Bristow Group Reports Fourth Quarter 2024 Results

Beats Top End Of 2024 Outlook Range

Announced New Capital Allocation Framework

HOUSTON, Texas, Feb. 26, 2025 /PRNewswire/ --

Fourth Quarter and Full Year Highlights:

    --  Total revenues were $11.6 million lower in Q4 2024 compared to Q3 2024,
        and $118.1 million higher for the full year ended 2024 compared to 2023
    --  Net income was $3.6 million higher in Q4 2024 compared to Q3 2024, and
        $101.6 million higher in 2024 compared to 2023
    --  Adjusted EBITDA (as defined herein)((1)) was $2.3 million lower in Q4
        2024 compared to Q3 2024, and $66.3 million higher in 2024 compared to
        2023
    --  Full year 2024 Adjusted EBITDA((1)) was $236.8 million compared to the
        previously upward revised 2024E outlook range of $220 million - $230
        million

Bristow Group Inc. (NYSE: VTOL) ("Bristow" or the "Company") today reported net income attributable to the Company of $31.8 million, or $1.07 per diluted share, for the quarter ended December 31, 2024 (the "Current Quarter") on total revenues of $353.5 million compared to net income attributable to the Company of $28.2 million, or $0.95 per diluted share, for the quarter ended September 30, 2024 (the "Preceding Quarter") on total revenues of $365.1 million.

Bristow reported net income attributable to the Company of $94.8 million, or $3.21 per diluted share, for the year ended December 31, 2024 (the "Current Year") on total revenues of $1.4 billion compared to net loss attributable to the Company of $6.8 million, or loss per diluted share of $0.24, on total revenues of $1.3 billion for the year ended December 31, 2023 (the "Prior Year").

The following table provides select financial highlights for the periods reflected (in thousands, except per share amounts). A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA, operating income to Adjusted Operating Income and cash provided by operating activities to Free Cash Flow and Adjusted Free Cash Flow is included in the "Non-GAAP Financial Measures" section herein.


                                                                   Three Months Ended                          Year Ended December 31,


                                                      December 31,                    September 30,      2024                  2023
                                                              2024                              2024



     Total revenues                                      $353,526                          $365,122 $1,415,491            $1,297,429



     Operating income                                      31,804                            33,213    132,608                60,751



     Net income (loss) attributable to Bristow Group       31,793                            28,242     94,797               (6,780)



     Basic earnings (loss) per common share                  1.11                              0.99       3.32                (0.24)



     Diluted earnings (loss) per common share                1.07                              0.95       3.21                (0.24)



     Net cash provided by operating activities             51,054                            66,022    177,420                32,037





     
              Non-GAAP(1):



     Adjusted Operating Income                            $52,314                           $55,131   $216,841              $145,225



     EBITDA                                                44,581                            63,900    207,931               130,035



     Adjusted EBITDA                                       57,840                            60,180    236,766               170,504



     Free Cash Flow                                        48,315                            57,981    159,476                17,619



     Adjusted Free Cash Flow                               45,735                            59,520    160,911                27,774


     __________________



     (1)                See definitions of these non-GAAP financial measures and the reconciliation of GAAP to non-GAAP financial measures in the Non-
                           GAAP Financial Measures section further below.

"We are pleased to report very strong fourth quarter 2024 financial results, which exceeded the upwardly revised outlook range for Q4 and full year 2024," said Chris Bradshaw, President and CEO of Bristow Group. "In addition, we are pleased to announce Bristow's new capital allocation framework, with strategic priorities that include: (i) protect and maintain a strong balance sheet and liquidity position; (ii) pursue high impact, high return growth opportunities; and (iii) return capital to shareholders via opportunistic share buybacks and quarterly dividend payments. Understanding that Offshore Energy Services, our largest business segment, is inherently volatile, we must sustain a robust balance sheet that can withstand all market cycles. As such, the Company intends to pay down debt to a balance of approximately $500 million gross debt by the end of 2026. At the same time, we will continue to execute on compelling growth opportunities, such as the long-term Government SAR contracts the Company was awarded in Ireland and the UK as well as the attractive opportunities we have to introduce new AW189 helicopters to meet customer demand and boost profitability in our Offshore Energy Services segment. Furthermore, Bristow is committed to return capital to shareholders via a new quarterly dividend program intended to commence in Q1 2026 with an initial dividend payment of $0.125 per share, or $0.50 per share annualized, as well as opportunistic share buybacks under the Company's new $125 million share repurchase program."

Sequential Quarter Results

Revenues in the Current Quarter were $11.6 million lower compared to the Preceding Quarter. Revenues from Offshore Energy Services were $6.1 million lower primarily due to lower utilization, reduced aircraft availability and unfavorable foreign exchange rate impacts. Revenues from Government Services were $2.8 million lower in the Current Quarter primarily due to lower utilization and unfavorable foreign exchange rate impacts, partially offset by the commencement of the Irish Coast Guard ("IRCG") contract and the 2nd Generation UK SAR ("UKSAR2G") contract. Revenues from Other Services were $2.7 million lower in the Current Quarter primarily due to lower seasonal utilization and unfavorable foreign exchange rate impacts. Unfavorable foreign exchange rate impacts were related to the strengthening of the U.S. dollar relative to foreign currencies.

Operating expenses were $9.6 million lower in the Current Quarter primarily due to lower operating personnel costs as a result of the finalization of a labor agreement in the UK in the Preceding Quarter, lower fuel costs due to decreased flight hours and lower global fuel prices, and lower repairs and maintenance costs primarily due to decreased power-by-the-hour ("PBH") expenses. These decreases were partially offset by higher costs related to the commencement of new Government Services contracts.

