Bristow Group Reports First Quarter 2026 Results

PR Newswire

HOUSTON, May 5, 2026

HOUSTON, May 5, 2026 /PRNewswire/ -- 

(PRNewsfoto/Bristow Group)

First Quarter Highlights

Bristow Group Inc. (NYSE: VTOL) ("Bristow" or the "Company") today reported net income attributable to the Company of $13.1 million, or $0.44 per diluted share, for the quarter ended March 31, 2026 (the "Current Quarter") on total revenues of $388.7 million compared to net income attributable to the Company of $18.4 million, or $0.61 per diluted share, for the quarter ended December 31, 2025 (the "Preceding Quarter") on total revenues of $377.3 million.

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


Three Months Ended


March 31,
2026


December 31,
2025

Total revenues

$       388,705


$       377,264

Operating income

34,675


32,083

Net income attributable to Bristow Group Inc.

13,106


18,423

Basic earnings per common share

0.45


0.63

Diluted earnings per common share

0.44


0.61

Net cash provided by (used in) operating activities

(8,250)


76,913





Non-GAAP(1):




Adjusted Operating Income

$         52,853


$        54,803

EBITDA

54,777


50,511

Adjusted EBITDA

59,275


60,128

Free Cash Flow

(12,609)


70,869

Adjusted Free Cash Flow

(11,766)


71,752

__________________

(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.

"Bristow's first quarter results place us on track for what is expected to be a transformational year for the Company in 2026," said Chris Bradshaw, President and CEO of Bristow Group. "Bristow is favorably positioned to benefit from three global megatrends, namely: increased defense spending; the importance of energy security; and the electrification of transportation. In the context of a complicated geopolitical landscape and expectations for structurally higher defense spending, we believe there will be compelling organic and inorganic growth opportunities for a specialized aviation services provider with Bristow's track record, operational expertise, and financial flexibility. Recent geopolitical events have also placed an enduring emphasis on where hydrocarbon supplies are located, and the established offshore energy basins that Bristow services represent some of the most attractive and secure sources of supply. In addition, Bristow has created significant option value, with minimal capital commitment to date, as an early leader in what is expected to be a large and rapidly growing addressable market for new generation electric and hybrid-electric aircraft."

Sequential Quarter Results

Offshore Energy Services


Three Months Ended




($ in thousands)

March 31,
2026


December 31,
2025


Favorable
(Unfavorable)

Revenues

$   254,333


$   247,454


$      6,879

2.8 %

Operating income

35,720


42,193


(6,473)

(15.3) %

Adjusted Operating Income

50,156


50,838


(682)

(1.3) %

Operating income margin

14 %


17 %




Adjusted Operating Income margin

20 %


21 %




Revenues from Offshore Energy Services were $6.9 million higher in the Current Quarter. Revenues in the Americas were $5.6 million higher primarily due to increased rates and higher utilization in the U.S. and Trinidad. Revenues in Africa were $4.0 million higher primarily due to higher utilization and other revenues driven by activity. Revenues in Europe were $2.8 million lower primarily due to lower utilization and reimbursable revenues in the UK, partially offset by favorable foreign exchange impacts.

Operating income from Offshore Energy Services was $6.5 million lower in the Current Quarter primarily due to higher depreciation and amortization expense of $6.0 million, higher operating expenses of $5.6 million and lower earnings from unconsolidated affiliates of $1.8 million, partially offset by the higher revenues.

The higher depreciation and amortization expense was due to accelerated depreciation on S76D medium helicopters resulting from a revision to their estimated useful lives. Repairs and maintenance costs were $10.6 million higher primarily due to lower vendor credits. Leased‑in equipment costs were $0.8 million higher primarily due to additional aircraft leases. Personnel costs were $3.1 million lower primarily due to lower severance costs in Africa and lower benefits costs and decreased headcount in the U.S. Other operating costs were $2.9 million lower primarily due to lower reimbursable expenses and subcontractor costs, partially offset by higher training costs. Earnings from unconsolidated affiliates were $1.8 million lower in the Current Quarter primarily due to dividends received in the Preceding Quarter.

