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0001525221false00015252212024-11-052024-11-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 5, 2024

Bristow Group Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 1-35701 72-1455213
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

3151 Briarpark Drive, Suite 700, Houston, Texas 77042
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code
(713) 267-7600

None
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Title of each class
Trading Symbol(s) Name of each exchange on which registered
Common Stock VTOL NYSE




Item 2.02 Results of Operations and Financial Condition
On November 5, 2024, Bristow Group Inc. (“Bristow Group”) issued a press release setting forth its third quarter 2024 financial results. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure
On November 6, 2024, Bristow Group will make a presentation about its third quarter 2024 earnings as noted in the press release described in Item 2.02 above. A copy of the presentation slides are attached hereto as Exhibit 99.2. Additionally, Bristow Group has posted the presentation on its website at www.bristowgroup.com. The information furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1
99.2
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.


























SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
    Bristow Group Inc.
          
November 5, 2024   By:   /s/ Jennifer D. Whalen
        Name: Jennifer D. Whalen
        Title: Senior Vice President, Chief Financial Officer



























Exhibit Index

   
(d) Exhibits
99.1
99.2
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.


EX-99.1 2 q32024exhibit991.htm EX-99.1 Document

Exhibit 99.1
PRESS RELEASE

BRISTOW GROUP REPORTS THIRD QUARTER 2024 RESULTS
AND RAISES 2024 FULL-YEAR OUTLOOK

Houston, Texas
November 5, 2024
•Total revenues of $365.1 million in Q3 2024 compared to $359.7 million in Q2 2024
•Net income of $28.2 million, or $0.95 per diluted share, in Q3 2024 compared to net income of $28.2 million, or $0.96 per diluted share, in Q2 2024
•EBITDA adjusted to exclude special items, asset dispositions and foreign exchange gains (losses) was $60.2 million in Q3 2024 compared to $71.3 million in Q2 2024(1)
•Increases 2024 Adjusted EBITDA outlook range to $220 - $230 million

FOR IMMEDIATE RELEASE — Bristow Group Inc. (NYSE: VTOL) (“Bristow” or the “Company”) today reported net income attributable to the Company of $28.2 million, or $0.95 per diluted share, for its quarter ended September 30, 2024 (the “Current Quarter”) on operating revenues of $356.4 million compared to net income attributable to the Company of $28.2 million, or $0.96 per diluted share, for the quarter ended June 30, 2024 (the “Preceding Quarter”) on operating revenues of $352.5 million.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $63.9 million in the Current Quarter compared to $63.7 million in the Preceding Quarter. EBITDA adjusted to exclude special items, losses on asset dispositions and foreign exchange gains (losses) was $60.2 million in the Current Quarter compared to $71.3 million in the Preceding Quarter. The following table provides a reconciliation of net income to EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding losses on asset dispositions and foreign exchange gains (losses) (in thousands, unaudited). See “Non-GAAP Financial Measures” for further information on the use of non-GAAP financial measures used herein.
Three Months Ended,
September 30,
2024
June 30,
2024
Net income $ 28,279  $ 28,191 
Depreciation and amortization expense 17,569  16,848 
Interest expense, net 9,660  9,385 
Income tax expense 8,392  9,245 
EBITDA(1)
$ 63,900  $ 63,669 
Special items:
PBH amortization 3,723  3,725 
Other special items(2)
2,835  2,914 
$ 6,558  $ 6,639 
Adjusted EBITDA(1)
$ 70,458  $ 70,308 
Losses on disposal of assets 626  224 
Foreign exchange (gains) losses (10,904) 749 
Adjusted EBITDA excluding asset dispositions and foreign exchange $ 60,180  $ 71,281 
__________________
(1) EBITDA and Adjusted EBITDA are non-GAAP financial measures. See definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures in the Non-GAAP Financial Reconciliation tables.
(2) Other special items include professional services fees that are not related to continuing business operations and other nonrecurring costs.
1


“We are pleased to raise Bristow’s full-year 2024 Adjusted EBITDA guidance range to $220 - $230 million,” said Chris Bradshaw, President and CEO of Bristow Group. “The growth and diversification of the Company’s government services business is progressing, as we execute on the transition process for important, long-term contracts with the Irish Coast Guard and UKSAR2G. Bristow’s offshore energy services business is benefiting from increased activity, and we continue to believe that we are in the midst of a multi-year growth cycle. These positive industry conditions, coupled with a tight supply dynamic, present an attractive opportunity to optimize the contract portfolio for our aircraft fleet.”
Sequential Quarter Results
Operating revenues in the Current Quarter were $3.9 million higher compared to the Preceding Quarter. Operating revenues from offshore energy services were $4.8 million lower primarily due to lower utilization in the Americas and the absence of a one-time benefit in the Preceding Quarter related to the recognition of lease revenues received from Cougar Helicopters Inc. in Canada. Operating revenues from government services were $5.8 million higher in the Current Quarter primarily due to the strengthening of the British Pound Sterling (“GBP”) relative to the U.S. dollar, fewer penalties related to availability and higher utilization. Operating revenues from fixed wing services were $3.6 million higher in the Current Quarter primarily due to higher utilization.
Operating expenses were $16.3 million higher than the Preceding Quarter primarily due to higher operating personnel costs, repairs and maintenance, and other operating costs. Operating personnel costs were $13.0 million higher primarily due to the finalization of a labor agreement in the UK of $6.5 million in the Current Quarter, of which $4.6 million was related to prior periods, seasonal personnel cost variations in Norway of $3.8 million in the Preceding Quarter, one-time benefits related to an adjustment for tax equalization in Suriname and insurance reserve adjustments recognized in the Preceding Quarter of $1.6 million, and an increase in headcount in support of new contracts and higher activity of $1.1 million. Excluding the impact of seasonal and non-recurring items, operating personnel costs would have otherwise been $3.0 million higher in the Current Quarter.
General and administrative expenses were $2.0 million lower than the Preceding Quarter primarily due to lower professional services fees.
Other income, net of $10.6 million in the Current Quarter compared to other expense, net of $0.1 million in the Preceding Quarter was primarily due to foreign exchange gains in the Current Quarter.
Income tax expense was $8.4 million in the Current Quarter compared to $9.2 million in the Preceding Quarter primarily due to the earnings mix of the Company’s global operations and changes to deferred tax valuation allowances and deferred tax assets.
Liquidity and Capital Allocation
As of September 30, 2024, the Company had $200.3 million of unrestricted cash and $59.6 million of remaining availability under its amended asset-based revolving credit facility (the “ABL Facility”) for total liquidity of $259.9 million. Borrowings under the ABL Facility are subject to certain conditions and requirements.
In the Current Quarter, purchases of property and equipment were $57.0 million, of which $8.0 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were $0.1 million. In the Preceding Quarter, purchases of property and equipment were $50.4 million, of which $2.2 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were $4.4 million.
2