General and administrative expenses were $1.5 million higher primarily due to higher incentive compensation costs in the Current Quarter related to the Company's full-year financial results.

Other expense, net of $6.2 million in the Current Quarter primarily resulted from foreign exchange losses of $12.6 million, partially offset by an insurance recovery of $4.5 million and a favorable interest adjustment to the Company's pension liability of $1.7 million. Other income, net of $10.6 million in the Preceding Quarter primarily resulted from foreign exchange gains of $10.9 million.

Income tax benefit was $13.0 million in the Current Quarter compared to an income tax expense of $8.4 million in the Preceding Quarter. Income tax benefit in the Current Quarter was impacted by various discrete items including an $8.1 million tax benefit from double taxation relief, the expiration of the statute of limitation on uncertain tax positions in Nigeria and Trinidad of $4.1 million, and a $3.2 million tax benefit associated with an adjustment to deferred tax liabilities.

Segments

In the fourth quarter, the Company changed its segment reporting from a single reportable segment to three reportable segments: Offshore Energy Services, Government Services and Other Services. The Offshore Energy Services segment provides aviation services to, from and between offshore energy installations globally. The Government Services segment provides search and rescue ("SAR") and support helicopter services to government agencies globally. The Other Services segment is primarily comprised of fixed wing services which provide transportation through scheduled passenger flights and aircraft charter services, dry-leasing of aircraft to third-party operators and part sales. Corporate includes unallocated overhead costs that are not directly associated with the Company's three reportable segments. The change in segment reporting was the result of the recent expansion of the Company's government services contracts and reevaluating the factors used to identify reportable segments which include end customer profile, management responsibility and contract dynamics. The prior years presented have been recast to conform with the revised presentation.

Full Year Results

Offshore Energy Services


                                                 Year Ended December 31,



     
                ($ in thousands)        2024     2023                                 Favorable
                                                                            (Unfavorable)



     Revenues                         $966,064 $852,956            $113,108     13.3 %



     Operating income                  132,165   45,613              86,552    189.8 %



     Adjusted Operating Income         172,799   88,773              84,026     94.7 %



     Operating income margin              14 %     5 %



     Adjusted Operating Income margin     18 %    10 %

Revenues from Offshore Energy Services were $113.1 million higher in the Current Year compared to the Prior Year. Revenues in Africa were $47.4 million higher primarily due to higher utilization and increased rates. Revenues in the Americas were $36.1 million higher primarily due to higher utilization and the commencement of new contracts in Brazil. Revenues in Europe were $29.7 million higher primarily due to the commencement of a new contract in Norway. Operating income was $86.6 million higher in the Current Year primarily due to these higher revenues. Operating income was negatively impacted by higher repairs and maintenance costs of $20.1 million and operating personnel costs of $8.7 million, both primarily due to increased activity, partially offset by lower fuel costs of $5.5 million due to lower fuel prices.

Government Services


                                                 Year Ended December 31,



     
                ($ in thousands)        2024     2023                                 Favorable
                                                                            (Unfavorable)



     Revenues                         $329,654 $337,280            $(7,626)    (2.3) %



     Operating income                   21,070   29,610             (8,540)   (28.8) %



     Adjusted Operating Income          50,766   60,651             (9,885)   (16.3) %



     Operating income margin               6 %     9 %



     Adjusted Operating Income margin     15 %    18 %

Revenues from Government Services were $7.6 million lower in the Current Year primarily due to a change in rates after transitioning to the long-term contract with the Dutch Caribbean Coast Guard ("DCCG"). Operating income was $8.5 million lower in the Current Year primarily due to aircraft availability penalties related to supply chain challenges in UKSAR, start-up costs for IRCG and the transition to the long-term DCCG contract.

Other Services


                                                  Year Ended December 31,



     
                ($ in thousands)        2024     2023                                 Favorable
                                                                            (Unfavorable)



     Revenues                         $119,773 $107,193             $12,580      11.7 %



     Operating income                   13,747   15,398             (1,651)   (10.7) %



     Adjusted Operating Income          25,786   25,829                (43)    (0.2) %



     Operating income margin              11 %    14 %



     Adjusted Operating Income margin     22 %    24 %

Revenues from Other Services were $12.6 million higher in the Current Year primarily due to higher utilization and increased rates. Operating income from Other Services was $1.7 million lower in the Current Year primarily due to higher operating costs in fixed wing services of $12.7 million due to increased subcontractor costs, training and fuel expenses. Depreciation and amortization was $1.6 million higher than the Prior Year.

Corporate


                                                    Year Ended December 31,



     
                ($ in thousands)            2024      2023                                 Favorable
                                                                                 (Unfavorable)



     
                Corporate:



     Total expenses                        $33,329   $30,982            $(2,347)         (7.6) %


      Gains (losses) on disposal of assets  (1,045)    1,112             (2,157)              nm



     Operating loss                       (34,374) (29,870)            (4,504)        (15.1) %





     
                Consolidated:



     Interest income                        $8,901    $8,646                $255            2.9 %



     Interest expense, net                (37,581) (41,417)              3,836            9.3 %



     Other, net                            (1,865)  (9,968)              8,103           81.3 %



     Income tax expense                    (7,193) (24,932)             17,739           71.1 %

Total expenses for Corporate were $2.3 million higher in the Current Year primarily due to the full-year impact of increased headcount.

During the Current Year, the Company sold or otherwise disposed of 13 helicopters and various other assets, resulting in net losses of $1.0 million, compared to $1.1 million of net gains in the Prior Year primarily due to the sale of eight helicopters and disposal of various other assets.

Interest expense was $3.8 million lower in the Current Year primarily due to higher capitalized interest.

Other expense was $1.9 million in the Current Year and $10.0 million in the Prior Year primarily due to foreign exchange losses.