Government Services


Three Months Ended




($ in thousands)

March 31,
2026


December 31,
2025


Favorable
(Unfavorable)

Revenues

$   107,870


$   100,097


$      7,773

7.8 %

Operating income (loss)

943


(1,607)


2,550

nm

Adjusted Operating Income

9,510


7,646


1,864

24.4 %

Operating income (loss) margin

1 %


(2) %




Adjusted Operating Income margin  

9 %


8 %




__________________

nm = Not Meaningful

Revenues from Government Services were $7.8 million higher in the Current Quarter primarily due to the transition of the Irish Coast Guard ("IRCG") contract, including the full quarter impact of the Sligo base that commenced operations in the Preceding Quarter and the commencement of operations at the final base in Waterford in the Current Quarter. Operating income was $0.9 million in the Current Quarter compared to an operating loss of $1.6 million in the Preceding Quarter primarily due to the higher revenues, partially offset by higher operating expenses of $4.8 million and higher general and administrative expenses of $0.5 million. The increase in operating expenses was due to higher repairs and maintenance costs of $2.3 million primarily related to the timing of repairs, higher personnel costs of $1.6 million due to increased operating personnel headcount in Ireland and higher leased-in equipment costs of $0.5 million related to ongoing transition activities on the second-generation UK search and rescue ("UKSAR2G") contract. The increase in general and administrative expenses was primarily due to higher professional services fees.

Other Services


Three Months Ended




($ in thousands)

March 31,
2026


December 31,
2025


Favorable
(Unfavorable)

Revenues

$     26,502


$     29,713


$     (3,211)

(10.8) %

Operating income (loss)

(1,345)


1,530


(2,875)

nm

Adjusted Operating Income

1,089


4,032


(2,943)

(73.0) %

Operating income (loss) margin

(5) %


5 %




Adjusted Operating Income margin  

4 %


14 %




Revenues from Other Services were $3.2 million lower in the Current Quarter primarily due to lower seasonal utilization in Australia, partially offset by favorable foreign exchange rate impacts. Operating loss was $1.3 million in the Current Quarter compared to operating income of $1.5 million in the Preceding Quarter, primarily due to the lower seasonal revenues, partially offset by lower operating expenses of $0.4 million related to lower activity.

Corporate


Three Months Ended




($ in thousands)

March 31,
2026


December 31,
2025


Favorable
(Unfavorable)

Corporate:







Total expenses

$         8,282


$         7,922


$       (360)

(4.5) %

Gains (losses) on disposal of assets

7,639


(2,111)


9,750

nm

Operating loss

(643)


(10,033)


9,390

93.6 %








Consolidated:







Interest income

$         3,918


$         2,935


$         983

33.5 %

Interest expense, net

(13,816)


(10,432)


(3,384)

(32.4) %

Loss on extinguishment of debt

(2,849)



(2,849)

nm

Other, net

(5,353)


(2,884)


(2,469)

(85.6) %

Income tax expense

(3,510)


(3,026)


(484)

(16.0) %

Operating loss was $0.6 million in the Current Quarter compared to an operating loss of $10.0 million in the Preceding Quarter, primarily due to net gains on asset dispositions of $7.6 million in the Current Quarter compared to net losses of $2.1 million in the Preceding Quarter. During the Current Quarter, the Company sold two heavy helicopters and various other assets. During the Preceding Quarter, the Company sold or otherwise disposed of a heavy helicopter and various other assets.

Interest income was $1.0 million higher in the Current Quarter primarily due to income earned from U.S. Treasury bill investments on escrowed funds used in the satisfaction and discharge of the 6.875% Senior Secured Notes.

Interest expense was $3.4 million higher primarily due to higher debt balances and concurrent interest expense incurred during the refinancing of the Company's 6.875% Senior Notes.

Loss on extinguishment of debt was $2.8 million due to the write off of unamortized deferred financing fees associated with the redemption of the 6.875% Senior Notes.

Other expense, net of $5.4 million in the Current Quarter was primarily due to foreign exchange losses. Other expense, net of $2.9 million in the Preceding Quarter primarily resulted from pension-related costs of $4.9 million and foreign exchange losses of $3.1 million, partially offset by gains on insurance recoveries of $5.0 million.