Raises 2024 Outlook
Please refer to the paragraph entitled "Forward Looking Statements Disclosure" below for further discussion regarding the risks and uncertainties as well as other important information regarding Bristow’s guidance. The following guidance also contains the non-GAAP financial measure of Adjusted EBITDA. Please read the section entitled “Non-GAAP Financial Measures” for further information.
As a result of the third quarter earnings and a review of the forecast for the remainder of the year, the Company raised its Adjusted EBITDA guidance range from $210 - $230 million to $220 - $230 million for 2024. The Company’s targets for 2025 and 2026 remain unchanged.
Select financial outlook for 2024 and 2025 as well as 2026 targets are as follows (in USD, millions):
2024E
2025E
2026T
Operating revenues:
Offshore energy services $900 - $930 $910 - $1,020 $965 - $1,155
Government services $330 - $340 $405 - $445 $430 - $460
Fixed wing services $120 - $130 $120 - $140 $125 - $150
Other services $5 - $10 $5 - $10 $5 - $10
Total operating revenues $1,355 - $1,410 $1,440 - $1,615 $1,525 - $1,775
Adjusted EBITDA, excluding asset dispositions and foreign exchange $220 - $230 $230 - $260 $275 - $335
Cash interest ~$40 ~$45 ~$45
Cash taxes $20 - $25 $20 - $25 $25 - $30
Maintenance capital expenditures $15 - $20 $15 - $20 $20 - $25
Conference Call
Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Wednesday, November 6, 2024, to review the results for the third quarter ended September 30, 2024. The conference call can be accessed using the following link:
Link to Access Earnings Call: https://www.veracast.com/webcasts/bristow/webcasts/VTOL3Q24.cfm
Replay
A replay will be available through November 27, 2024 by using the link above. A replay will also be available on the Company’s website at www.bristowgroup.com shortly after the call and will be accessible through November 27, 2024. The accompanying investor presentation will be available on November 6, 2024, on Bristow’s website at www.bristowgroup.com.
For additional information concerning Bristow, contact Jennifer Whalen at InvestorRelations@bristowgroup.com, (713) 369-4636 or visit Bristow Group’s website at https://ir.bristowgroup.com/.
About Bristow Group
Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. Bristow primarily provides aviation services to a broad base of offshore energy companies and government entities. The Company’s aviation services include personnel transportation, search and rescue (“SAR”), medevac, fixed wing transportation, unmanned systems, and ad-hoc helicopter services.
Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, India, Ireland, the Kingdom of Saudi Arabia, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the UK and the U.S.
3


Forward-Looking Statements Disclosure
This press release contains “forward-looking statements.” Forward-looking statements represent the Company’s current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or other similar words and, for the avoidance of doubt, include all statements herein regarding the Company’s financial outlook and targets for the periods mentioned and operational outlook. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management’s current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company’s actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements. Forward-looking statements (including the Company’s financial outlook and targets for the periods mentioned and operational outlook) speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof, except as may be required by applicable law.

Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers; our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 fleet; our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition; public health crises, such as pandemics (including COVID-19) and epidemics, and any related government policies and actions; our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility; the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses; the possibility that we may be unable to maintain compliance with covenants in our financing agreements; global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries (OPEC) and other producing countries; fluctuations in the demand for our services; the possibility of significant changes in foreign exchange rates and controls; potential effects of increased competition and the introduction of alternative modes of transportation and solutions; the possibility that portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events); the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere; the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; the existence of operating risks inherent in our business, including the possibility of declining safety performance; labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements; the possibility of changes in tax, environmental and other laws and regulations and policies, including, without limitation, actions of the governments that impact oil and gas operations, favor renewable energy projects or address climate change; any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates; general economic conditions, including interest rates or uncertainty in the capital and credit markets; the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect search and rescue (“SAR”) contract terms or otherwise delay service or the receipt of payments under such contracts; and the effectiveness of our environmental, social and governance initiatives.