Income tax expense was $17.7 million lower than the Prior Year primarily due to the earnings mix of the Company's global operations, a tax benefit from double taxation relief of $8.1 million, a tax benefit from the expiration of the statute of limitation on uncertain tax positions of $4.1 million and a $3.2 million tax benefit associated with an adjustment to deferred tax liabilities.

Beats Top End of 2024 Outlook and Affirms 2025 and 2026 Outlook

Please refer to the section 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 non-GAAP financial measures. Please read the section entitled "Non-GAAP Financial Measures" for further information.

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


                                       2024E(1) 2024

                                                     A



     
                Revenues:



     Offshore Energy Services(2)          $959    $966



     Government Services                  $335    $330



     Other Services                       $120    $120



     
                Total revenues        $1,414  $1,416





     
                Adjusted EBITDA         $225    $237





     Cash interest                         $40     $43



     Cash taxes                            $23     $21



     Maintenance capital expenditures      $18     $18


     __________________________



     (1)                          Reflects the mid-point of the previously issued 2024 financial outlook ranges. 2024E revvenues include approximately $31.0
                                     million of reimbursable revenues due to the change in presentation from operating to total revenues.



     (2)                        
     OES includes approximately $12.7 million of Africa fixed wing revenues previously included in Other Services.

In connection with its change in segment reporting, the Company also issued select financial guidance by segment for 2025 and 2026 as follows:


                                                              2025
                                                                  E                           2026T



     
                Revenues:



     Offshore Energy Services                          
           $950 - $1,060           
           $975 - $1,165



     Government Services                                 
           $350 - $425             
           $430 - $460



     Other Services                                      
           $120 - $130             
           $120 - $150



     
                Total revenues             
         
             $1,420 - $1,615 
         
             $1,525 - $1,775





     
                Adjusted Operating Income:



     Offshore Energy Services                  
           
             $190 - $210   
           
             $210 - $255



     Government Services                         
           
             $45 - $55     
           
             $75 - $85



     Other Services                              
           
             $15 - $20     
           
             $15 - $20



     Corporate                                               ($30 -$40)                      ($30 -$40)


                                                
           
             $220 - $245   
           
             $270 - $320





     
                Adjusted EBITDA              
           
             $230 - $260   
           
             $275 - $335





     Cash interest                                 ~$45                            ~$45



     Cash taxes                                            
           $25 - $30               
           $25 - $30



     Maintenance capital expenditures                      
           $15 - $20               
           $20 - $25

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, net line on the statements of operations. These are related to the revaluation of certain 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 2025E Adjusted EBITDA by +/- ~$1.2 million. The following table shows the GBP/USD exchange rate for each period presented.


                                                            2024A       2025
                                                                             E         2026T


                   (in millions, except for exchange rates)



     Adjusted EBITDA                                        $237 
     $230 - $260 
     $275 - $335



     Average GBP/USD exchange rate                          1.28          1.26           1.26

Outlook by Segment

Offshore Energy Services:

Increased activity in the offshore energy industry, a tighter equipment market, and inflationary cost pressures have driven meaningful rate increases, which we have continued 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 persist in 2025. However, with current utilization levels for medium, super medium and heavy helicopters at or near 100%, coupled with unmet lift demand and long lead-times for new builds, we anticipate market conditions to remain constructive for our industry in 2025 and 2026. Additionally, the cadence of our contract renewals is such that more of the contracts would commence in late 2025 or 2026.

Europe region:
Though 2024 benefited from the full-year impact of a new contract in Norway and higher ad hoc activity on attractive rates in the UK, the North Sea is a mature market with limited growth opportunities. We expect activity in this region to remain mostly stable in 2025, though S92 supply chain challenges remain a risk.

Americas region:
Meaningful increases in our Americas market are largely attributed to the full-year impact of expanded operations in Brazil. The growing demand in Brazil offers additional opportunities, though the timing of these opportunities is weighted towards the back half of 2025, with full-year impacts expected in 2026. Activity is also expected to increase in the U.S. and Suriname.

Africa region:
Nigeria remains one of our most promising markets, as the business continues to absorb increasing demand in the region. The combination of increased utilization, higher rates and added capacity is fueling our growth in this market. Absent additional supply chain headwinds, we expect this momentum to continue in 2025.

Government Services:

Our Government Services segment typically involves short periods of investment followed by long periods of strong cash flows, and 2025 will be a year of transitioning to new contracts. Operations on the previously announced 10-year, approximately EUR670 million IRCG contract commenced in late 2024, and the last base is expected to fully transition in the second half of 2025. The transition to the previously announced, 10-year, approximately £1.6 billion UKSAR2G contract also began in late 2024, and the transition is expected to conclude at the end of 2026. Though the majority of capital expenditures will conclude in the first half of 2025, associated operating expenses during the transition period, the strengthening of the U.S. dollar relative to the British pound sterling and Euro, and impacts of penalties due to availability, primarily related to supply chain challenges that are expected to persist in the near term, may not present the full earnings power and quality margins from this business until 2026 and beyond. We expect full-year impacts in subsequent years will contribute meaningfully to our financial results, and the strong margins, and stable, long-term cash flows with high credit quality customers will provide reliable capital returns well into the middle of the next decade.

Other Services:

Other Services has experienced growth in recent years from charter revenues in Australia, and we observed higher yields in scheduled passenger transport throughout the year, though pilot shortages remained challenging through this upturn. We believe the financial performance of this segment will remain consistent with or near current levels of activity throughout 2025.

Liquidity and Capital Allocation

As of December 31, 2024, the Company had $247.5 million of unrestricted cash and $64.0 million of remaining availability under its amended asset-based credit facility (the "ABL Facility") for total liquidity of $311.5 million. Borrowings under the ABL Facility are subject to certain conditions and requirements.

