8-K
Bristow Group Inc. (VTOL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2022
| Bristow Group Inc. | |||
|---|---|---|---|
| (Exact Name of Registrant as Specified in Its Charter) | |||
| Delaware | 1-35701 | 72-1455213 | |
| --- | --- | --- | |
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) | |
| 3151 Briarpark Drive, Suite 700, | Houston, | Texas | 77042 |
| --- | --- | --- | --- |
| (Address of Principal Executive Offices) | (Zip Code) | ||
| Registrant’s telephone number, including area code | (713) | 267-7600 | |
| --- | --- | --- | |
| None | |||
| --- | |||
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | VTOL | NYSE |
Item 2.02 Results of Operations and Financial Condition
On February 3, 2022, Bristow Group Inc. (“Bristow Group”) issued a press release setting forth its third quarter fiscal year 2022 financial results. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure
On February 4, 2022, Bristow Group will make a presentation about its third quarter fiscal year 2022 earnings as noted in the press release described in Item 2.02 above. A copy of the presentation slides are attached hereto as Exhibit 99.2. Additionally, Bristow Group has posted the presentation on its website at www.bristowgroup.com. The information furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Bristow Group Inc. |
| 99.2 | Presentation Slides |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Bristow Group Inc. | ||
|---|---|---|
| February 3, 2022 | By: | /s/ Jennifer D. Whalen |
| Name: Jennifer D. Whalen | ||
| Title: Senior Vice President, Chief Financial Officer |
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Bristow Group Inc. |
| 99.2 | Presentation Slides |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
Document
Exhibit 99.1
PRESS RELEASE
BRISTOW GROUP REPORTS
THIRD QUARTER FISCAL YEAR 2022 RESULTS
Houston, Texas
February 3, 2022
•Total revenues of $295.6 million in Q3 FY22 compared to $301.6 million in Q2 FY22
•Breakeven earnings and earnings per share in Q3 FY22 compared to net income of $2.8 million, or $0.10 per diluted share, in Q2 FY22
•EBITDA adjusted to exclude special items and asset dispositions was $30.7 million in Q3 FY22 compared to $44.5 million in Q2 FY22
•Adjusted Free Cash Flow was $41.8 million in Q3 FY22 compared to $19.1 million in Q2 FY22
•Unrestricted cash balance was $274.0 million with total liquidity of $326.4 million
FOR IMMEDIATE RELEASE — Bristow Group Inc. (NYSE: VTOL) today reported net loss attributable to the Company of $0.1 million, or $0.00 per diluted share, for its fiscal third quarter ended December 31, 2021 (“Current Quarter”) on operating revenues of $285.0 million compared to net income attributable to the Company of $2.8 million, or $0.10 per diluted share, in the quarter ended September 30, 2021 (“Preceding Quarter”) on operating revenues of $290.1 million.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $26.0 million in the Current Quarter compared to $45.3 million in the Preceding Quarter. EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $30.7 million in the Current Quarter compared to $44.5 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.
| Three Months Ended, | ||||
|---|---|---|---|---|
| December 31, 2021 | September 30, 2021 | |||
| EBITDA | $ | 26,009 | $ | 45,264 |
| Special items: | ||||
| Restructuring costs | $ | 17 | $ | 117 |
| Loss on impairment | — | 2,901 | ||
| PBH intangible amortization | 3,060 | 3,060 | ||
| Merger-related costs | 34 | 647 | ||
| Government grants | — | (222) | ||
| Early extinguishment of debt fees | — | 124 | ||
| Bankruptcy-related costs | 29 | 103 | ||
| Insurance-related proceeds, net | — | 899 | ||
| Nonrecurring professional services fees | 2,253 | 817 | ||
| Bankruptcy-related settlement | — | (9,000) | ||
| $ | 5,393 | $ | (554) | |
| Adjusted EBITDA | $ | 31,402 | $ | 44,710 |
| Gains on asset dispositions, net | (727) | (162) | ||
| Adjusted EBITDA excluding asset dispositions | $ | 30,675 | $ | 44,548 |
“Bristow’s disappointing financial results in Q3 FY22 were due to a number of factors, including $3.4 million in costs related to the temporary relocation of operations to alternate base locations in the U.S. Gulf of Mexico due to damage caused by Hurricane Ida,” said Chris Bradshaw, President and Chief Executive Officer of Bristow. “The decline in profitability relative to the preceding quarter was also due to negative variances of $3.1 million related to the timing of major repairs, $1.1 million related to aircraft lease return costs, a $3.0 million adverse variance in foreign currency exchange, and a $1.8 million decline in equity earnings from unconsolidated affiliates. On the top line, higher revenues in our oil and gas service line, which were driven by increased utilization in the Americas region, were offset by reduced flight hours in our UK SAR contract and reduced revenues from fixed wing services related to COVID-19 travel restrictions and seasonality. Overall, the disappointing Q3 results are in contrast to our positive outlook for the trajectory of demand for our services as spending in the offshore oil and gas market is expected to increase significantly over the next few years, which should drive substantial improvements in Bristow’s financial results. Finally, we were pleased that the Company generated approximately $42 million in Adjusted Free Cash Flow in the current quarter despite the aforementioned challenges.”