If one or more of the foregoing risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. We have included important factors in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 which we believe over time, could cause our actual results, performance or achievements to differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. You should consider all risks and uncertainties disclosed in the Annual Report and in our filings with the United States Securities and Exchange Commission (the “SEC”), all of which are accessible on the SEC’s website at www.sec.gov.
4



BRISTOW GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)

Three Months Ended Favorable/ (Unfavorable)
  September 30,
2024
June 30,
2024
Revenues:
Operating revenues $ 356,426  $ 352,494  $ 3,932 
Reimbursable revenues 8,696  7,255  1,441 
Total revenues 365,122  359,749  5,373 
Costs and expenses:
Operating expenses 262,692  246,421  (16,271)
Reimbursable expenses 8,827  7,212  (1,615)
General and administrative expenses 42,898  44,933  2,035 
Depreciation and amortization expense 17,569  16,848  (721)
Total costs and expenses 331,986  315,414  (16,572)
Losses on disposal of assets (626) (224) (402)
Earnings from unconsolidated affiliates 703  651  52 
Operating income 33,213  44,762  (11,549)
Interest income 2,526  2,142  384 
Interest expense, net (9,660) (9,385) (275)
Other, net 10,592  (83) 10,675 
Total other income (expense), net 3,458  (7,326) 10,784 
Income before income taxes 36,671  37,436  (765)
Income tax expense (8,392) (9,245) 853 
Net income 28,279  28,191  88 
Net income attributable to noncontrolling interests (37) (34) (3)
Net income attributable to Bristow Group Inc. $ 28,242  $ 28,157  $ 85 
Basic earnings per common share $ 0.99  $ 0.99  $ — 
Diluted earnings per common share $ 0.95  $ 0.96  $ (0.01)
Weighted average common shares outstanding, basic 28,620  28,476 
Weighted average common shares outstanding, diluted 29,719  29,462 
EBITDA $ 63,900  $ 63,669  $ 231 
Adjusted EBITDA $ 70,458  $ 70,308  $ 150 
Adjusted EBITDA excluding asset dispositions and foreign exchange $ 60,180  $ 71,281  $ (11,101)
5


BRISTOW GROUP INC.
OPERATING REVENUES BY LINE OF SERVICE
(unaudited, in thousands)
Three Months Ended
September 30,
2024
June 30,
2024
Offshore energy services:
Europe $ 99,858  $ 99,741 
Americas 92,301  97,752 
Africa 41,495  40,998 
Total offshore energy services 233,654  238,491 
Government services 85,229  79,476 
Fixed wing services 35,543  31,987 
Other 2,000  2,540 
$ 356,426  $ 352,494 


FLIGHT HOURS BY LINE OF SERVICE
(unaudited)
Three Months Ended
September 30,
2024
June 30,
2024
Offshore energy services:
Europe 9,575  9,826 
Americas 11,002  11,028 
Africa 4,430  4,594 
Total offshore energy services 25,007  25,448 
Government services 5,201  4,875 
Fixed wing services 3,569  3,390 
33,777  33,713 



6



BRISTOW GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)

September 30,
2024
December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents $ 208,581  $ 183,662 
Accounts receivable, net 233,563  234,620 
Inventories 111,380  99,863 
Prepaid expenses and other current assets 40,843  45,438 
Total current assets 594,367  563,583 
Property and equipment, net 1,048,517  927,766 
Investment in unconsolidated affiliates 20,830  19,890 
Right-of-use assets 279,319  287,939 
Other assets 145,276  138,100 
Total assets $ 2,088,309  $ 1,937,278 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 92,883  $ 87,885 
Accrued liabilities 214,437  208,657 
Short-term borrowings and current maturities of long-term debt 16,860  13,247 
Total current liabilities 324,180  309,789 
Long-term debt, less current maturities 612,206  534,823 
Other liabilities and deferred credits 14,800  11,820 
Deferred taxes 38,012  42,710 
Long-term operating lease liabilities 200,351  214,957 
Total liabilities 1,189,549  1,114,099 
Stockholders’ equity:
Common stock 315  311 
Additional paid-in capital 737,541  725,773 
Retained earnings 280,972  217,968 
Treasury stock, at cost (69,776) (65,722)
Accumulated other comprehensive loss (49,882) (54,643)
Total Bristow Group Inc. stockholders’ equity 899,170  823,687 
Noncontrolling interests (410) (508)
Total stockholders’ equity 898,760  823,179 
Total liabilities and stockholders’ equity $ 2,088,309  $ 1,937,278 