In the Current Quarter, purchases of property and equipment were $83.5 million, of which $2.7 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were $5.0 million. In the Preceding Quarter, purchases of property and equipment were $57.0 million, of which $8.0 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were $0.1 million. See "Non-GAAP Financial Measures - Free Cash Flow and Adjusted Free Cash Flow" for a reconciliation to operating cash flows.

Bristow is pleased to announce a new capital allocation framework with key priorities that include: (i) protect and maintain a strong balance sheet and liquidity position; (ii) pursue high impact, high return growth opportunities; and (iii) return capital to shareholders via opportunistic share repurchases and initiate quarterly dividend payments in 2026. Understanding that the Offshore Energy Services segment is inherently volatile, the Company recognizes the importance of maintaining a strong balance sheet that can withstand challenging market down cycles. As such, Bristow intends to pay down debt to a balance of approximately $500 million gross debt by the end of 2026. Bristow's Board of Directors has approved a new $125 million share repurchase program that will be deployed on an opportunistic basis. In addition, the Company intends to initiate a quarterly dividend program beginning in the first quarter of 2026, with an initial dividend payment of $0.125 per share ($0.50 per share annualized).

Conference Call

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Thursday, February 27, 2025, to review the results for the quarter and full year ended December 31, 2024. The conference call can be accessed using the following link:

Link to Access Earnings Call: https://www.veracast.com/webcasts/bristow/webcasts/VTOL4Q24.cfm

Replay

A replay will be available through March 20, 2025 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 20, 2025. The accompanying investor presentation will be available on February 27, 2025, on Bristow's website at www.bristowgroup.com.

For additional information concerning Bristow, contact Jennifer Whalen at InvestorRelations@bristowgroup.com, (713) 369-4636 or visit Bristow Group's website at https://ir.bristowgroup.com/.

About Bristow Group

Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. Bristow primarily provides aviation services to a broad base of offshore energy companies and government entities. Our aviation services include personnel transportation, search and rescue ("SAR"), medevac, fixed wing transportation, unmanned systems and ad-hoc helicopter services. Our business is comprised of three operating segments: Offshore Energy Services, Government Services and Other Services. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Our government customers primarily outsource SAR activities whereby we operate specialized helicopters and provide highly trained personnel. Our other services include fixed wing transportation services through a regional airline and dry-leasing aircraft to third-party operators in support of other industries and geographic markets.

Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, India, Ireland, the Kingdom of Saudi Arabia, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom ("UK") and the United States ("U.S.").

Forward-Looking Statements Disclosure

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management, including our expectations regarding a quarterly dividend program and our intention to pay down debt; expected actions by us and by third parties, including our customers, competitors, vendors and regulators, and other matters. Some of the forward-looking statements can be identified by the use of words such as "believes", "belief", "forecasts", "expects", "plans", "anticipates", "intends", "projects", "estimates", "may", "might", "will", "would", "could", "should" or other similar words; however, all statements in this press release, other than statements of historical fact or historical financial results, are forward-looking statements. Our forward-looking statements reflect our views and assumptions on the date hereof regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties, assumptions and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties and factors that could cause or contribute to such differences, include, but are not limited to, those discussed in our Annual Report on Form 10-K, and in particular, the risks discussed in Part I, Item 1A, "Risk Factors" of such report and those discussed in other documents we file with the Securities and Exchange Commission (the "SEC"). Accordingly, you should not put undue reliance on any forward-looking statements.

You should consider the following key factors when evaluating these forward-looking statements: the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers; our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 fleet; our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition; public health crises, such as pandemics and epidemics, and any related government policies and actions; our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility; the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses; the possibility that we may be unable to maintain compliance with covenants in our financing agreements; global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries ("OPEC") and other producing countries; fluctuations in the demand for our services; the possibility of significant changes in foreign exchange rates and controls; potential effects of increased competition and the introduction of alternative modes of transportation and solutions; the possibility that portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events); the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere; the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; the existence of operating risks inherent in our business, including the possibility of declining safety performance; labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements; the possibility of changes in tax, environmental, trade, immigration and other laws and regulations and policies, including, without limitation, tariffs and actions of the governments that impact oil and gas operations, favor renewable energy projects or address climate change; any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates; general economic conditions, including interest rates or uncertainty in the capital and credit markets; the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect search and rescue ("SAR") contract terms or otherwise delay service or the receipt of payments under such contracts; and, the effectiveness of our environmental, social and governance initiatives.

The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. All forward-looking statements in this press release are qualified by these cautionary statements and are only made as of the date thereof. The forward-looking statements in this press release should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, "Risk Factors" and Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K. We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise.



     
                BRISTOW GROUP INC.



     
                Condensed Consolidated Statements of Operations



     (unaudited, in thousands, except per share amounts)




                                                                                Three Months Ended                             Favorable/
                                                                                                                  (Unfavorable)


                                                                   December 31,                    September 30,
                                                                           2024                              2024



     
                Total revenues                                      $353,526                          $365,122                     $(11,596)





     
                Costs and expenses:



     Operating expenses                                                261,911                           271,519                         9,608



     General and administrative expenses                                44,372                            42,898                       (1,474)



     Depreciation and amortization expense                              16,701                            17,569                           868



     Total costs and expenses                                          322,984                           331,986                         9,002





     Losses on disposal of assets                                         (82)                            (626)                          544



     Earnings from unconsolidated affiliates                             1,344                               703                           641



     
                Operating income                                      31,804                            33,213                       (1,409)





     Interest income                                                     2,249                             2,526                         (277)