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

Select financial outlook for 2026 is as follows (in USD, millions):





2026E

Revenues:





Offshore Energy Services




$1,010 - $1,080

Government Services




$440 - $460

Other Services




$130 - $150

Total Revenues




$1,580 - $1,690






Adjusted Operating Income:





Offshore Energy Services




$225 - $235

Government Services




$70 - $80

Other Services




$20 - $25

Corporate




($35 - $30)





$280 - $310






Adjusted EBITDA




$295 - $325






Cash interest




~$40

Cash taxes




$25 - $30

Maintenance capital expenditures




$20 - $25

Capital Allocation and Liquidity

In the Current Quarter, purchases of property and equipment were $41.3 million, of which $4.4 million were maintenance capital expenditures, and cash proceeds from the sale of assets were $24.9 million. In the Preceding Quarter, purchases of property and equipment were $29.1 million, of which $6.0 million were maintenance capital expenditures, and cash proceeds from the sale of assets were $2.0 million.

As of March 31, 2026, the Company had $342.1 million of unrestricted cash and $51.5 million of remaining availability under its asset-based revolving credit facility (the "ABL Facility") for total liquidity of $393.6 million. Borrowings under the ABL Facility are subject to satisfaction of certain terms and conditions.

Net cash used in operating activities was $8.3 million in the Current Quarter compared to net cash provided by operating activities of $76.9 million in the Preceding Quarter. The negative variance is primarily due to changes in working capital, namely an increase in accounts receivable. This is primarily attributable to timing, as the Company does not have a material amount of aged receivables.

During the Current Quarter, Bristow declared a dividend of $0.125 per share of common stock and paid $3.7 million in cash dividends.

On April 30, 2026, Bristow declared a dividend of $0.125 per share of common stock, payable on May 29, 2026, to shareholders of record at the close of business on May 15, 2026.

Conference Call

The Company's management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Wednesday, May 6, 2026, to review results for the first quarter ended March 31, 2026. The conference call can be accessed using the following link:

Link to Access Earnings Call: https://bristowgroup-1q2026.open-exchange.net

A replay will be available through May 27, 2026 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 May 27, 2026. The accompanying investor presentation will be available on May 5, 2026, 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. We primarily provide 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 offshore 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 in Australia and dry-leasing aircraft to third-party operators in support of other industries and geographic markets.

Our core business of providing aviation services to leading global energy companies and government entities provides us with geographic and customer diversity that helps mitigate risks associated with a single market or customer. We currently have customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad and Tobago, 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 (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 our 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, inflation and increased fuel prices and our ability or inability 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 and AW189 fleet and aircraft in general; 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 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, and geopolitical risks; 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, including the ongoing conflict in Iran, which could result in operational interruptions and supply impacts, including fuel shortages and price increases; 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; disruptions in global trade, including as a result of tariffs, trade restrictions, retaliatory trade measures or the effect of such actions on trading relationships between the United States ("U.S.") and other countries; the potential effects of any future U.S. government shutdown on our Government Services business; 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 hereof. 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 and Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Part II, Item 1A, "Risk Factors" of the Company's subsequent Quarterly Reports on Form 10-Q. 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





March 31,
2026


December 31,
2025


Favorable/
(Unfavorable)

Total revenues

$       388,705


$       377,264


$             11,441

Costs and expenses:






Operating expenses






Personnel

103,569


104,378


809

Repairs and maintenance

68,569


55,291


(13,278)

Insurance

6,597


6,139


(458)

Fuel

20,146


20,765


619

Leased-in equipment

28,549


27,329


(1,220)

Other

66,107


69,648


3,541

Total operating expenses

293,537


283,550


(9,987)

General and administrative expenses

44,252


43,441


(811)

Depreciation and amortization expense

24,386


18,377


(6,009)

Total costs and expenses

362,175


345,368


(16,807)

Gains (losses) on disposal of assets

7,639


(2,111)


9,750

Earnings from unconsolidated affiliates

506


2,298


(1,792)

Operating income

34,675


32,083


2,592

Interest income

3,918


2,935


983

Interest expense, net

(13,816)


(10,432)


(3,384)

Loss on extinguishment of debt

(2,849)



(2,849)

Other, net

(5,353)


(2,884)


(2,469)

Total other income (expense), net

(18,100)


(10,381)


(7,719)

Income before income taxes

16,575


21,702


(5,127)

Income tax expense

(3,510)


(3,026)


(484)

Net income

13,065


18,676


(5,611)

Net loss (income) attributable to noncontrolling interests

41


(253)


294

Net income attributable to Bristow Group Inc.

