sale to reflect the helicopters at expected sales values.

During the current quarter, the Company recognized losses of $1.5 million from unconsolidated affiliates compared to losses of $0.4 million in the preceding quarter.

During the current quarter, the Company recognized a $2.0 million loss on the sale of its subsidiary in Colombia.

Income tax benefit was $4.8 million in the current quarter compared to $19.1 million in the preceding quarter. The income tax benefit in the current quarter primarily related to changes in the blend of earnings, the tax impact of valuation allowances on the Company's net operating losses and deductible business interest expense, and the tax impact of the PAS impairment loss.

Calendar Quarter Results

Operating revenues in the current quarter were $26.8 million higher compared to the quarter ended June 30, 2020 ("prior year quarter"). 

Operating revenues from oil and gas services were $2.3 million lower. Operating revenues in the Africa region were $15.3 million lower primarily due to the end of customer contracts and lower utilization. Operating revenues in the Europe region were $5.1 million lower primarily due to the end of customer contracts and lower utilization in the U.K., partially offset by the strengthening of the British pound sterling relative to the U.S. dollar and increased revenues in Norway due to the strengthening of the Norwegian krone relative to the U.S. dollar and higher utilization. These decreases were partially offset by a $18.1 million increase in operating revenues in the Americas region primarily due to the impact of the Merger.

Operating revenues from government services were $15.8 million higher in the current quarter primarily due to the impact of the Merger, the strengthening of the British pound sterling relative to the U.S. dollar and an increase in flight hours.

Operating revenues from fixed wing services were $13.1 million higher in the current quarter primarily due to higher utilization.

Operating expenses were $26.9 million higher in the current quarter. Repairs and maintenance costs were $9.6 million higher in the current quarter primarily due to the impact of the Merger, the timing of repairs and higher flight hours. Fuel expense was $8.8 million higher in the current quarter primarily due to higher fuel prices, the impact of the Merger, higher flight hours and unfavorable foreign exchange impacts. Personnel costs were $5.0 million higher primarily due to the impact of the Merger and unfavorable foreign exchange impacts.

General and administrative expenses were $2.1 million higher in the current quarter primarily due to the impact of the Merger.

Merger-related costs, which primarily consist of professional services fees and severance costs, were $1.7 million in the current quarter compared to $17.4 million in the prior year quarter.

Restructuring costs were $0.9 million in the current quarter compared to $3.0 million in the prior year quarter.

Depreciation and amortization expenses were $6.8 million higher in the current quarter primarily due to the addition of existing assets to the depreciation and amortization calculation and the impact of the Merger.

During the current quarter, the Company recognized a loss on impairment of $21.9 million, consisting of $16.0 million related to PAS and $5.9 million in connection with certain helicopters held for sale. During the prior year quarter, the Company recorded a loss on impairment of its investment in Líder of $18.7 million and an inventory impairment of $0.5 million.

During the current quarter, the Company sold two S76D medium helicopters, one B212 medium helicopter and other equipment resulting in a net gain of $0.5 million. During the prior year quarter, the Company sold one H225 heavy helicopter and other equipment resulting in a net gain of $5.5 million.

Interest expense was $1.9 million lower in the current quarter primarily due to lower debt balances.

During the current quarter, the Company recognized a $2.0 million loss on the sale of its subsidiary in Colombia.

During the prior year quarter, the Company recognized a $15.4 million gain on change in fair value of preferred stock derivative liability.

During the prior year quarter, the Company recognized a bargain purchase gain of $75.4 million related to the Merger.

Other income, net was $6.2 million in the current quarter compared to $4.0 million in the prior year quarter.

Income tax benefit was $4.8 million in the current quarter compared to $3.3 million in the prior year quarter. The income tax benefit in the current quarter primarily related to changes in the blend of earnings, the tax impact of valuation allowances on the Company's net operating losses and deductible business interest expense, and the tax impact of the PAS impairment loss.

Liquidity and Capital Allocation

As of June 30, 2021, the Company had $244.7 million of unrestricted cash and $54.1 million of remaining availability under its amended asset-based revolving credit facility (the "ABL Facility") for total liquidity of $298.8 million. Borrowings under the amended ABL Facility are subject to certain conditions and requirements.

In the current quarter, cash proceeds from dispositions of property and equipment were $10.6 million and purchases of property and equipment were $3.0 million, resulting in net (proceeds from)/purchases of property and equipment ("Net Capex") of $(7.7) million. In the preceding quarter, cash proceeds from dispositions of property and equipment were $1.4 million and purchases of property and equipment were $3.6 million, resulting in Net Capex of $2.2 million. See Adjusted Free Cash Flow Reconciliation for a reconciliation of Net Capex and Adjusted Free Cash Flow.

Since the commencement of the Board authorized stock repurchase plan on September 16, 2020, the Company has repurchased approximately 1.9 million shares for gross consideration of $50.0 million, representing an average repurchase price of $25.92 per share.