7


Non-GAAP Financial Measures
The Company’s management uses EBITDA and Adjusted EBITDA to assess the performance and operating results of its business. Each of these measures, as well as Free Cash Flow and Adjusted Free Cash Flow, each as detailed below are non-GAAP measures, have limitations, and are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in the Company's financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”) (including the notes), included in the Company's filings with the SEC and posted on the Company's website. EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for certain special items that occurred during the reported period, as noted below. The Company includes EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of its operating performance. Management believes that the use of EBITDA and Adjusted EBITDA is meaningful to investors because it provides information with respect to the Company's ability to meet its future debt service, capital expenditures and working capital requirements and the financial performance of the Company's assets without regard to financing methods, capital structure or historical cost basis. Neither EBITDA nor Adjusted EBITDA is a recognized term under GAAP. Accordingly, they should not be used as an indicator of, or an alternative to, net income as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements, such as debt service requirements. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies.
There are two main ways in which foreign currency fluctuations impact Bristow’s reported financials. The first is primarily non-cash foreign exchange gains (losses) that are reported in the Other Income line on the Income Statement. These are related to the revaluation of balance sheet items, typically do not impact cash flows, and thus are excluded in the Adjusted EBITDA presentation. The second is through impacts to certain revenue and expense items, which impact the Company’s cash flows; these impacts are not excluded in the Adjusted EBITDA presentation. The primary exposure is the GBP/USD exchange rate.
The Company is unable to provide a reconciliation of forecasted Adjusted EBITDA (non-GAAP) for 2024, 2025 and 2026 included in this release to projected net income (GAAP) for the same periods because components of the calculation are inherently unpredictable. The inability to forecast certain components of the calculation would significantly affect the accuracy of the reconciliation. Additionally, the Company does not provide guidance on the items used to reconcile projected Adjusted EBITDA due to the uncertainty regarding timing and estimates of such items. Therefore, the Company does not present a reconciliation of forecasted Adjusted EBITDA (non-GAAP) to net income (GAAP) for 2024, 2025 or 2026.
The following tables provide a reconciliation of net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (in thousands, unaudited).
Three Months Ended
September 30,
2024
June 30,
2024
March 31,
2024
December 31,
2023
LTM
Net income (loss) $ 28,279  $ 28,191  $ 6,632  $ (8,103) $ 54,999 
Depreciation and amortization expense 17,569  16,848  17,169  17,007  68,593 
Interest expense, net 9,660  9,385  9,472  11,274  39,791 
Income tax expense 8,392  9,245  2,508  21,598  41,743 
EBITDA $ 63,900  $ 63,669  $ 35,781  $ 41,776  $ 205,126 
Special items(1)
6,558  6,639  5,072  5,949  24,218 
Adjusted EBITDA $ 70,458  $ 70,308  $ 40,853  $ 47,725  $ 229,344 
Losses on disposal of assets 626  224  113  159  1,122 
Foreign exchange (gains) losses (10,904) 749  6,499  (1,882) (5,538)
Adjusted EBITDA excluding asset dispositions and foreign exchange $ 60,180  $ 71,281  $ 47,465  $ 46,002  $ 224,928 
8



(1) Special items include the following:
Three Months Ended
September 30,
2024
June 30,
2024
March 30,
2024
December 30,
2023
LTM
PBH amortization $ 3,723  $ 3,725  $ 3,726  $ 3,729  $ 14,903 
Merger and integration costs —  —  —  347  347 
Other special items(2)
2,835  2,914  1,346  1,873  8,968 
$ 6,558  $ 6,639  $ 5,072  $ 5,949  $ 24,218 
______________________ 
(2)  Other special items include professional services fees that are not related to continuing business operations and other nonrecurring costs
Reconciliation of Free Cash Flow and Adjusted Free Cash Flow
Free Cash Flow represents the Company’s net cash provided by operating activities less maintenance capital expenditures. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude costs paid in relation to reorganization items, costs associated with recent mergers, acquisitions and ongoing integration efforts, as well as other special items which include nonrecurring professional services fees and other nonrecurring costs or costs that are not related to continuing business operations. Management believes that Free Cash Flow and Adjusted Free Cash Flow are meaningful to investors because they provide information with respect to the Company’s ability to generate cash from the business. The GAAP measure most directly comparable to Free Cash Flow and Adjusted Free Cash Flow is net cash provided by operating activities. Since neither Free Cash Flow nor Adjusted Free Cash Flow is a recognized term under GAAP, they should not be used as an indicator of, or an alternative to, net cash provided by operating activities. Investors should note numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate Free Cash Flow and Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow. As such, they may not be comparable to other similarly titled measures used by other companies.
The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (in thousands, unaudited).
Three Months Ended
September 30,
2024
June 30,
2024
March 30,
2024
December 30,
2023
LTM
Net cash provided by (used in) operating activities $ 66,022  $ 33,665  $ 26,679  $ (9,499) $ 116,867 
Less: Maintenance capital expenditures (8,041) (2,215) (4,949) (4,277) (19,482)
Free Cash Flow $ 57,981  $ 31,450  $ 21,730  $ (13,776) $ 97,385 
Plus: Merger and integration costs —  —  —  347  347 
Plus: Other special items(1)
1,539  1,881  595  3,195  7,210 
Adjusted Free Cash Flow $ 59,520  $ 33,331  $ 22,325  $ (10,234) $ 104,942 
__________________________ 
(1)  Other special items include professional services fees that are not related to continuing business operations and other nonrecurring costs
9


BRISTOW GROUP INC.
FLEET COUNT
(unaudited)
  Number of Aircraft
Type Owned
Aircraft
Leased
Aircraft
Total
Aircraft
Max Pass.
Capacity
Average Age (years)(1)
Heavy Helicopters:
S92 36  29  65  19  15 
AW189 17  21  16 
53  33  86 
Medium Helicopters:
AW139 48  52  12  13 
S76 D/C++ 15  —  15  12  13 
AS365 —  12  35 
64  68 
Light—Twin Engine Helicopters:
AW109 —  17 
EC135 10  15 
13  14 
Light—Single Engine Helicopters:
AS350 15  —  15  26 
AW119 13  —  13  18 
28  —  28 
Total Helicopters 158  38  196  15 
Fixed Wing 13 
Unmanned Aerial Systems (“UAS”) — 
Total Fleet 171  42  213 
______________________
(1)Reflects the average age of helicopters that are owned by the Company.