$       13,106


$       18,423


$             (5,317)







Basic earnings per common share

$           0.45


$           0.63



Diluted earnings per common share

$           0.44


$           0.61









Weighted average common shares outstanding, basic

29,254


29,093



Weighted average common shares outstanding, diluted

30,062


29,963









Adjusted Operating Income

$        52,853


$        54,803


$              (1,950)

EBITDA

$        54,777


$        50,511


$               4,266

Adjusted EBITDA

$        59,275


$        60,128


$                 (853)





BRISTOW GROUP INC.

REVENUES BY SEGMENT

(unaudited, in thousands)



Three Months Ended


Favorable
(Unfavorable)


March 31,
2026


December 31,
2025


Offshore Energy Services:







Europe

$        98,651


$      101,412


$  (2,761)

(2.7) %

Americas

105,399


99,757


5,642

5.7 %

Africa

50,283


46,285


3,998

8.6 %

  Total Offshore Energy Services

$       254,333


$      247,454


$   6,879

2.8 %

Government Services

107,870


100,097


7,773

7.8 %

Other Services

26,502


29,713


(3,211)

(10.8) %


$       388,705


$      377,264


$  11,441

3.0 %



FLIGHT HOURS BY SEGMENT

(unaudited)



Three Months Ended


Favorable
(Unfavorable)


March 31,
2026


December 31,
2025


Offshore Energy Services:







Europe

8,217


8,543


(326)

(3.8) %

Americas

10,470


10,506


(36)

(0.3) %

Africa

5,545


5,185


360

6.9 %

  Total Offshore Energy Services

24,232


24,234


(2)

— %

Government Services

4,051


4,186


(135)

(3.2) %

Other Services

3,337


3,622


(285)

(7.9) %


31,620


32,042


(422)

(1.3) %

   

BRISTOW GROUP INC.

First Quarter Segment Statements of Operations

(unaudited, in thousands)



Offshore
Energy
Services


Government
Services


Other
Services


Corporate


Consolidated

Three Months Ended March 31, 2026










Revenues

$     254,333


$     107,870


$      26,502


$           —


$     388,705

Less:










Personnel

63,360


32,626


7,583



103,569

Repairs and maintenance

50,581


14,572


3,416



68,569

Insurance

3,968


2,316


313



6,597

Fuel

12,974


2,817


4,355



20,146

Leased-in equipment

16,641


10,100


1,808



28,549

Other segment costs

34,980


25,097


5,993



66,070

Total operating expenses

182,504


87,528


23,468



293,500

General and administrative expenses

23,484


10,922


1,981


7,902


44,289

Depreciation and amortization expense

13,131


8,477


2,398


380


24,386

Total costs and expenses

219,119


106,927


27,847


8,282


362,175

Gains on disposal of assets




7,639


7,639

Earnings from unconsolidated affiliates

506





506

Operating income (loss)

$      35,720


$          943


$      (1,345)


$       (643)


$       34,675

Non-GAAP(1):










Depreciation and amortization expense

13,131


8,477


2,398


380


24,386

PBH amortization

1,305


90


36



1,431

Gains on disposal of assets




(7,639)


(7,639)

  Adjusted Operating Income (Loss)

$      50,156


$        9,510


$        1,089


$     (7,902)


$       52,853




Offshore
Energy
Services


Government
Services


Other
Services


Corporate


Consolidated

Three Months Ended December 31, 2025










Revenues

$     247,454


$     100,097


$      29,713


$           —


$     377,264

Less:










Personnel

66,467


31,061


6,850



104,378

Repairs and maintenance

39,989


12,312


2,990



55,291

Insurance

3,680


2,150


309



6,139

Fuel

13,069


2,618


5,078



20,765

Leased-in equipment

15,885


9,574


1,870



27,329

Other segment costs

37,830


25,002


6,816



69,648

Total operating expenses

176,920


82,717


23,913



283,550

General and administrative expenses

23,536


10,388


1,804


7,713


43,441

Depreciation and amortization expense

7,103


8,599


2,466


209


18,377

Total costs and expenses

207,559


101,704


28,183


7,922


345,368

Losses on disposal of assets




(2,111)


(2,111)

Earnings from unconsolidated affiliates

2,298





2,298

Operating income (loss)

$      42,193


$      (1,607)


$        1,530


$    (10,033)


$       32,083

Non-GAAP(1):










Depreciation and amortization expense

7,103


8,599


2,466


209


18,377

PBH amortization

1,542


654


36



2,232

Losses on disposal of assets




2,111


2,111

  Adjusted Operating Income (Loss)

$      50,838


$        7,646


$        4,032


$     (7,713)


$       54,803

__________________

(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.