     Interest expense, net                                             (9,064)                          (9,660)                          596



     Other, net                                                        (6,173)                           10,592                      (16,765)



     Total other income (expense), net                                (12,988)                            3,458                      (16,446)



     
                Income before income taxes                            18,816                            36,671                      (17,855)



     Income tax benefit (expense)                                       12,952                           (8,392)                       21,344



     
                Net income                                            31,768                            28,279                         3,489



     Net loss (income) attributable to noncontrolling interests             25                              (37)                           62



     
                Net income attributable to Bristow Group Inc.        $31,793                           $28,242                        $3,551





     Basic earnings per common share                                     $1.11                             $0.99



     Diluted earnings per common share                                   $1.07                             $0.95





     Weighted average common shares outstanding, basic                  28,628                            28,620



     Weighted average common shares outstanding, diluted                29,796                            29,719





     
                Adjusted Operating Income                            $52,314                           $55,131                      $(2,817)



     
                EBITDA                                               $44,581                           $63,900                     $(19,319)



     
                Adjusted EBITDA                                      $57,840                           $60,180                      $(2,340)



     
                BRISTOW GROUP INC.



     
                Condensed Consolidated Statements of Operations



     (unaudited, in thousands, except per share amounts)




                                                                                   Year Ended   Favorable

                                                                                   December 31, (Unfavorable)


                                                                              2024       2023



     
                Total revenues                                       $1,415,491 $1,297,429       $118,062





     
                Costs and expenses:



     Operating expenses                                                 1,042,118    990,403       (51,715)



     General and administrative expenses                                  175,550    181,745          6,195



     Merger and integration costs                                               -     2,201          2,201



     Depreciation and amortization expense                                 68,287     70,606          2,319



     Total costs and expenses                                           1,285,955  1,244,955       (41,000)





     Gains (losses) on disposal of assets                                 (1,045)     1,112        (2,157)



     Earnings from unconsolidated affiliates                                4,117      7,165        (3,048)



     
                Operating income                                        132,608     60,751         71,857





     Interest income                                                        8,901      8,646            255



     Interest expense, net                                               (37,581)  (41,417)         3,836



     Other, net                                                           (1,865)   (9,968)         8,103



     
                Total other income (expense), net                      (30,545)  (42,739)        12,194



     
                Income before income taxes                              102,063     18,012         84,051



     Income tax expense                                                   (7,193)  (24,932)        17,739



     
                Net income (loss)                                        94,870    (6,920)       101,790



     Net loss (income) attributable to noncontrolling interests              (73)       140          (213)



     
                Net income (loss) attributable to Bristow Group Inc.    $94,797   $(6,780)      $101,577





     Basic earnings (losses) per common share                               $3.32    $(0.24)



     Diluted earnings (losses) per common share                             $3.21    $(0.24)





     Weighted average common stock outstanding, basic                      28,515     28,139



     Weighted average common stock outstanding, diluted                    29,552     28,139





     
                Adjusted Operating Income                              $216,841   $145,225        $71,616



     
                EBITDA                                                 $207,931   $130,035        $77,896



     
                Adjusted EBITDA                                        $236,766   $170,504        $66,262



     
                BRISTOW GROUP INC.



     
                REVENUES BY SEGMENT



     (unaudited, in thousands)




                                                    
     
               Three Months Ended                                  Year Ended


                                       December 31,     September 30,                June 30,   March 31,    December 31,        December 31,
                                               2024               2024                     2024         2024             2024                 2023



     Offshore Energy Services:



     Europe                               $105,686           $108,263                 $106,701     $107,089         $427,739             $398,059



     Americas                               89,651             92,331                   97,782       88,555          368,319              332,259



     Africa                                 44,827             45,718                   45,210       34,251          170,006              122,638



     Total Offshore Energy Services       $240,164           $246,312                 $249,693     $229,895         $966,064             $852,956



     Government Services                    82,558             85,346                   79,578       82,172          329,654              337,280



     Other Services                         30,804             33,464                   30,478       25,027          119,773              107,193


                                           $353,526           $365,122                 $359,749     $337,094       $1,415,491           $1,297,429



     
                FLIGHT HOURS BY SEGMENT



     (unaudited)




                                                        
     
               Three Months Ended                                  Year Ended


                                           December 31,     September 30,                June 30,   March 31,    December 31,        December 31,
                                                   2024               2024                     2024         2024             2024                 2023



     Offshore Energy Services:



     Europe                                      9,395              9,575                    9,826        9,488           38,284               42,025



     Americas                                   10,505             11,002                   11,028       10,048           42,583               36,677



     Africa                                      4,239              4,430                    4,594        3,683           16,946               13,656



     Total Offshore Energy Services             24,139             25,007                   25,448       23,219           97,813               92,358



     Government Services                         4,242              5,201                    4,875        4,493           18,811               18,661



     Other Services                              3,585              3,569                    3,390        3,138           13,682               11,069


                                                 31,966             33,777                   33,713       30,850          130,306              122,088



     
                BRISTOW GROUP INC.



