Bristow Group Inc. (NYSE: VTOL) reported net loss attributable to the Company of $7.9 million, or $0.28 per diluted share, for its quarter ended December 31, 2023 (the “Current Quarter”) on operating revenues of $329.6 million compared to net income attributable to the Company of $4.3 million, or $0.15 per diluted share, for the quarter ended September 30, 2023 (the “Preceding Quarter”) on operating revenues of $330.3 million.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $41.8 million in the Current Quarter compared to $54.9 million in the Preceding Quarter. EBITDA adjusted to exclude special items, gains or losses on asset dispositions and foreign exchange gains was $46.0 million in the Current Quarter compared to $56.6 million in the Preceding Quarter. The following table provides a reconciliation of net income (loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding gains or losses on asset dispositions and foreign exchange gains (in thousands, unaudited). See “Non-GAAP Financial Measures” for further information on the use of non-GAAP financial measures used herein.

“On behalf of all Bristow team members around the world, I extend our heartfelt condolences to the family and friends of our dear colleague whose life was lost in the tragic SAR training accident offshore Norway on February 28, 2024. This is a deeply sad and difficult time, and we will carry this loss with us always,” said Chris Bradshaw, President and CEO of Bristow Group. “We are relieved to share that the other crew members have now either been released from the hospital or remain in stable condition at the hospital. Bristow is fully cooperating with authorities investigating the accident, and we will provide future updates as appropriate.”

“Looking back on 2023, I want to thank and commend the Bristow team for delivering many successful outcomes last year,” said Bradshaw. “We continued to progress our strategic goal to grow and diversify our leading government services business with the successful award of the €670 million Irish Coast Guard contract, building upon the recent addition of key government contracts in the United Kingdom (UKSAR2G), Dutch Caribbean, the Netherlands, and the Falkland Islands. In our offshore energy services business, the second half of 2023 marked the positive inflection point beginning what we believe will be a multi-year growth cycle. With the largest global fleet of offshore helicopters and a significant presence in key regions, Bristow expects to be a primary beneficiary of this extended growth cycle in offshore energy. Revenues in 2023 were 8% higher than 2022, and Adjusted EBITDA, excluding asset dispositions and foreign exchange, increased by 24% compared to the prior year. In 2024, the mid-point of our guidance range represents a similar year-over-year growth of 9% in revenues and over 20% in Adjusted EBITDA.”

Sequential Quarter Results

Operating revenues in the Current Quarter were $0.7 million lower compared to the Preceding Quarter. Operating revenues from offshore energy services were $7.0 million higher primarily due to a new contract in Norway and increased utilization in Africa, partially offset by lower lease payments received from Cougar Helicopters Inc. (“Cougar”) and lower utilization in the UK. Operating revenues from government services were $3.8 million lower primarily due to lower utilization and the weakening of the British pound sterling (“GBP”) relative to the U.S. dollar (“USD”). Fixed wing revenues were $3.5 million lower primarily due to lower seasonal utilization.

Operating expenses were $8.8 million higher in the Current Quarter primarily due to higher fuel costs, leased-in equipment costs, repairs and maintenance costs and personnel costs.

General and administrative expenses were $2.1 million lower in the Current Quarter primarily due to lower compensation costs.

During the Current Quarter, the Company sold or otherwise disposed of certain assets, resulting in net losses of $0.2 million. During the Preceding Quarter, the Company sold or otherwise disposed of two helicopters and other assets, resulting in net gains of $1.2 million.

During the Current Quarter, the Company recognized earnings of $1.1 million from unconsolidated affiliates compared to $3.7 million in the Preceding Quarter.

Other income, net of $1.7 million in the Current Quarter primarily resulted from foreign exchange gains of $1.9 million, partially offset by an unfavorable interest adjustment to the Company’s pension liability. Other income, net of $4.8 million in the Preceding Quarter primarily resulted from foreign exchange gains of $4.5 million.

Income tax expense was $21.6 million in the Current Quarter compared to $22.6 million in the Preceding Quarter. The change in income tax expense is primarily due to the earnings mix of the Company’s global operations and changes to deferred tax valuation allowances and assets.