 

BRISTOW GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)



March 31,
2026


December 31,
2025

ASSETS




Current assets:




Cash and cash equivalents

$       344,525


$       293,631

Accounts receivable, net

261,463


217,102

Inventories

132,768


132,727

Prepaid expenses and other current assets

52,825


50,828

Total current assets

791,581


694,288

Property and equipment, net

1,147,582


1,152,668

Investment in unconsolidated affiliates

24,358


23,852

Right-of-use assets

245,478


241,666

Other assets

196,285


198,787

Total assets

$     2,405,284


$     2,311,261





LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities:




Accounts payable

$         80,342


$         86,286

Accrued wages, benefits and related taxes

61,777


68,654

Income taxes payable and other accrued taxes

28,411


22,759

Deferred revenue

27,689


22,440

Accrued maintenance and repairs

39,409


28,793

Current portion of operating lease liabilities

74,488


77,038

Accrued interest and other accrued liabilities

27,921


31,317

Current maturities of long-term debt

27,404


27,943

Total current liabilities

367,441


365,230

Long-term debt, less current maturities

727,406


643,511

Other liabilities and deferred credits

33,749


31,782

Deferred taxes

47,110


46,571

Long-term operating lease liabilities

170,711


164,544

Total liabilities

1,346,417


1,251,638





Stockholders' equity:




Common stock

332


325

Additional paid-in capital

766,987


762,520

Retained earnings

451,024


441,739

Treasury stock, at cost

(98,157)


(87,129)

Accumulated other comprehensive loss

(61,196)


(57,750)

Total Bristow Group Inc. stockholders' equity

1,058,990


1,059,705

Noncontrolling interests

(123)


(82)

Total stockholders' equity

1,058,867


1,059,623

Total liabilities and stockholders' equity

$     2,405,284


$     2,311,261

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 litigation and arbitration matters that the Company is pursuing (where no gain contingency has been recorded or identified) that are 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 mergers and acquisitions ("M&A") transactions. These special items 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 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, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (unaudited, in thousands).


Three Months Ended




March 31,
2026


December 31,
2025


September 30,
2025


June 30,
2025


LTM

Net income

$        13,065


$        18,676


$        51,591


$        31,779


$    115,111

Depreciation and amortization
expense

24,386


18,377


17,739


17,312


77,814

Interest expense, net

13,816


10,432


9,962


10,034


44,244

Income tax expense (benefit)

3,510


3,026


(11,843)


20,443


15,136

EBITDA

$        54,777


$        50,511


$        67,449


$        79,568


$    252,305

(Gains) losses on disposal of
assets

(7,639)


2,111


(8,245)


(6,209)


(19,982)

Loss on extinguishment of debt

2,849





2,849

Foreign exchange (gains) losses

4,554


3,051


2,946


(17,435)


(6,884)

Special items(1)

4,734


4,455


4,947


4,776


18,912

Adjusted EBITDA

$        59,275


$        60,128


$        67,097


$        60,700


$    247,200


(1)  Special items include the following:



Three Months Ended




March 31,
2026


December 31,
2025


September 30,
2025


June 30,
2025


LTM

PBH amortization

$          1,431


$          2,232


$          2,172


$          3,587


$        9,422

Gain on insurance claim


(4,970)




(4,970)

Other special items

3,303


7,193


2,775


1,189


14,460


$          4,734


$          4,455


$          4,947


$          4,776


$      18,912

The Company is unable to provide a reconciliation of projected Adjusted EBITDA (non-GAAP) for the outlook periods 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 the outlook periods.

Free Cash Flow and Adjusted Free Cash Flow

Free Cash Flow represents the Company's net cash provided by (used in) 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 unusual litigation and arbitration matters that the Company is pursuing (where no gain contingency has been recorded or identified) that are 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 items 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 (used in) operating activities, the most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (unaudited, in thousands).


Three Months Ended




March 31,
2026


December 31,
2025


September 30,
2025


June 30,
2025


LTM

Net cash provided by (used in)
operating activities

$        (8,250)


$        76,913


$        23,057


$        99,039


$       190,759

Less: Maintenance capital
expenditures

(4,359)


(6,044)


(2,800)


(4,532)


(17,735)

Free Cash Flow

$       (12,609)


$        70,869


$        20,257


$        94,507


$       173,024

Plus: Special items

843


883


1,108


786


3,620

Adjusted Free Cash Flow

$       (11,766)


$        71,752


$        21,365


$        95,293


$       176,644

Adjusted Operating Income by Segment

Adjusted Operating Income (Loss) ("Adjusted Operating Income") is defined as operating income (loss) before depreciation and amortization (including 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).