Conference Call  

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Thursday, August 5, 2021, to review the results for the fiscal first quarter ended June 30, 2021. The conference call can be accessed as follows:

All callers will need to reference the access code 3116282.

Within the U.S.:  Operator Assisted Toll-Free Dial-In Number: (800) 353-6461

Outside the U.S.:  Operator Assisted International Dial-In Number: (334) 323-0501

Replay

A telephone replay will be available through August 19, 2021 by dialing 888-203-1112 and utilizing the access code above.  An audio replay will also be available on the Company's website at www.bristowgroup.com shortly after the call and will be accessible through August 19, 2021. The accompanying investor presentation will be available on August 5, 2021 on Bristow's website at www.bristowgroup.com.

About Bristow Group

Bristow Group Inc. is the leading global provider of vertical flight solutions. Bristow primarily provides aviation services to a broad base of major integrated, national and independent offshore energy companies. Bristow provides commercial search and rescue ("SAR") services in several countries and public sector SAR services in the United Kingdom ("U.K.") on behalf of the Maritime & Coastguard Agency ("MCA"). Additionally, the Company offers ad hoc helicopter and fixed wing transportation services.

Bristow currently has customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K. and the U.S.

Forward-Looking Statements Disclosure

This press release contains "forward-looking statements." Forward-looking statements represent Bristow Group Inc.'s (the "Company") current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "project," or "continue," or other similar words. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management's current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company's actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements.

Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: the COVID-19 pandemic and related economic repercussions have resulted, and may continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services; expected cost synergies and other benefits of the merger (the "Merger") of the entity formerly known as Bristow Group Inc. ("Old Bristow") and Era Group Inc. ("Era") might not be realized within the expected time frames, might be less than projected or may not be realized at all; the ability to successfully integrate the operations, accounting and administrative functions of Era and Old Bristow; managing a significantly larger company than before the completion of the Merger; diversion of management time on issues related to integration of the companies; the increase in indebtedness as a result of the Merger; operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees and customers, may be greater than expected; our reliance on a limited number of customers and the reduction of our customer base as a result of bankruptcies or consolidation; the possibility that we may be unable to maintain compliance with covenants in our financing agreements; fluctuations in worldwide prices of and demand for oil and natural gas; fluctuations in levels of oil and natural gas exploration, development and production activities; 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; our ability to implement operational improvement efficiencies with the objective of rightsizing our global footprint and further reducing our cost structure; the possibility of significant changes in foreign exchange rates and controls, including as a result of the U.K. having exited from the European Union ("E.U.") ("Brexit"); the impact of continued uncertainty surrounding the effects Brexit will have on the British, E.U. and global economies and demand for oil and natural gas; potential effects of increased competition; the risk of future material weaknesses we may identify while we work to align policies, principles, and practices of the combined company following the Merger or any other failure by us to maintain effective internal controls; 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, regulations, and policies, including, without limitation, actions of the Biden Administration that impact oil and gas operations or favor renewable energy projects in the U.S.; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; general economic conditions, including the capital and credit markets; the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely; the existence of operating risks inherent in our business, including the possibility of declining safety performance; the possibility of political instability, war or acts of terrorism in any of the countries where we operate; the possibility that reductions in spending on aviation services by governmental agencies could lead to modifications of our search and rescue ("SAR") contract terms with the U.K. government, our contracts with the Bureau of Safety and Environmental Enforcement or delays in receiving payments under such contracts; and our reliance on a limited number of helicopter manufacturers and suppliers. 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, 2021 (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.

Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company's lines of service. These changes include the addition of a Government services line of service which includes revenues from U.K. SAR, the U.S. Bureau of Safety and Environmental Enforcement ("BSEE"), and other government contracts. In addition, our Other activities and services ("other" services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region in the Current Quarter. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company's current lines of service.

Reconciliation of Non-GAAP Metrics

The Company's management uses EBITDA and Adjusted EBITDA to assess the performance and operating results of its business. 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. Neither EBITDA nor Adjusted EBITDA is a recognized term under generally accepted accounting principles in the U.S. ("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 table provides a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (in thousands).

Pro Forma Q1 FY21 Reconciliation

Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger for the period beginning April 1, 2020 through June 11, 2020, plus EBITDA and Adjusted EBITDA for the post-Merger period through June 30, 2020. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the three months ended June 30, 2020 (in thousands).

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 professional services fees and other costs paid in relation to the Merger, fresh-start accounting and the Chapter 11 Cases.  Management believes that the use of Adjusted Free Cash Flow is meaningful as it measures the Company's ability to generate cash from its business after excluding cash payments for special items. Management uses this information as an analytical indicator to assess the Company's liquidity and performance. However, 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 Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow.

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).

The chart below presents the number of aircraft in our fleet and their distribution among the regions in which we operate as of June 30, 2021 and the percentage of operating revenue that each of our regions provided during the current quarter.

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SOURCE Bristow Group