Full Year Results

On August 3, 2022, Bristow’s Board of Directors approved a change in the fiscal year end of the Company from March 31st to December 31st, on a prospective basis, aligning its fiscal year to the calendar year. As such, references below to the “Current Year” refer to the twelve months ended December 31, 2023, and references to the “Prior Year” refer to the twelve months ended December 31, 2022.

Bristow reported net loss attributable to the Company of $6.8 million, or loss per diluted share of $0.24, for the Current Year on operating revenues of $1.3 billion compared to net income attributable to the Company of $9.2 million, or $0.32 per diluted share, on operating revenues of $1.2 billion for the Prior Year.

Operating revenues in the Current Year were $90.8 million higher compared to the Prior Year. Operating revenues from offshore energy services were $29.7 million higher in the Current Year primarily due to higher utilization in most geographic regions, partially offset by the end of a contract in Guyana. Operating revenues from government services were $53.7 million higher in the Current Year primarily due to the commencement of new contracts in the Falkland Islands, the Netherlands and the Dutch Caribbean. Operating revenues from fixed wing services were $10.5 million higher in the Current Year primarily due to increased rates.

Operating expenses were $49.2 million higher in the Current Year primarily due to higher costs related to new contracts, higher personnel costs, insurance costs and leased-in equipment costs, partially offset by lower fuel and repairs and maintenance costs.

General and administrative expenses were $17.1 million higher in the Current Year primarily due to increased headcount related to backfilling positions that were vacant in the Prior Year, higher non-cash stock compensation expense, severance costs, and higher tax expenses.

During the Prior Year, restructuring costs were $2.1 million primarily due to severance costs in the Africa region.

During the Prior Year, the Company recognized a loss on impairment of $5.2 million related to a power-by-the-hour (“PBH”) intangible asset write-off.

During the Current Year, the Company sold or otherwise disposed of eight helicopters and other assets, resulting in net gains of $1.1 million. During the Prior Year, the Company sold twelve helicopters and other assets resulting in net losses of $0.5 million.

During the Current Year, the Company recognized earnings of $7.2 million from unconsolidated affiliates compared to earnings of $1.1 million in the Prior Year.

Interest income was $7.0 million higher than the Prior Year due to higher investment balances, higher interest rates and income from sales-type leases.

Other expense, net of $9.9 million in the Current Year primarily resulted from foreign exchange losses of $10.7 million, partially offset by a favorable interest adjustment to the Company’s pension liability of $0.4 million. Other income, net of $33.4 million in the Prior Year primarily resulted from foreign exchange gains of $20.9 million, government grants to fixed wing services of $6.2 million, a favorable interest adjustment to the Company’s pension liability of $2.7 million and a gain on sale of inventory of $1.9 million.

Income tax expense was $24.9 million in the Current Year compared to $10.8 million in the Prior Year primarily due to the earnings mix of the Company’s global operations and changes to deferred tax valuation allowances and assets.

2023 and 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 paragraph entitled “Non-GAAP Financial Measures” for further information.

After stronger than expected Q3 results, Bristow raised its 2023 Adjusted EBITDA guidance range from $150 – $170 million to $165 – $175 million in the Preceding Quarter.

Select financial results for 2023 and targets for 2023 and 2024 are as follows (in USD, millions):

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. The primary exposure is the GBP/USD exchange rate.

Each £0.01 movement in the GBP/USD exchange rate would impact 2024E Adjusted EBITDA by +/- ~$1.5 million.

Outlook by Line of Service

Offshore Energy Services:

The increasing activity in offshore energy has driven a constructive supply and demand balance for offshore helicopters. Given our sector’s late cycle exposure and the lag effect involving new projects, we only recently have begun to see the impacts of a multi-year growth cycle, with the second half of 2023 marking the positive inflection point for Bristow’s financial results. A tighter equipment market, constrained global labor force and inflationary cost pressures should further drive meaningful rate increases, which we expect to capture during contract renewal and new project tenders. Headwinds from continued supply chain shortages, particularly those related to the S92 heavy helicopters, are expected to continue through 2024.

Europe region:

The full year impact of the newly commenced offshore energy SAR contract in Norway is expected to have a positive impact in 2024. Beyond that, we expect activity in the mature markets of Norway and the UK to be mostly stable in 2024.