Sequential Quarter Results
Operating revenues in the Current Quarter were $5.1 million lower compared to the Preceding Quarter. Operating revenues from oil and gas services were $1.3 million higher primarily due to higher utilization in the Americas region, partially offset by lower utilization in the Europe and Africa regions. Operating revenues from government services were $3.3 million lower primarily due to lower utilization and the weakening of the British pound sterling relative to the U.S. dollar. Operating revenues from fixed wing services were $3.0 million lower primarily due to COVID-related travel restrictions and seasonality.
Operating expenses were $3.1 million higher in the Current Quarter primarily due to higher fuel expenses, maintenance costs and costs incurred to relocate operations from bases damaged during Hurricane Ida, partially offset by lower personnel and insurance costs.
General and administrative expenses were $2.0 million higher in the Current Quarter primarily due to increased nonrecurring professional services fees.
During the Preceding Quarter, the Company recognized a $2.9 million loss on the impairment of H225 helicopter parts inventory.
During the Current Quarter, the Company sold one fixed wing aircraft and other equipment resulting in a net gain of $0.7 million. During the Preceding Quarter, the Company sold four S-76C++ medium helicopters and two AW109 light-twin helicopters resulting in a net gain of $0.2 million.
During the Current Quarter, the Company recognized losses of $0.9 million from unconsolidated affiliates compared to earnings of $1.0 million in the Preceding Quarter.
Other income, net of $4.0 million in the Current Quarter was primarily related to government grants to fixed wing services of $3.2 million and a favorable interest adjustment to the Company’s pension liability of $0.7 million. Other income, net of $15.3 million in the Preceding Quarter was primarily related to a bankruptcy-related legal settlement of $9.0 million, government grants to fixed wing services of $2.7 million, net foreign exchange gains of $2.2 million, insurance proceeds of $0.6 million and a favorable interest adjustment to the Company’s pension liability of $0.6 million.
Income tax benefit was $1.6 million in the Current Quarter compared to expense of $14.5 million in the Preceding Quarter. The change in income tax expense in the Current Quarter was driven by lower pre-tax earnings, the tax impact of valuation allowances on the Company’s net losses and the tax impact of deductible business interest expense.
Liquidity and Capital Allocation
As of December 31, 2021, the Company had $274.0 million of unrestricted cash and $52.4 million of remaining availability under its amended asset-based revolving credit facility (the “ABL Facility”) for total liquidity of $326.4 million. Borrowings under the amended ABL Facility are subject to certain conditions and requirements.
In the Current Quarter, purchases of property and equipment were $5.9 million, and cash proceeds from dispositions of property and equipment were $0.7 million, resulting in net (proceeds from) / purchases of property and equipment (“Net Capex”) of $5.2 million. In the Preceding Quarter, purchases of property and equipment were $14.3 million, and cash proceeds from dispositions of property and equipment were $3.2 million, resulting in Net
Capex of $11.2 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 Friday, February 4, 2022, to review the results for the fiscal third quarter ended December 31, 2021. The conference call can be accessed as follows:
All callers will need to reference the access code 1829005.
Within the U.S.: Operator Assisted Toll-Free Dial-In Number: (800) 289-0720
Outside the U.S.: Operator Assisted International Dial-In Number: (856) 344-9142
Replay
A telephone replay will be available through February 18, 2022 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 February 18, 2022. The accompanying investor presentation will be available on February 4, 2022 on Bristow’s website at www.bristowgroup.com.
For additional information concerning Bristow, contact Jennifer Whalen at InvestorRelations@bristowgroup.com, (713) 369-4636 or visit Bristow Group’s website at https://ir.bristowgroup.com/.
About Bristow Group
Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. Bristow primarily provides aviation services to a broad base of major integrated, national and independent offshore energy companies. Bristow provides commercial search and rescue (“SAR”) services in several countries and public sector SAR services in the United Kingdom (“U.K.”) on behalf of the Maritime & Coastguard Agency (“MCA”). Additionally, the Company offers ad hoc helicopter and fixed wing transportation services.