     
                Full Year Segment Statements of Operations



     (unaudited, in thousands)




                                                                       Offshore          Government   Other         Corporate          Consolidated
                                                               Energy           Services
                                                              Services



     
                Year Ended December 31, 2024



     Revenues                                                         $966,064             $329,654 $119,773 
       $            -            $1,415,491



     Less:



     Personnel                                                         218,811               97,256   24,493                                  340,560



     Repairs and maintenance                                           211,791               48,893   12,600                                  273,284



     Insurance                                                          16,464                7,296    1,147                                   24,907



     Fuel                                                               58,318                9,072   19,556                                   86,946



     Leased-in equipment                                                60,515               37,995    5,030                                  103,540



     Other segment costs                                               144,741               43,392   24,748                                  212,881



     Total operating expenses                                          710,640              243,904   87,574                                1,042,118



     General and administrative expenses                                98,972               36,986    7,082             32,510                175,550



     Depreciation and amortization expense                              28,404               27,694   11,370                819                 68,287



     Total costs and expenses                                          838,016              308,584  106,026             33,329              1,285,955



     Losses on disposal of assets                                            -                                       (1,045)               (1,045)



     Earnings from unconsolidated affiliates                             4,117                                                                4,117



     
                Operating income (loss)                             $132,165              $21,070  $13,747          $(34,374)              $132,608



     
                Non-GAAP:



     Depreciation and amortization expense                              28,404               27,694   11,370                819                 68,287



     PBH amortization                                                   12,230                2,002      669                                   14,901



     Losses on disposal of assets                                            -                                         1,045                  1,045



     
                Adjusted Operating Income (Loss)                    $172,799              $50,766  $25,786          $(32,510)              $216,841




                                                                       Offshore          Government   Other         Corporate          Consolidated
                                                               Energy           Services
                                                              Services



     
                Year Ended December 31, 2023



     Revenues                                                         $852,956             $337,280 $107,193   
       $          -            $1,297,429



     Less:



     Personnel                                                         210,138               90,498   23,045                                  323,681



     Repairs and maintenance                                           191,699               49,859   12,358                                  253,916



     Insurance                                                          14,893                7,898      994                                   23,785



     Fuel                                                               63,823               10,446   17,230                                   91,499



     Leased-in equipment                                                56,971               38,033    4,092                                   99,096



     Other segment costs                                               139,529               41,765   17,132                                  198,426



     Total operating expenses                                          677,053              238,499   74,851                                  990,403



     General and administrative expenses                               104,471               40,070    7,176             30,028                181,745



     Merger and integration costs                                        2,201                                                                2,201



     Depreciation and amortization expense                              30,783               29,101    9,768                954                 70,606



     Total costs and expenses                                          814,508              307,670   91,795             30,982              1,244,955



     Gains on disposal of assets                                             -                                         1,112                  1,112



     Earnings from unconsolidated affiliates                             7,165                                                                7,165



     
                Operating income (loss)                              $45,613              $29,610  $15,398          $(29,870) 
     $ -         $60,751



     
                Non-GAAP:



     Depreciation and amortization expense                              30,783               29,101    9,768                954                 70,606



     PBH amortization                                                   12,377                1,940      663                                   14,980



     Gains on disposal of assets                                             -                                       (1,112)               (1,112)



     
                Adjusted Operating Income (Loss)                     $88,773              $60,651  $25,829          $(30,028)              $145,225



     
                BRISTOW GROUP INC.



     
                CONDENSED CONSOLIDATED BALANCE SHEETS



     (unaudited, in thousands)




                                                                     December 31, December 31,
                                                                             2024          2023



     
                ASSETS



     Current assets:



     Cash and cash equivalents                                          $251,281      $183,662



     Accounts receivable, net                                            211,590       234,620



     Inventories                                                         114,509        99,863



     Prepaid expenses and other current assets                            42,078        45,438



     Total current assets                                                619,458       563,583



     Property and equipment, net                                       1,076,221       927,766



     Investment in unconsolidated affiliates                              22,424        19,890



     Right-of-use assets                                                 264,270       287,939



     Other assets                                                        142,873       138,100



     Total assets                                                     $2,125,246    $1,937,278



     
                LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                    $83,462       $87,885



     Accrued liabilities                                                 223,824       208,657



     Short-term borrowings and current maturities of long-term debt       18,614        13,247



     Total current liabilities                                           325,900       309,789



     Long-term debt, less current maturities                             671,169       534,823



     Deferred taxes                                                       39,019        42,710



     Long-term operating lease liabilities                               188,949       214,957



     Deferred credits and other liabilities                                8,937        11,820



     Total liabilities                                                 1,233,974     1,114,099





     Stockholders' equity:



     Common stock                                                            315           311



     Additional paid-in capital                                          742,072       725,773



     Retained earnings                                                   312,765       217,968



     Treasury stock, at cost                                            (69,776)     (65,722)



     Accumulated other comprehensive loss                               (93,669)     (54,643)



     Total Bristow Group Inc. stockholders' equity                       891,707       823,687



     Noncontrolling interests                                              (435)        (508)



     Total stockholders' equity                                          891,272       823,179



     Total liabilities and stockholders' equity                       $2,125,246    $1,937,278

Non-GAAP Financial Measures

The Company's management uses EBITDA, Adjusted EBITDA and Adjusted Operating Income to assess the performance and operating results of its business. Each of these measures, as well as Free Cash Flow and Adjusted Free Cash Flow, each as detailed below, are non-GAAP measures, have limitations, and are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in the Company's financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (including the notes), included in the Company's filings with the SEC and posted on the Company's website.