The chart below presents the number of aircraft in our fleet and their distribution among the regions in which we operate as of September 30, 2024 and the percentage of operating revenue that each of our regions provided during the Current Quarter (unaudited).
  Percentage
of Current
Quarter
Operating
Revenue
  Fixed Wing UAS  
  Heavy Medium Light Twin Light Single Total
Europe 51  % 61  —  —  71 
Americas 28  % 21  53  11  25  —  —  110 
Africa 13  % 11  —  —  19 
Asia Pacific % —  —  —  12  —  13 
Total 100  % 86  68  14  28  13  213 




10
EX-99.2 3 ex992q32024.htm EX-99.2 ex992q32024
Q3 2024 Earnings Presentation November 6, 2024


 
2 Questions & Answer Introduction Redeate (Red) Tilahun Senior Manager, Investor Relations and Financial Reporting Operational Highlights Chris Bradshaw President and CEO Financial Review Jennifer Whalen SVP, Chief Financial Officer Concluding Remarks Chris Bradshaw President and CEO Q3 2024 Earnings Call 01 02 03 04 05


 
3 Cautionary Statement Regarding Forward-Looking Statements This presentation contains “forward-looking statements.” Forward-looking statements represent Bristow Group Inc.’s (the “Company’s”) current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or other similar words and, for the avoidance of doubt, include all statements herein regarding the Company's financial outlook and targets for the periods mentioned and; the Company's operational outlook; the Company’s plans and expectations with respect to government services contracts; and expectations with respect to EBITDA growth and the Company’s capital allocation strategy. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management’s current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company’s actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements. Forward-looking statements (including the Company's financial outlook and targets for the periods mentioned and operational outlook) speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof except as may be required by applicable law. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers; our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 fleet; our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition; public health crises, such as pandemics (including COVID-19) and epidemics, and any related government policies and actions; our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility; the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses; the possibility that we may be unable to maintain compliance with covenants in our financing agreements; global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries (OPEC) and other producing countries; fluctuations in the demand for our services; the possibility of significant changes in foreign exchange rates and controls; potential effects of increased competition and the introduction of alternative modes of transportation and solutions; the possibility that portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events); the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere; the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; the existence of operating risks inherent in our business, including the possibility of declining safety performance; labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements; the possibility of changes in tax, environmental and other laws and regulations and policies, including, without limitation, actions of the governments that impact oil and gas operations, favor renewable energy projects or address climate change; any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates; general economic conditions, including interest rates or uncertainty in the capital and credit markets; the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect search and rescue (“SAR”) contract terms or otherwise delay service or the receipt of payments under such contracts; the effectiveness of our environmental, social and governance initiatives. If one or more of the foregoing risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. We have included important factors in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 which we believe over time, could cause our actual results, performance or achievements to differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. You should consider all risks and uncertainties disclosed in the Annual Report and in our filings with the United States Securities and Exchange Commission (the “SEC”), all of which are accessible on the SEC’s website at www.sec.gov.


 
4 Non-GAAP Financial Measures Reconciliation In addition to financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), this presentation includes certain non-GAAP measures including EBITDA, Adjusted EBITDA, Net Debt, Free Cash Flow and Adjusted Free Cash Flow. Each of these measures, detailed below, 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 GAAP (including the notes), included in the Company’s filings with the SEC and posted on the Company’s website. EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for certain special items that occurred during the reported period and noted in the applicable reconciliation. The Company includes EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of its operating performance. Management believes that the use of EBITDA and Adjusted EBITDA is meaningful to investors because it provides information with respect to the Company’s ability to meet its future debt service, capital expenditures and working capital requirements and the financial performance of the Company’s assets without regard to financing methods, capital structure or historical cost basis. Neither EBITDA nor Adjusted EBITDA is a recognized term under GAAP. Accordingly, they should not be used as an indicator of, or an alternative to, net income as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements, such as debt service requirements. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies. There are two main ways in which foreign currency fluctuations impact the Company’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. This presentation provides a reconciliation of net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (in thousands, unaudited). The Company is unable to provide a reconciliation of forecasted Adjusted EBITDA (non-GAAP) for 2024 and 2025 included in this presentation to projected net income (GAAP) for the same periods because components of the calculation are inherently unpredictable. The inability to forecast certain components of the calculation would significantly affect the accuracy of the reconciliation. Additionally, the Company does not provide guidance on the items used to reconcile projected Adjusted EBITDA due to the uncertainty regarding timing and estimates of such items. Therefore, the Company does not present a reconciliation of forecasted Adjusted EBITDA (non-GAAP) to net income (GAAP) for 2024, 2025 or 2026. Free Cash Flow represents the Company’s net cash provided by operating activities less maintenance capital expenditures. In prior periods, the Company’s Free Cash Flow was calculated as net cash provided by (used in) operating activities plus proceeds from disposition of property and equipment less purchases of property and equipment. Management believes that the change in the Company’s free cash flow calculation, as presented herein, better represents the Company’s cash flow available for discretionary purposes, including growth capital expenditures. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude costs paid in relation to a PBH maintenance agreement buy-in, reorganization items, costs associated with recent mergers, acquisitions and ongoing integration efforts, as well as other special items which include nonrecurring professional services fees and other nonrecurring costs or costs that are not related to continuing business operations. Management believes that Free Cash Flow and Adjusted Free Cash Flow are meaningful to investors because they provide information with respect to the Company’s ability to generate cash from the business. The GAAP measure most directly comparable to Free Cash Flow and Adjusted Free Cash Flow is net cash provided by operating activities. Since neither Free Cash Flow nor Adjusted Free Cash Flow is a recognized term under GAAP, they should not be used as an indicator of, or an alternative to, net cash provided by operating activities. Investors should note numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate Free Cash Flow and Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow. As such, they may not be comparable to other similarly titled measures used by other companies. The Company also presents Net Debt, which is a non-GAAP measure, defined as total principal balance on borrowings less unrestricted cash and cash equivalents. The GAAP measure most directly comparable to Net Debt is total debt. Since Net Debt is not a recognized term under GAAP, it should not be used as an indicator of, or an alternative to, total debt. Management uses Net Debt to determine the Company’s outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. Management believes this metric is useful to investors in determining the Company’s leverage position since the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt. A reconciliation of each of EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding gains or losses on asset dispositions, Free Cash Flow, Adjusted Free Cash Flow, and Net Debt is included elsewhere in this presentation.