Bristow currently has customers in Australia, Brazil, Canada, Chile, 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: public health crises, such as pandemics (COVID-19) and epidemics, and any related government policies and actions; expected cost synergies and other financial or other benefits of the merger (“Merger”) 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 Group Inc. (“Era”) and the entity formerly known as Bristow Group Inc. (“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 Company; 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; 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; 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; potential effects of increased competition and the introduction of energy efficient alternative modes of transportation and solutions; 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 and regulations and policies, including, without limitation, actions of the Biden Administration that impact oil and gas operations or favor renewable energy projects in the U.S.; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; general economic conditions, including the capital and credit markets; the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely; the existence of operating risks inherent in our business, including the possibility of declining safety performance; the possibility of political instability, war or acts of terrorism in any of the countries where we operate; the possibility that reductions in spending on aviation services by governmental agencies could lead to modifications of our search and rescue (“SAR”) contract terms with the UK government, our contracts with the Bureau of Safety and Environmental Enforcement ("BSEE") or delays in receiving payments under such contracts; and our reliance on a limited number of helicopter manufacturers and suppliers capabilities. 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.
| BRISTOW GROUP INC.<br><br>CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS<br><br>(unaudited, in thousands, except share and per share amounts) | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended | Favorable/ (Unfavorable) | |||||
| December 31, 2021 | September 30, 2021 | |||||
| Revenues: | ||||||
| Operating revenues | $ | 285,010 | $ | 290,120 | $ | (5,110) |
| Reimbursable revenues | 10,609 | 11,464 | (855) | |||
| Total revenues | 295,619 | 301,584 | (5,965) | |||
| Costs and expenses: | ||||||
| Operating expenses | 221,875 | 218,768 | (3,107) | |||
| Reimbursable expenses | 10,561 | 11,188 | 627 | |||
| General and administrative expenses | 40,966 | 38,970 | (1,996) | |||
| Merger-related costs | 34 | 647 | 613 | |||
| Restructuring costs | 17 | 117 | 100 | |||
| Depreciation and amortization | 17,223 | 17,644 | 421 | |||
| Total costs and expenses | 290,676 | 287,334 | (3,342) | |||
| Loss on impairment | — | (2,901) | 2,901 | |||
| Gain on disposal of assets | 727 | 162 | 565 | |||
| Earnings (losses) from unconsolidated affiliates, net | (860) | 964 | (1,824) | |||
| Operating income | 4,810 | 12,475 | (7,665) | |||
| Interest income | 36 | 42 | (6) | |||
| Interest expense | (10,230) | (10,426) | 196 | |||
| Loss on extinguishment of debt | — | (124) | 124 | |||
| Reorganization items, net | (29) | (103) | 74 | |||
| Other, net | 3,969 | 15,330 | (11,361) | |||
| Total other income (expense), net | (6,254) | 4,719 | (10,973) | |||
| Income (loss) before benefit (expense) for income taxes | (1,444) | 17,194 | (18,638) | |||
| Income tax benefit (expense) | 1,608 | (14,484) | 16,092 | |||
| Net income | 164 | 2,710 | (2,546) | |||
| Net (income) loss attributable to noncontrolling interests | (220) | 65 | (285) | |||
| Net income (loss) attributable to Bristow Group Inc. | $ | (56) | $ | 2,775 | $ | (2,831) |
| Basic income (loss) per common share | $ | — | $ | 0.10 | ||
| Diluted income (loss) per common share | $ | — | $ | 0.10 | ||
| Weighted average common shares outstanding, basic | 28,214,650 | 28,233,527 | ||||
| Weighted average common shares outstanding, diluted | 28,214,650 | 28,684,660 | ||||
| EBITDA | $ | 26,009 | $ | 45,264 | $ | (19,255) |
| Adjusted EBITDA | $ | 31,402 | $ | 44,710 | $ | (13,308) |
| Adjusted EBITDA excluding asset dispositions | $ | 30,675 | $ | 44,548 | $ | (13,873) |
Bristow Group Inc. Lines of Service
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. 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.
| BRISTOW GROUP INC.<br><br>REVENUES BY LINE OF SERVICE<br><br>(unaudited, in thousands) | ||||