EBITDA and Adjusted EBITDA

EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for non-cash gains and losses on the sale of assets, non-cash foreign exchange gains (losses) related to the revaluation of certain balance sheet items, and certain special items that occurred during the reported period, such as the amortization of PBH maintenance agreements that are non-cash within the period, gains on insurance claims, non-cash nonrecurring insurance adjustments and other special items which include professional service fees related to unusual litigation proceedings and other nonrecurring costs related to strategic activities. The professional services fees are primarily attorneys' fees related to a litigation and arbitration matter that the Company is pursuing (where no gain contingency has been recorded or identified) that is unusual in nature and outside of the normal course of the Company's continuing business operations. The other nonrecurring costs related to strategic activities are costs associated with financing transactions and proposed M&A transactions. These special costs are related to various pursuits that are not individually material to the Company and, as such, are aggregated for presentation. The Company views these matters and their related financial impacts on the Company's operating performance as extraordinary and not reflective of the operational performance of the Company's core business activities. In addition, the same costs are not reasonably likely to recur within two years nor have the same charges or gains occurred within the prior two years. The Company includes EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of its operating performance. Management believes that the use of EBITDA and Adjusted EBITDA is meaningful to investors because it provides information with respect to the Company's ability to meet its future debt service, capital expenditures and working capital requirements and the financial performance of the Company's assets without regard to financing methods, capital structure or historical cost basis. Neither EBITDA nor Adjusted EBITDA is a recognized term under GAAP. Accordingly, they should not be used as an indicator of, or an alternative to, net income (loss), the most directly comparable GAAP measure, as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management's discretionary use, as they do not consider certain cash requirements, such as debt service requirements. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies.

The following tables provide a reconciliation of net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (unaudited, in thousands).


                                                       
     
               Three Months Ended                                  Year Ended


                                          December 31,     September 30,                June 30,   March 31,    December 31,        December 31,
                                                  2024               2024                                                 2024                 2023
                                                                                            2024         2024



              Net income (loss)               $31,768            $28,279                  $28,191       $6,632          $94,870             $(6,920)



              Depreciation and                 16,701             17,569                   16,848       17,169           68,287               70,606
    amortization expense



              Interest expense, net             9,064              9,660                    9,385        9,472           37,581               41,417



              Income tax expense             (12,952)             8,392                    9,245        2,508            7,193               24,932
    (benefit)



              EBITDA                          $44,581            $63,900                  $63,669      $35,781         $207,931             $130,035



              (Gains) losses on disposal           82                626                      224          113            1,045              (1,112)
    of assets



              Foreign exchange (gains)         12,581           (10,904)                     749        6,499            8,925               10,701
    losses



              Special items                       596              6,558                    6,639        5,072           18,865               30,880



              Adjusted EBITDA                 $57,840            $60,180                  $71,281      $47,465         $236,766             $170,504




              
                (1)  Special items include the following:

                                       
     
     Three Months Ended                                        Year Ended


                                           December 31,       September 30,  June 30,   March 31,               December 31,     December 31,
                                                   2024                 2024       2024                                    2024              2023
                                                                                             2024



              PBH amortization                  $3,727               $3,723     $3,725       $3,726                     $14,901           $14,980



              Merger and integration                                                                                                   2,201
    costs



              Gain on insurance claim          (4,451)                                                              (4,451)



              Non-cash insurance                                                                                                       3,977
    adjustment



              Other special items                1,320                2,835      2,914        1,346                       8,415             9,722


                                                   $596               $6,558     $6,639       $5,072                     $18,865           $30,880

The Company is unable to provide a reconciliation of projected Adjusted EBITDA (non-GAAP) for 2025 and 2026 included in this release to projected net income (GAAP) for the same periods because components of the calculation are inherently unpredictable. The inability to forecast certain components of the calculation would significantly affect the accuracy of the reconciliation. Additionally, the Company does not provide guidance on the items used to reconcile projected Adjusted EBITDA due to the uncertainty regarding timing and estimates of such items. Therefore, the Company does not present a reconciliation of projected Adjusted EBITDA (non-GAAP) to net income (GAAP) for 2025 or 2026.

Free Cash Flow and Adjusted Free Cash Flow

Free Cash Flow represents the Company's net cash provided by operating activities less maintenance capital expenditures. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude costs paid in relation to certain special items which primarily include (i) professional service fees related to unusual litigation proceedings and (ii) other nonrecurring costs related to strategic activities. The professional services fees are primarily attorneys' fees related to a litigation and arbitration matter that the Company is pursuing (where no gain contingency has been recorded or identified) that is unusual in nature and outside of the normal course of the Company's continuing business operations. The other nonrecurring costs related to strategic activities are costs associated with financing transactions and proposed M&A transactions. These special costs are related to various pursuits that are not individually material to the Company and, as such, are aggregated for presentation. The Company views these matters and their related financial impacts on the Company's operating performance as extraordinary and not reflective of the operational performance of the Company's core business activities. In addition, the same costs are not reasonably likely to recur within two years nor have the same charges or gains occurred within the prior two years. Management believes that Free Cash Flow and Adjusted Free Cash Flow are meaningful to investors because they provide information with respect to the Company's ability to generate cash from the business. Neither Free Cash Flow nor Adjusted Free Cash Flow is a recognized term under GAAP. Accordingly, these measures should not be used as an indicator of, or an alternative to, net cash provided by operating activities, the most directly comparable GAAP measure. Investors should note numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate Free Cash Flow and Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow. As such, they may not be comparable to other similarly titled measures used by other companies. The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (unaudited, in thousands).


                                                      
     
               Three Months Ended                                  Year Ended


                                         December 31,     September 30,                June 30,   March 31,    December 31,        December 31,
                                                 2024               2024                     2024                         2024                 2023
                                                                                                       2024



              Net cash provided by           $51,054            $66,022                  $33,665      $26,679         $177,420              $32,037
    operating activities



              Less: Maintenance capital      (2,739)           (8,041)                 (2,215)     (4,949)        (17,944)            (14,418)
    expenditures



              Free Cash Flow                 $48,315            $57,981                  $31,450      $21,730         $159,476              $17,619



              Plus: Merger and                                                                                                           2,118
    integration costs



              Plus: Other special items      (2,580)             1,539                    1,881          595            1,435                8,037



              Adjusted Free Cash             $45,735            $59,520                  $33,331      $22,325         $160,911              $27,774
    Flow

Adjusted Operating Income by Segment

Adjusted Operating Income (Loss) ("Adjusted Operating Income") is defined as operating income (loss) before depreciation and amortization, PBH amortization and gains or losses on asset dispositions that occurred during the reported period. The Company includes Adjusted Operating Income to provide investors with a supplemental measure of each segment's operating performance. Management believes that the use of Adjusted Operating Income is meaningful to investors because it provides information with respect to each segment's ability to generate cash from its operations. Adjusted Operating Income is not a recognized term under GAAP. Accordingly, this measure should not be used as an indicator of, or an alternative to, operating income (loss), the most directly comparable GAAP measure, as a measure of operating performance. Because the definition of Adjusted Operating Income (or similar measures) may vary among companies and industries, it may not be comparable to other similarly titled measures used by other companies.