 
5 7% Light Twin 13% Single Engine 8% Fixed Wing/ UAS 31% S92 10% AW189 24% AW139 7% Other Heavy/ Medium 29% Americas 52% Europe 7% Asia Pacific 12% Africa 1% Other 67% Offshore Energy Services 8% Fixed Wing Services 24% Government Services213 $1.4 bn $1.4 bn Operating Revenues by Region(2)Aircraft Fleet(1) — 81% Owned Operating Revenues by End Market(3) Leading Global Provider of Innovative and Sustainable Vertical Flight Solutions Presence on 6 Continents Customers in 18 Countries Publicly Traded on NYSE (VTOL) Global Employees 3,410 Total 884 Pilots 898 Mechanics (1) As of 9/30/2024; see slide 14 for further details (2) Reflects LTM operating revenues by region as of 9/30/2024; see slide 18 for reconciliation (3) Reflects LTM operating revenues by end market as of 9/30/2024; see slide 17 for reconciliation


 
6 Q3 2024 Results – Sequential Quarter Comparison Operating revenues were $3.9 million higher than the Preceding Quarter(1) primarily due to higher utilization and favorable foreign exchange rate impacts in government services and fixed wing services, partially offset by lower revenues in offshore energy services (“OES”) due to lower utilization in the Americas and the absence of a one-time benefit in the Preceding Quarter related to a change in accounting treatment for lease revenues received from Cougar General and administrative expenses were $2.0 million lower primarily due to lower professional services fees $352 $356 $0 $100 $200 $300 $400 Q2 2024 Q3 2024 $ in m ill io ns Operating Revenues Adjusted EBITDA, excl. Asset Sales & Foreign Exchange $71 $60 $0 $20 $40 $60 $80 Q2 2024 Q3 2024 $ in m ill io ns Adjusted EBITDA, excl. asset sales and foreign exchange(2), decreased by $11.1 million Operating expenses were $16.3 million higher in the Current Quarter primarily due to higher operating personnel costs, repairs and maintenance, and other operating costs. Higher operating personnel costs were impacted by $10 million of seasonal and non-recurring items (1) “Current Quarter” refers to the three months ended September 30, 2024, and “Preceding Quarter” refers to the three months ended June 30, 2024 (2) Adjusted EBITDA excludes special items. See slide 15 for a description of special items and reconciliation to net income Other income, inclusive of foreign exchange gains, was $10.9 million in the Current Quarter compared to other expense of $0.1 million in the Preceding Quarter


 
7 Increases 2024 Outlook (1) 2024E and 2025E: Estimates. 2026T: Target (2) The outlook projections provided for 2024, 2025 and 2026 are based on the Company’s current estimates, using information available at this point in time, and are not a guarantee of future performance. Please refer to Cautionary Statement Regarding Forward-Looking Statements on slide 3, which discusses risks that could cause actual results to differ materially. RAISED UNCHANGED Operating revenues (in USD, millions) 2024E(1) 2025E(1) Offshore energy services $900 - $930 $910 - $1,020 Government services $330 - $340 $405 - $445 Fixed wing services $120 - $130 $120 - $140 Other services $5 - $10 $5 - $10 Total operating revenues $1,355 - $1,410 $1,440 - $1,615 Adjusted EBITDA, excluding asset dispositions and foreign exchange $220 - $230 $230 - $260 Cash interest ~$40 ~$45 Cash taxes $20 - $25 $20 - $25 Maintenance capital expenditures $15 - $20 $15 - $20 UNCHANGED 2026T(1)(2) $965 - $1,155 $430 - $460 $125 - $150 $5 - $10 $1,525 - $1,775 $275 - $335 ~$45 $25 - $30 $20 - $25


 
8 Africa OES Increased utilization and rates. Upside expected to endure, absent additional supply chain headwinds UK OES Higher ad hoc activity on attractive rates Americas OES H1 2024 benefited from short-term projects on attractive rates and timing of expenses. Expected to reduce through H2 2024 Government Services Benefiting from stronger British Pound Sterling and higher utilization but impacted by penalties due to availability, primarily related to supply chain challenges, which are expected to persist 2024E Increased Outlook Drivers Note: The components in the chart above are illustrative. Initial and revised 2024 outlook amounts reflect the mid-point of outlook ranges Fixed Wing Higher yields in scheduled passenger transport and a short-term increase in charter activity $225 $205 (Adjusted EBITDA, $mm)