|---|---|---|---|---|
| Three Months Ended | ||||
| December 31, 2021 | September 30, 2021 | |||
| Oil and gas services: | ||||
| Europe | $ | 88,278 | $ | 93,420 |
| Americas | 91,834 | 84,207 | ||
| Africa | 14,822 | 16,054 | ||
| Total oil and gas services | 194,934 | 193,681 | ||
| Government services | 66,435 | 69,742 | ||
| Fixed wing services | 20,509 | 23,501 | ||
| Other services | 3,132 | 3,196 | ||
| $ | 285,010 | $ | 290,120 | |
| FLIGHT HOURS BY LINE OF SERVICE<br><br>(unaudited) | ||||
| --- | --- | --- | ||
| Three Months Ended | ||||
| December 31, 2021 | September 30, 2021 | |||
| Oil and gas services: | ||||
| Europe | 10,701 | 11,189 | ||
| Americas | 11,263 | 10,376 | ||
| Africa | 1,935 | 2,258 | ||
| Total oil and gas services | 23,899 | 23,823 | ||
| Government services | 3,581 | 4,212 | ||
| Fixed wing services | 3,428 | 3,687 | ||
| 30,908 | 31,722 | |||
| BRISTOW GROUP INC.<br><br>CONDENSED CONSOLIDATED BALANCE SHEETS<br><br>(in thousands) | ||||
| --- | --- | --- | --- | --- |
| December 31, 2021 | March 31, 2021 | |||
| ASSETS | (unaudited) | |||
| Current assets: | ||||
| Cash and cash equivalents | $ | 277,462 | $ | 231,079 |
| Accounts receivable | 177,102 | 215,620 | ||
| Inventories | 88,487 | 92,180 | ||
| Assets held for sale | 5,432 | 14,750 | ||
| Prepaid expenses and other current assets | 27,981 | 32,119 | ||
| Total current assets | 576,464 | 585,748 | ||
| Property and equipment | 1,086,177 | 1,090,094 | ||
| Accumulated depreciation | (133,595) | (85,535) | ||
| Net property and equipment | 952,582 | 1,004,559 | ||
| Investment in unconsolidated affiliates | 18,596 | 37,530 | ||
| Right-of-use assets | 213,840 | 246,667 | ||
| Other assets | 103,307 | 117,766 | ||
| Total assets | $ | 1,864,789 | $ | 1,992,270 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 60,305 | $ | 69,542 |
| Accrued liabilities | 214,997 | 219,613 | ||
| Short-term borrowings and current maturities of long-term debt | 13,125 | 15,965 | ||
| Total current liabilities | 288,427 | 305,120 | ||
| Long-term debt, less current maturities | 517,687 | 527,528 | ||
| Deferred taxes | 39,883 | 42,430 | ||
| Long-term operating lease liabilities | 140,841 | 167,718 | ||
| Deferred credits and other liabilities | 33,639 | 50,831 | ||
| Total liabilities | 1,020,477 | 1,093,627 | ||
| Redeemable noncontrolling interests | — | 1,572 | ||
| Stockholders’ investment | ||||
| Common stock | 303 | 303 | ||
| Additional paid-in capital | 696,092 | 687,715 | ||
| Retained earnings | 215,533 | 227,011 | ||
| Treasury shares, at cost | (51,083) | (10,501) | ||
| Accumulated other comprehensive loss | (16,142) | (6,915) | ||
| Total Bristow Group Inc. stockholders’ investment | 844,703 | 897,613 | ||
| Noncontrolling interests | (391) | (542) | ||
| Total stockholders’ investment | 844,312 | 897,071 | ||
| Total liabilities, and stockholders’ equity | $ | 1,864,789 | $ | 1,992,270 |
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).
| Three Months Ended | ||||
|---|---|---|---|---|
| December 31, 2021 | September 30, 2021 | |||
| Net income | 164 | 2,710 | ||
| Depreciation and amortization | 17,223 | 17,644 | ||
| Interest expense | 10,230 | 10,426 | ||
| Income tax (benefit) expense | (1,608) | 14,484 | ||
| EBITDA | $ | 26,009 | $ | 45,264 |
| Special items (1) | 5,393 | (554) | ||
| Adjusted EBITDA | $ | 31,402 | $ | 44,710 |
| Gains on asset dispositions, net | (727) | (162) | ||
| Adjusted EBITDA excluding asset dispositions | $ | 30,675 | $ | 44,548 |
(1)Special items include the following:
| Three Months Ended | ||||
|---|---|---|---|---|
| December 31, 2021 | September 30, 2021 | |||
| Restructuring costs | $ | 17 | $ | 117 |
| Loss on impairment | — | 2,901 | ||
| PBH intangible amortization | 3,060 | 3,060 | ||
| Merger-related costs | 34 | 647 | ||
| Government grants(2) | — | (222) | ||
| Early extinguishment of debt fees | — | 124 | ||
| Bankruptcy-related costs | 29 | 103 | ||
| Insurance-related proceeds, net | — | 899 | ||
| Nonrecurring professional services fees | 2,253 | 817 | ||
| Bankruptcy-related settlement | — | (9,000) | ||
| $ | 5,393 | $ | (554) |
___________________________
(2) COVID-19 related government relief grants
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 nonrecurring professional services fees, costs paid in relation to the Merger, the Chapter 11 Cases and government grants related to the Company’s fixed wing services. 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).