Americas region:

The full year impact of expanded operations in Brazil and potential additional tenders in 2024 will contribute to meaningful increases in our results. Exploration activity is expected to drive increased utilization in the U.S. Gulf of Mexico.

Africa region:

Increased market activity has driven better results in Nigeria, and we expect this momentum to continue in 2024.

Government Services:

With operations in the Falkland Islands, the Dutch Caribbean and the Netherlands now reflected in our full year results, we anticipate 2024 will remain largely in line with 2023. Our government services offering typically involves short periods of investment followed by long periods of strong cash flows, and we anticipate 2024 to be a period of investment related to contracts scheduled to commence in late 2024. The transition to the £1.6 billion UKSAR2G contract will begin in late 2024. Operations in Ireland, for the recently awarded €670 million Irish Coast Guard contract, are set to commence towards the end of 2024, and its full year impacts in subsequent years will contribute meaningfully to our financial results.

Fixed wing and other services:

Activity has increased with demand for fixed wing services and charters. Pilot shortages continue to remain a challenge through this upturn. We anticipate the financial performance of this business will remain consistent with 2023.

Liquidity and Capital Allocation

As of December 31, 2023, the Company had $180.3 million of unrestricted cash and $70.9 million of remaining availability under its amended asset-based credit facility (the “ABL Facility”) for total liquidity of $251.2 million. Borrowings under the ABL Facility are subject to certain conditions and requirements.

In the Current Quarter, purchases of property and equipment were $19.4 million, of which $4.3 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 $18.4 million, of which $4.7 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were $7.3 million. See Adjusted Free Cash Flow Reconciliation for a reconciliation of Adjusted Free Cash Flow.

In January 2024, Bristow entered into a new twelve-year secured equipment financing for an aggregate principal amount of up to £55 million. The proceeds from the financing will be used to support Bristow’s capital commitments related to the Second-Generation UK Search and Rescue (UKSAR2G) contract. Bristow’s obligations will be secured by four new AW139 SAR-configured helicopters to be delivered in 2024. The credit facility has a 15-month availability period and is expected to fund during 2024, subject to delivery of the new SAR-configured helicopters. The credit facility will bear interest at a rate equal to the Sterling Overnight Index Average (“SONIA”) plus 2.75% per annum.

Recent Events

On February 28, 2024, one of Bristow’s SAR helicopters, registration LN-OIJ with six crew members onboard, was involved in an accident during a training exercise approximately 15 nautical miles west of Bergen, Norway. Very sadly, one fatality was confirmed. The other five crew members have either been released or are in stable condition in the hospital. Bristow’s highest priority is to take care of our crew and their family members and provide them with any assistance needed. The Company is in the process of collecting pertinent information and will provide updates as appropriate. Bristow is fully cooperating with authorities investigating the accident.

On February 27, 2024, Bristow announced an agreement with Leonardo for 10 AW189 super medium helicopters plus options to purchase an additional 10 AW189 helicopters. The new AW189 helicopters will support offshore transport as well as search and rescue (SAR) missions. Bristow currently operates 21 AW189 helicopters globally, with an additional five already scheduled for delivery beginning this year. In addition to its Offshore Energy Services business, Bristow also operates SAR-equipped AW189 helicopters in its Government Services business. The new aircraft will offer added flexibility as well as superior operational and environmental performance, including lower CO2 emissions than comparable aircraft types. The aircraft deliveries will occur over a three-year period from 2025-2028.

On February 28, 2024, Bristow announced a Memorandum of Understanding (MOU) with The Helicopter and Jet Company (THC), Saudi Arabia’s premier provider of commercial helicopter services and fully owned by the Public Investment Fund (PIF). The two companies plan to work together on advanced air mobility (AAM) initiatives in the Kingdom of Saudi Arabia as well as other collaborative vertical lift endeavors.

Conference Call

Management will conduct a conference call starting at 9:00 a.m. ET (8:00 a.m. CT) on Wednesday, March 6, 2024, to review the results for the quarter and full year ended December 31, 2023. The conference call can be accessed using the following link:

Link to Access Earnings Call: https://www.veracast.com/webcasts/bristow/webcasts/VTOL4Q23.cfm

Replay

A replay will be available through March 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 March 27, 2024. The accompanying investor presentation will be available on March 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/.