 
9 Full Year Impacts of new contracts commenced in prior year Attractive Leading-Edge Rates New and renewing contracts expected to be at more favorable rates compared to expiring contracts and continuing to reset well into 2026 Investment in Fleet Added capacity from new aircraft deliveries will be deployed on contracts with attractive terms and better pricing Additional Activity/Utilization Accelerating offshore energy growth is expected across the markets we operate in Investments and Accelerating Upcycle Driving Long-Term Growth 2023A Run Rate Impacts Government Services OES Utilization OES Rates 2026T Note: The components in the chart above are illustrative. Target amount for 2026T represents the mid-point of the range. $171 $305 (Adjusted EBITDA, $mm)


 
10 “Market has flipped quickly from substantial excess capacity in early 2022 to near full utilisation at the end of 2023.” “Overall size of the fleet has gradually reduced as a function of part-outs and movement of aircraft to other markets.” “Rapid turn-around in spare capacity: In a year and a half the number of uncontracted S-92s has fallen from 34 to just 7. Effective utilisation has moved from 83% to 96% on the S-92 and super-medium types are at full utilisation” Steve Robertson, Managing Director LCI Analytics Effective Utilization of Heavy and Medium Offshore Helicopters Further Tightening of Asset Market in Offshore Helicopters Source: LCI Analytics, October 2024 Offshore Market Update 281 34 34 156 51 5 9 38 36 0 0 7 89% 100% 100% 96% Active Helicopters Inactive Helicopters (Total) Inactive Helicopters (Known Stored / Uncontracted) Effective Utilisation S-92 AW189 H175 AW139


 
11 An Effective Transition Plan Investing capital to ensure a successful transition of operations to the new £1.6 billion UKSAR2G contract Significant Addition to Bristow’s Government Services Offering The newly awarded 10-year, approximately €670 million contract will provide for day and night-time operations of four helicopter bases Advancing Government SAR Note: Illustrative payment schedule as of September 30, 2024. Amounts reflected in each period are based on original payment schedules and actual timing of payments at the end of each period may vary without impacting total investment amounts 2nd Generation UK SAR Contract (UKSAR2G) Irish Coast Guard Contract (IRCG) New contract transitions beginning in late 2024 through late 2026 Estimated capital investment range of $155-$165 million for six new AW139 aircraft and modifications to existing aircraft New contract combines existing rotary and fixed wing services into fully integrated, innovative solution led by Bristow New contract transition beginning in late 2024 through mid-2025. Contract term of 10 years + up to 3-year extension option Estimated capital investment range of $135-$145 million for five new AW189 aircraft and modifications to an existing aircraft In addition to the helicopter service, the new Coast Guard aviation service will, for the first time, also include a fixed wing aircraft element. Provides for the day and night-time operation of four helicopter bases Plans to fund the investment with cash on hand, operating cash flows, debt financing and potential aircraft leasing CY22-2023 CY2024 CY2025 Total Investment (UKSAR2G) $51mm $97mm $10mm $158mm Investment (IRCG) $35mm $99mm $8mm $142mm Total Investment $86mm $196mm $18mm $300mm Amounts Invested to Date $178mm (59%) Completed


 
12 Strong Balance Sheet and Liquidity Position Actual Amount Rate Maturity (USD $mm, as of 9/30/2024) Cash $209 ABL Facility ($85mm)(3) — SOFR+200 bps May-27 Senior Secured Notes 400 6.875% Mar-28 UKSAR Debt 194 SONIA+275 bps Mar-36 IRCG Debt 51 EURIBOR+195 bps Jun-31 Total Debt(2) $645 Less: Unrestricted Cash $(200) Net Debt $445 Illustrative Annual Debt Maturity Profile(4)(5) (1) Balances reflected as of 9/30/2024 (2) Reflects principal balance of total debt (3) As of 9/30/2024, the ABL facility had $8.7 million in letters of credit drawn against it and availability of $59.6 million (4) The illustrative UKSAR Debt balance shown assumes a GBP/USD exchange rate of 1.34; assumes full utilization of £55 million facility announced in January 2024 (5) The IRCG Debt assumes a EUR/USD rate of 1.12, €99 million of the €100 million facility is drawn and that Bristow exercises the full two-year availability period followed by a five-year term. No principal payments are required during the availability period $17 $20 $20 $20 $20 $20 $20 $20 $20 $20 $20 $20 $5 $11 $11 $11 $11 $11 $55 $400 0 100 200 300 400 500 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 UKSAR Debt IRCG Debt ABL Facility Commitment Senior Secured Notes Unfunded capital commitments of $289.3 million, consisting primarily of aircraft purchases(1) Funded approximately £26 million of previously announced £55 million upsizing of UKSAR Debt $200.3 million of unrestricted cash and total liquidity of $259.9 million(1) Funded approximately €46 million of previously announced €100 million IRCG Debt


 
13 Appendix Fleet Overview1 2 Reconciliation of Adjusted EBITDA 3 Adjusted Free Cash Flow Reconciliation 4 Operating Revenues and Flight Hours by Line of Service 5 LTM Operating Revenues by Region