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2021 | September 30, 2021 | |||||
| Net cash provided by operating activities | $ | 45,083 | $ | 36,753 | ||
| Plus: Proceeds from disposition of property and equipment | 740 | 3,188 | ||||
| Less: Purchases of property and equipment | (5,920) | (14,338) | ||||
| Free Cash Flow | $ | 39,903 | $ | 25,603 | ||
| Plus: Restructuring costs | 92 | 178 | ||||
| Plus: Merger-related costs | 8 | 2,212 | ||||
| Plus: Bankruptcy-related costs | 108 | 244 | ||||
| Plus: Nonrecurring professional services fees | 1,764 | — | ||||
| Less: Bankruptcy-related settlement | — | (9,000) | ||||
| Less: Government grants | (61) | (161) | ||||
| Adjusted Free Cash Flow | $ | 41,814 | $ | 19,076 | ||
| Net (proceeds from)/purchases of property and equipment (“Net Capex”) | 5,180 | 11,150 | ||||
| Adjusted Free Cash Flow excluding Net Capex | $ | 46,994 | $ | 30,226 | ||
| BRISTOW GROUP INC.<br><br>FLEET COUNT<br><br>(unaudited) | ||||||
| --- | --- | --- | --- | --- | ||
| Number of Aircraft | ||||||
| Type | Owned<br>Aircraft | Leased<br>Aircraft | Aircraft<br>Held For Sale | Consolidated Aircraft | Max Pass. <br>Capacity | Average Age (years)(1) |
| Heavy Helicopters: | ||||||
| S-92 | 36 | 21 | — | 57 | 19 | 13 |
| S-92 U.K. SAR | 3 | 7 | — | 10 | 19 | 7 |
| H225 | — | — | 2 | 2 | 19 | 11 |
| AW189 | 6 | 1 | — | 7 | 16 | 6 |
| AW189 U.K. SAR | 11 | — | — | 11 | 16 | 5 |
| 56 | 29 | 2 | 87 | |||
| Medium Helicopters: | ||||||
| AW139 | 51 | 6 | — | 57 | 12 | 11 |
| S-76 C+/C++ | 16 | — | — | 16 | 12 | 14 |
| S-76D | 8 | — | — | 8 | 12 | 8 |
| B212 | 2 | — | — | 2 | 12 | 40 |
| 77 | 6 | — | 83 | |||
| Light—Twin Engine Helicopters: | ||||||
| AW109 | 4 | — | — | 4 | 7 | 15 |
| EC135 | 10 | — | — | 10 | 6 | 13 |
| 14 | — | — | 14 | |||
| Light—Single Engine Helicopters: | ||||||
| AS350 | 17 | — | — | 17 | 4 | 24 |
| AW119 | 13 | — | — | 13 | 7 | 15 |
| 30 | — | — | 30 | |||
| Total Helicopters | 177 | 35 | 2 | 214 | 13 | |
| Fixed wing | 6 | 8 | — | 14 | ||
| UAV | — | 2 | — | 2 | ||
| Total Fleet | 183 | 45 | 2 | 230 |
______________________
(1)Reflects the average age of helicopters that are owned.
The chart below presents the number of aircraft in our fleet and their distribution among the regions in which we operate as of December 31, 2021 and the percentage of operating revenue that each of our regions provided during the Current Quarter.
| Percentage<br>of Current<br>Quarter<br>Operating<br>Revenue | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| UAV | Fixed<br>Wing | ||||||||||||||
| Heavy | Medium | Light Twin | Light Single | Total | |||||||||||
| Europe | 54 | % | 63 | 12 | — | 3 | 2 | — | 80 | ||||||
| Americas | 35 | % | 20 | 57 | 14 | 27 | — | — | 118 | ||||||
| Asia Pacific | 6 | % | — | — | — | — | — | 12 | 12 | ||||||
| Africa | 5 | % | 4 | 14 | — | — | — | 2 | 20 | ||||||
| Total | 100 | % | 87 | 83 | 14 | 30 | 2 | 14 | 230 |
10
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Q3 FY22 Earnings Presentation February 4, 2022 Exhibit 99.2
Q3 FY22 Earnings Call Agenda I. Introduction Crystal Gordon, SVP and General Counsel II. Operational Highlights Chris Bradshaw, President and CEO III. Financial Review Jennifer Whalen, SVP and CFO IV. Concluding Remarks Chris Bradshaw, President and CEO V. Questions & Answers 2
This presentation contains “forward-looking statements.” Forward-looking statements represent Bristow Group Inc.’s (the “Company”) current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or other similar words. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management’s current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company’s actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: public health crises, such as pandemics (COVID-19) and epidemics, and any related government policies and actions; expected cost synergies and other financial or other benefits of the Merger 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 Company; 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; 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; 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; potential effects of increased competition and the introduction of energy efficient alternative modes of transportation and solutions; 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 and regulations and policies, including, without limitation, actions of the Biden Administration that impact oil and gas operations or favor renewable energy projects in the U.S.; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; general economic conditions, including the capital and credit markets; the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely; the existence of operating risks inherent in our business, including the possibility of declining safety performance; the possibility of political instability, war or acts of terrorism in any of the countries where we operate; the possibility that reductions in spending on aviation services by governmental agencies could lead to modifications of our search and rescue (“SAR”) contract terms with the UK government, our contracts with the Bureau of Safety and Environmental Enforcement ("BSEE") or delays in receiving payments under such contracts; and our reliance on a limited number of helicopter manufacturers and suppliers capabilities. 