The following table provides a reconciliation of operating income (loss), the most directly comparable GAAP measure, to Adjusted Operating Income for each segment and Corporate (unaudited, in thousands).


                                                                                  Year Ended December 31,


                                                                           2024       2023



     
                Offshore Energy Services:



     Operating income                                                 $132,165    $45,613



     Depreciation and amortization expense                              28,404     30,783



     PBH amortization                                                   12,230     12,377



     
                Offshore Energy Services Adjusted Operating Income  $172,799    $88,773





     
                Government Services:



     Operating income                                                  $21,070    $29,610



     Depreciation and amortization expense                              27,694     29,101



     PBH amortization                                                    2,002      1,940



     
                Government Services Adjusted Operating Income        $50,766    $60,651





     
                Other Services:



     Operating income                                                  $13,747    $15,398



     Depreciation and amortization expense                              11,370      9,768



     PBH amortization                                                      669        663



     
                Other Services Adjusted Operating Income             $25,786    $25,829





     
                Total Segments Adjusted Operating Income            $249,351   $175,253





     
                Corporate:



     Operating loss                                                  $(34,374) $(29,870)



     Depreciation and amortization expense                                 819        954



     Losses (gains) on disposal of assets                                1,045    (1,112)



     
                Corporate Adjusted Operating Loss                  $(32,510) $(30,028)





     
                Consolidated Adjusted Operating Income              $216,841   $145,225

The Company is unable to provide a reconciliation of projected Adjusted Operating Income by Segment (non-GAAP) for 2025 and 2026 included in this release to projected operating income (GAAP) for the same periods because components of the calculation are inherently unpredictable. The inability to forecast certain components of the calculation would significantly affect the accuracy of the reconciliation. Additionally, the Company does not provide guidance on the items used to reconcile projected Adjusted Operating Income by Segment due to the uncertainty regarding timing and estimates of such items. Therefore, the Company does not present a reconciliation of projected Adjusted Operating Income by Segment (non-GAAP) to operating income (GAAP) for 2025 or 2026.



     
                BRISTOW GROUP INC.



     
                FLEET COUNT




                                                             Number of Aircraft



     
                Type                               Owned            Leased     Total            Max                 Average
                                                                                           Pass                Age
                                                    Aircraft          Aircraft  Aircraft                    (years)(1)
                                                                                                Capacity



     
                Heavy Helicopters:



     S92                                                 34                 29         63               19                     15



     AW189                                               19                  4         23               16                      8


                                                          53                 33         86



     
                Medium Helicopters:



     AW139                                               48                  4         52               12                     14



     S76 D/C++                                           14                           14               12                     13



     AS365                                                1                            1               12                     35


                                                          63                  4         67



     
                Light-Twin Engine Helicopters:



     AW109                                                3                            3                7                     17



     EC135 / H135                                        10                  1         11                6                     15


                                                          13                  1         14



     
                Light-Single Engine Helicopters:



     AS350                                               12                           12                4                     25



     AW119                                               13                           13                7                     18


                                                          25                           25





     
                Total Helicopters                     154                 38        192                                     14



     Fixed Wing                                           9                  5         14



     UAS                                                  4                            4



     
                Total Fleet                           167                 43        210


     ______________________



     (1)                    Reflects the average age of helicopters that are owned by
                               the Company.

The table below presents the number of aircraft in our fleet and their distribution among the segments in which we operate as of December 31, 2024 and the percentage of revenues that each of our segments provided during the Current Year.


                                       Percentage

                                           of

                                        Revenues


                                                  Helicopters                              Fixed          UAS

                                                                                           Wing


                                          Heavy          Medium      Light         Light         Total
                                                                Twin        Single



     Offshore Energy Services               68 %            57          59             11                      1      128



     Government Services                    23 %            29           5              3             20          4     61



     Other Services                          9 %                        3                            5       13       21



     Total                                 100 %            86          67             14             25       14  4    210



     Aircraft not currently in fleet:



     Under construction(1)                                   8           6              4                             18



     On order(2)                                             2                         5                              7



     Options(3)                                             10                        10                             20


     ______________________



     (1)                      Under construction reflects new aircraft that the Company has either taken ownership of and are undergoing additional
                                 configuration before being placed into service or are currently under construction by the Original Equipment Manufacturer
                                 ("OEM") and pending delivery. Includes eight AW189 heavy helicopters (of which two were delivered and are undergoing additional
                                 configuration), six AW139 medium helicopters (of which four were delivered and undergoing additional configuration) and four
                                 H135 light-twin helicopters.



     (2)                      On order reflects aircraft that the Company has commitments to purchase but construction has not yet begun. Includes two AW189
                                 heavy helicopters and five AW169 light-twin helicopters.



     (3)                    
     Options include 10 AW189 heavy helicopters and 10 H135 light-twin helicopters.

View original content:https://www.prnewswire.com/news-releases/bristow-group-reports-fourth-quarter-2024-results-302386647.html

SOURCE Bristow Group