Three Months Ended


Increase
(Decrease)


March 31,
2026


December 31,
2025


Offshore Energy Services:







Operating income

$       35,720


$       42,193


$ (6,473)

(15.3) %

Depreciation and amortization expense

13,131


7,103


6,028

84.9 %

PBH amortization

1,305


1,542


(237)

(15.4) %

Offshore Energy Services Adjusted Operating Income

$       50,156


$       50,838


$   (682)

(1.3) %








Government Services:







Operating income (loss)

$           943


$       (1,607)


$  2,550

nm

Depreciation and amortization expense

8,477


8,599


(122)

(1.4) %

PBH amortization

90


654


(564)

(86.2) %

Government Services Adjusted Operating Income

$         9,510


$         7,646


$  1,864

24.4 %








Other Services:







Operating income (loss)

$       (1,345)


$         1,530


$ (2,875)

nm

Depreciation and amortization expense

2,398


2,466


(68)

(2.8) %

PBH amortization

36


36


— %

Other Services Adjusted Operating Income

$         1,089


$         4,032


$ (2,943)

(73.0) %








Total Segment Adjusted Operating Income

$       60,755


$       62,516


$ (1,761)

(2.8) %








Corporate:







Operating loss

$          (643)


$      (10,033)


$  9,390

93.6 %

Depreciation and amortization expense

380


209


171

81.8 %

Losses (gains) on disposal of assets

(7,639)


2,111


(9,750)

nm

Corporate Adjusted Operating Loss

$       (7,902)


$       (7,713)


$   (189)

(2.5) %








Consolidated Adjusted Operating Income

$       52,853


$       54,803


$ (1,950)

(3.6) %

 

BRISTOW GROUP INC.

FLEET COUNT



Number of Aircraft





Type

Owned

Aircraft


Leased

Aircraft


Total
Aircraft


Maximum

Passenger

Capacity


Average Age
(years)
(1)

Heavy Helicopters:










S92

32


29


61


19


16

AW189

23


5


28


16


8


55


34


89





Medium Helicopters:










AW139

48


9


57


12


14

S76 D/C++

13



13


12


14

AS365

1



1


12


36


62


9


71





Light—Twin Engine Helicopters:










AW109

3



3


7


19

H135

12



12


6


9


15



15





Light—Single Engine Helicopters:                         










AS350

12



12


4


27

AW119

13



13


7


19


25



25





Total Helicopters

157


43


200




15

Fixed Wing

8


5


13





Unmanned Aerial Systems ("UAS")

3



3





Total Fleet(2)

168


48


216





______________________

(1)

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

(2)

Does not include certain aircraft shown in the under construction line in the table. Upon completion of additional configuration, the newly-delivered aircraft will appear in the fleet table above when placed into service.

The table below presents the number of aircraft in our fleet as of March 31, 2026, their distribution among the segments through which we operate, as a percentage of total revenues for the three months ended March 31, 2026, and the number of aircraft not yet reflected in our fleet as they were on order or under construction as of March 31, 2026.


Percentage
of

Total

Revenues


Helicopters


Fixed

Wing


UAS




Heavy


Medium


Light
Twin


Light
Single


Total

Offshore Energy Services

65 %


57


60


12





129

Government Services

28 %


32


11


3


20



3


69

Other Services

7 %





5


13



18

Total

100 %


89


71


15


25


13


3


216

Aircraft not currently in fleet:
















Under construction(1)(3)



5







5

Options(2)



10



7





17



(1)

Under construction reflects new aircraft that the Company has either taken possession 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 five AW189 heavy helicopters.

(2)

Options include 10 AW189 heavy helicopters and seven H135 light-twin helicopters.

(3)

Excludes leased aircraft in the Company's possession but not yet placed in service and any orders or options for electric/hybrid vertical takeoff and landing and short takeoff and landing aircraft, collectively known as Advanced Air Mobility ("AAM") aircraft, that may have deposits but are pending regulatory certification.

 

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SOURCE Bristow Group