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. This presentation includes an illustrative calculation of the Company’s Net Asset Value. The Company’s Net Asset Value is based upon the market value of the Company’s owned helicopters (as determined by third- party appraisals) plus the book value of the Company’s other assets less the Company’s liabilities. For the purposes of this Net Asset Value calculation, the market value of the Company's helicopters is pulled directly from valuation specialists’ and third-party analysts’ reports. When using third party reports, the market value is as of the date of such report and is not updated to reflect factors that may impact the valuation since the date of such report, including fluctuations in foreign currency exchange rates, oil and gas prices and the balance of supply and demand of helicopters. There is no assurance that market value of an asset represents the amount that the Company could obtain from an unaffiliated third-party in an arm’s length sale of the asset, the fleet or the Company. Cautionary Statement Regarding Forward-Looking Statements 3
Non-GAAP In addition to financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), this presentation includes certain non-GAAP measures including EBITDA, Adjusted EBITDA, Net Debt, Free Cash Flow and Adjusted Free Cash Flow. EBITDA and Adjusted EBITDA are presented as supplemental measures of the Company’s operating performance. EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for special items that occurred during the reporting period and noted in the applicable reconciliation. Since neither EBITDA nor Adjusted EBITDA is a recognized term under GAAP, 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 discretionary use, as they do not take into account 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. 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, the implementation of fresh-start accounting and the voluntary petitions filed by Old Bristow and certain of its subsidiaries on May 11, 2019, in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division seeking relief under Chapter 11 of Title 11 of the U.S. Code (the “Chapter 11 Cases”). The Company also uses Adjusted Free Cash Flow excluding Net Capex. “Net Capex” is defined as net (proceeds from)/purchases of property and equipment. 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 Company also presents Net Debt, which is a non-GAAP measure, defined as total principal balance on borrowings less unrestricted cash and cash equivalents. Each of these non-GAAP measures has limitations and therefore should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. A reconciliation of each of EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding gains or losses on asset dispositions, Free Cash Flow, Adjusted Free Cash Flow, and net debt is included elsewhere in this presentation. Non-GAAP Financial Measures Reconciliation 4
Global Leadership Position in Helicopter Industry Aircraft Fleet (1)• Leading global provider of vertical flight solutions; primarily offshore energy personnel transportation, with significant end market diversification from government services contracts • Diverse fleet of 230 aircraft; mostly owned (80%) with attractive lease rates on the balance of the fleet • LTM operating revenues of $1.1 billion(2)(3) • 2,905 employees, including 770 pilots and 765 mechanics(1) • Headquartered in Houston, TX and publicly traded on the NYSE (Ticker: VTOL) Operating Revenues by End Market (3) (1) As of 12/31/2021 (2) Reflects LTM operating revenues by region as of 12/31/2021; see page 18 for reconciliation (3) Reflects LTM operating revenues by end market as of 12/31/2021; see page 17 for reconciliation 230 $1.1 bn 5 Operating Revenues by Region (2) $1.1 bn
Substantial Value Creation from Merger Synergies As of December 31st, synergy projects representing ~$47mm of annualized run-rate savings have been completed ✓ Elimination of redundant corporate expenses ✓ Realization of operational efficiencies in the U.S. Gulf of Mexico ✓ Optimization of aircraft maintenance programs and fleet utilization ✓ Synergies expected to be realized within the first 24 months following the close of the Merger G&A Savings Fleet Cost Savings Other OpEx Savings 6 + + = +$50mm ANNUAL RUN-RATE SAVINGS In June 2020, Bristow and Era merged forming a larger, more diverse industry leader