 
14 Fleet Overview NUMBER OF AIRCRAFT(1) TYPE OWNED AIRCRAFT LEASED AIRCRAFT TOTAL AIRCRAFT AVERAGE AGE (YEARS)(2) Heavy Helicopters: S92 36 29 65 15 AW189 17 4 21 8 53 33 86 Medium Helicopters: AW139 48 4 52 13 S76 D/C++ 15 — 15 13 AS365 1 — 1 35 64 4 68 Light—Twin Engine Helicopters: AW109 4 — 4 17 EC135 9 1 10 15 13 1 14 Light—Single Engine Helicopters: AS350 15 — 15 26 AW119 13 — 13 18 28 — 28 Total Helicopters 158 38 196 15 Fixed wing 9 4 13 Unmanned Aerial Systems (“UAS”) 4 — 4 Total Fleet 171 42 213 HEAVY MEDIUM LIGHT TWIN TOTAL Under construction(3) 8 6 5 19 On order(4) 4 — 5 9 Options(5) 10 — 10 20 1. As of 9/30/2024. Does not include certain aircraft shown in the “under construction” line in the fleet table. Upon completion of additional configuration, the newly delivered aircraft will appear in the fleet table above when put into service. 2. Reflects the average age of helicopters that are owned by the Company. 3. Under construction reflects new aircraft that the Company has either taken ownership of and are undergoing additional configuration before being put 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 three were delivered and are undergoing additional configuration) and five H135 light-twin helicopters. 4. On order reflects aircraft that the Company has commitments to purchase but construction has not yet begun. Includes four AW189 heavy helicopters and five AW169 light-twin helicopters. 5. Options include ten AW189 heavy helicopters and ten H135 light-twin helicopters.


 
15 Reconciliation of Adjusted EBITDA (2) Other special items include professional services fees that are not related to ongoing business operations and other nonrecurring costs Three Months Ended ($000s) September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 LTM Net income (loss) $ 28,279 $ 28,191 $ 6,632 $ (8,103) $ 54,999 Depreciation and amortization expense 17,569 16,848 17,169 17,007 68,593 Interest expense, net 9,660 9,385 9,472 11,274 39,791 Income tax expense 8,392 9,245 2,508 21,598 41,743 EBITDA $ 63,900 $ 63,669 $ 35,781 $ 41,776 $ 205,126 Special items (1) 6,558 6,639 5,072 5,949 24,218 Adjusted EBITDA $ 70,458 $ 70,308 $ 40,853 $ 47,725 $ 229,344 Losses on disposal of assets 626 224 113 159 1,122 Foreign exchange (gains) losses (10,904) 749 6,499 (1,882) (5,538) Adjusted EBITDA excluding asset dispositions and foreign exchange $ 60,180 $ 71,281 $ 47,465 $ 46,002 $ 224,928 Three Months Ended (1) Special items include the following: September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 LTM PBH amortization $ 3,723 $ 3,725 $ 3,726 $ 3,729 $ 14,903 Merger and integration costs — — — 347 347 Other special items(2) 2,835 2,914 1,346 1,873 8,968 $ 6,558 $ 6,639 $ 5,072 $ 5,949 $ 24,218


 
16 Adjusted Free Cash Flow Reconciliation (1) Other special items include professional services fees that are not related to ongoing business operations and other nonrecurring costs Three Months Ended ($000s) September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 LTM Net cash provided by (used in) operating activities $ 66,022 $ 33,665 $ 26,679 $ (9,499) $ 116,867 Less: Maintenance capital expenditures (8,041) (2,215) (4,949) (4,277) (19,482) Free Cash Flow $ 57,981 $ 31,450 $ 21,730 $ (13,776) $ 97,385 Plus: Merger and integration costs — — — 347 347 Plus: Other special items(1) 1,539 1,881 595 3,195 7,210 Adjusted Free Cash Flow $ 59,520 $ 33,331 $ 22,325 $ (10,234) $ 104,942


 
17 Operating Revenues and Flight Hours by Line of Service Three Months Ended September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 LTM Operating revenues ($000s) Offshore energy services: Europe $ 99,858 $ 99,741 $ 99,530 $ 99,066 $ 398,195 Americas 92,301 97,752 88,515 89,200 367,768 Africa 41,495 40,998 32,653 31,695 146,841 Total offshore energy services 233,654 238,491 220,698 219,961 912,804 Government services 85,229 79,476 82,108 81,714 328,527 Fixed wing services 35,543 31,987 23,708 25,697 116,935 Other services 2,000 2,540 2,842 2,221 9,603 $ 356,426 $ 352,494 $ 329,356 $ 329,593 $ 1,367,869 Three Months Ended September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 Flight hours by line of service Offshore energy services: Europe 9,575 9,826 9,488 10,412 Americas 11,002 11,028 10,048 10,105 Africa 4,430 4,594 3,683 3,938 Total offshore energy services 25,007 25,448 23.219 24.455 Government services 5,201 4,875 4,493 4,477 Fixed wing services 3,569 3,390 3,138 2,889 33,777 33,713 30,850 31,821


 
18 LTM Operating Revenues by Region Three Months Ended (in millions) September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 LTM Revenues Europe $ 182.8 $ 177.4 $ 178.9 $ 177.3 $ 716.4 Americas 100.1 105.5 96.9 97.4 399.9 Africa 45.6 45.2 34.2 34.2 159.2 Asia Pacific 27.9 24.3 19.4 20.7 92.3 Total $ 356.4 $ 352.4 $ 329.4 $ 329.6 $ 1,367.8