7 Current Quarter News Highlights Bristow completed an offshore revenue flight using sustainable aviation fuel (SAF), marking one of the first SAF-powered flights to an offshore operation in the UK Continental Shelf (UKCS). Further flights are scheduled over the next two weeks with a view to SAF being provided as an option to all Bristow clients in the future. Utilizing SAF for operational flights is one of many global initiatives, including an increased use of electric-powered ground support vehicles at select operating bases, as part of the Bristow's efforts to significantly reduce its carbon emissions. December 10, 2021 Overair, Inc. ("Overair"), developer of electric vertical take-off and landing (eVTOL) vehicles, announced they signed a Memorandum of Understanding (MOU) with Bristow Group Inc. The companies will explore commercial taxi flights in new and emerging markets for Bristow operations using the Overair aircraft in various high-density geographic locations. December 16, 2021 The Netherlands Defence Materiel Organisation (DMO) has awarded Bristow their prestigious contract to provide search and rescue helicopter capacity to the Netherlands Coastguard. The 10-year contract, with two one-year extension options, will commence on November 4, 2022, and involves providing the permanent availability of dedicated SAR equipped AW189 helicopters and highly qualified crews from two operational bases in the Netherlands. Bristow will also introduce new technologies such as mission management and data-link systems, enhancing the interoperability of the service with all Netherlands SAR stakeholders. Under the contract, Bristow will provide a 24/7 all-weather search and rescue service and will be tasked by the Joint Rescue Coordination Centre in Den Helder. In addition, the service will aid with secondary tasks as required by the coastguard such as dealing with the aftermath of disasters, incidents, and transportation of the Maritime Incident Response Group (MIRG). January 19, 2022
$296mm Total revenues $42mm Adjusted Free Cash Flow $31mm Adjusted EBITDA excluding asset dispositions Key Financial Highlights (1) Amounts shown as of 12/31/2021 (2) Comprised of $274.0 million in unrestricted cash balances and $52.4 million of remaining availability under ABL Facility (3) See page 14 for reconciliation of Net Debt (4) See page 16 for reconciliation of Adjusted Free Cash Flow (5) See page 15 for reconciliation of LTM Adjusted EBITDA excluding asset dispositions 8 $326mm $280mm $162mm $146mm Available Liquidity(1)(2) Net Debt(1)(3) LTM Adjusted Free Cash Flow(1)(4) LTM Adj. EBITDA Excl. Asset Sales(1)(5) Current Quarter Highlights(1)
Q3 FY22 Results – Sequential Quarter Comparison Operating Revenue Key Cost Variances (Q3 compared to Q2) (1) Adjusted EBITDA excludes special items. See page 15 for a description of special items and reconciliation to net income 9 ($mm) Foreign exchange losses $ (3.0) Equity losses on unconsolidated subs (1.8) Subtotal below the line, non-cash items (4.8) Relocation costs due to Hurricane Ida (2.1) Timing of major repairs (3.1) Aircraft lease return costs (1.1) Key sequential quarter cost variances $ (11.1) • Operating revenues were $5.1 million lower than Q2 FY22 primarily due to lower utilization in government and fixed wing services, partially offset by higher utilization in oil and gas services in the Americas region • Operating expenses were $3.1 million higher primarily due to the timing of repairs, lease return expenses and costs incurred to operate from alternate facilities due to damage from Hurricane Ida • General and administrative expenses were $2.0 million higher primarily due to increased nonrecurring professional services fees • Foreign currency losses were $0.8 million versus gains of $2.2 million • Equity losses from unconsolidated subsidiaries were $0.9 million compared to earnings of $1.0 million • Adjusted EBITDA, excl. asset sales(1), decreased by $13.9 million
Strong Free Cash Flow Generation Bristow generated $173 million of Adj. Free Cash Flow excluding Net Capex and $162 million of Adj. Free Cash Flow during the last twelve months (1) As of 12/31/2021. See page 16 for reconciliation of Adjusted Free Cash Flow 10
11 11 Appendix Appendix ⮚ Fleet Overview ⮚ NAV ⮚ Balance Sheet and Liquidity Position ⮚ Reconciliation of LTM Adjusted EBITDA ⮚ Reconciliation of Free Cash Flow ⮚ Operating Revenues and Flight Hours by Line of Service ⮚ LTM Operating Revenues
Fleet Overview Number of Aircraft(1) Type Owned Aircraft Leased Aircraft Aircraft Held For Sale Consolidated Aircraft Average Age (years)(2) Heavy Helicopters: S-92 36 21 — 57 13 S-92 U.K. SAR 3 7 — 10 7 H225 — — 2 2 11 AW189 6 1 — 7 6 AW189 U.K. SAR 11 — — 11 5 56 29 2 87 Medium Helicopters: AW139 51 6 — 57 11 S-76 C+/C++ 16 — — 16 14 S-76D 8 — — 8 8 B212 2 — — 2 40 77 6 — 83 Light—Twin Engine Helicopters: AW109 4 — — 4 15 EC135 10 — — 10 13 14 — — 14 Light—Single Engine Helicopters: AS350 17 — — 17 24 AW119 13 — — 13 15 30 — — 30 Total Helicopters 177 35 2 214 13 Fixed wing 6 8 — 14 UAV — 2 — 2 Total Fleet 183 45 2 230 (1) As of 12/31/21 (2) Reflects the average age of owned helicopters 12
NAV per Share Calculation Note: Helicopter fair market values based on annual desktop appraisals performed by Ascend by Cirium as of December 31, 2021. FMV excludes aircraft held for sale (Held for sale assets included at book value). Diluted share count reflects outstanding shares as of 12/31/2021 inclusive of unvested awards 13 (in $ millions, except share data) 12/31/2021 + FMV of Owned Helicopters $1,284 + NBV of Other PP&E 250 + Working Capital 301 + Other Assets, Net 88 - Total Debt (531) - Deferred Taxes (40) Net Asset Value $1,353 Diluted Share Count 28.2 Current Share Price (2/2/2022) $33.73 Current Price % (Disc) / Prem NAV per Share (excl. Leased Helicopters and Deferred Taxes) $47.95 (29.7%)
Strong Balance Sheet and Liquidity Position ✓ During Q3 FY22, Bristow made a $0.3 million payment to extinguish the Humberside debt ✓ Bristow has $274.0 million of unrestricted cash and total liquidity of $326.4 million(1) ✓ As of December 31, 2021, the availability under the amended ABL was $52.4 million(2) 1. Balances reflected as of 12/31/2021 2. As of 12/31/2021, the ABL had $21.6mm in letters of credit drawn against it Amount Rate Maturity ($mm, as of 12/31/2021) Cash $ 277 ABL ($85mm)(2) — L+250 bps Apr-23 Senior Secured Notes $ 400 6.875% Mar-28 Lombard Debt (BULL) 84 L+225 bps Dec-23 Lombard Debt (BALL) 70 S+225 bps Jan-24 Total Debt(3) $ 554 Less: Unrestricted Cash $ (274) Net Debt $ 280 14
Reconciliation of Adjusted EBITDA Three Months Ended ($000s) December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 LTM Net income (loss) $ 164 $ 2,710 $ (14,211) $ (42,438) $ (53,775) Depreciation and amortization 17,223 17,644 23,195 17,254 75,316 Interest expense 10,230 10,426 10,624 12,108 43,388 Income tax (benefit) expense (1,608) 14,484 (4,842) (19,092) (11,058) EBITDA $ 26,009 $ 45,264 $ 14,766 $ (32,168) $ 53,871 Special items (1) 5,393 (554) 25,692 55,441 85,972 Adjusted EBITDA $ 31,402 $ 44,710 $ 40,458 $ 23,273 $ 139,843 (Gains) losses on asset dispositions, net (727) (162) (499) 7,199 5,811 Adjusted EBITDA excluding asset dispositions $ 30,675 $ 44,548 $ 39,959 $ 30,472 $ 145,654 15 Three Months Ended December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 LTM Restructuring costs $ 17 $ 117 $ 851 $ 7,887 $ 8,872 Loss on impairment — 2,901 21,934 1,182 26,017 PBH intangible amortization 3,060 3,060 2,846 3,964 12,930 Merger-related costs 34 647 1,735 16,475 18,891 Government grants — (222) (390) (375) (987) Early extinguishment of debt fees — 124 — 28,515 28,639 Bankruptcy-related costs 29 103 446 407 985 Insurance-related proceeds, net — 899 (3,732) (2,614) (5,447) Loss on sale of subsidiaries — — 2,002 — 2,002 Nonrecurring professional services fees 2,253 817 — — 3,070 Bankruptcy-related settlement — (9,000) — — (9,000) $ 5,393 $ (554) $ 25,692 $ 55,441 $ 85,972
Reconciliation of Free Cash Flow Three Months Ended ($000s) December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 LTM Net cash provided by operating activities $ 45,083 $ 36,753 $ 36,441 $ 36,776 $ 155,053 Plus: Proceeds from disposition of property and equipment 740 3,188 10,621 1,381 15,930 Less: Purchases of property and equipment (5,920) (14,338) (2,968) (3,612) (26,838) Free Cash Flow $ 39,903 $ 25,603 $ 44,094 $ 34,545 $ 144,145 Plus: Restructuring costs 92 178 706 1,939 2,915 Plus: Merger-related costs 8 2,212 1,853 18,827 22,900 Plus: Bankruptcy-related costs 108 244 — — 352 Plus: Nonrecurring professional services fees 1,764 — — — 1,764 Less: Bankruptcy-related settlement — (9,000) — — (9,000) Less: Government grants (61) (161) (343) (375) (940) Adjusted Free Cash Flow $ 41,814 $ 19,076 $ 46,310 $ 54,936 $ 162,136 Net (proceeds from)/purchases of property and equipment (“Net Capex”) 5,180 11,150 (7,653) 2,231 10,908 Adjusted Free Cash Flow excluding Net Capex $ 46,994 $ 30,226 $ 38,657 $ 57,167 $ 173,044 16
Operating Revenues and Flight Hours by Line of Service Three Months Ended December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 LTM Operating revenues ($000s) Oil and gas services: Europe $ 88,278 $ 93,420 $ 99,901 $ 93,850 $ 375,449 Americas 91,834 84,207 75,192 72,785 324,018 Africa 14,822 16,054 14,692 18,976 64,544 Total oil and gas services 194,934 193,681 189,785 185,611 764,011 Government services 66,435 69,742 70,443 67,032 273,652 Fixed wing services 20,509 23,501 24,556 21,916 90,482 Other services 3,132 3,196 3,567 6,960 16,855 $ 285,010 $ 290,120 $ 288,351 $ 281,519 $ 1,145,000 Three Months Ended December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 Flight hours by line of service Oil and gas services: Europe 10,701 11,189 11,833 11,207 Americas 11,263 10,376 8,777 8,237 Africa 1,935 2,258 2,078 2,180 Total oil and gas services 23,899 23,823 22,688 21,624 Government services 3,581 4,212 3,925 3,240 Fixed wing services 3,428 3,687 3,721 3,606 Other services — — 9 110 30,908 31,722 30,343 28,580 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, 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. 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. 17
LTM Operating Revenues Three Months Ended (in millions) December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 LTM Revenues Europe $ 148.8 $ 157.2 $ 163.5 $ 154.6 $ 624.1 Americas 99.2 91.7 83.2 81.4 355.5 Asia Pacific 16.7 19.9 21.8 21.5 79.9 Africa 17.3 18.4 16.9 21.1 73.7 Corporate and Other(1) 3.0 2.9 3.0 2.9 11.8 Total $ 285.0 $ 290.1 $ 288.4 $ 281.5 $ 1,145.0 18(1) Includes revenues from part sales and revenues derived from leasing aircraft to third party operators