EX-99.1 2 q12025exhibit991.htm EX-99.1 Document
Exhibit 99.1
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BRISTOW GROUP REPORTS FIRST QUARTER 2025 RESULTS
AFFIRMS 2025 AND 2026 OUTLOOK RANGES
Houston, Texas
May 6, 2025
First Quarter Highlights
•Total revenues of $350.5 million in Q1 2025 compared to $353.5 million in Q4 2024
•Net income of $27.4 million, or $0.92 per diluted share, in Q1 2025 compared to net income of $31.8 million, or $1.07 per diluted share, in Q4 2024
•Adjusted EBITDA (as defined herein)(1) for Q1 2025 was $57.7 million, consistent with Q4 2024
•Affirms 2025 Adjusted EBITDA outlook range of $230 - $260 million and 2026 Adjusted EBITDA outlook range of $275 - $335 million
FOR IMMEDIATE RELEASE — Bristow Group Inc. (NYSE: VTOL) (“Bristow” or the “Company”) today reported net income attributable to the Company of $27.4 million, or $0.92 per diluted share, for the quarter ended March 31, 2025 (the “Current Quarter”) on total revenues of $350.5 million compared to net income attributable to the Company of $31.8 million, or $1.07 per diluted share, for the quarter ended December 31, 2024 (the “Preceding Quarter”) on total revenues of $353.5 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 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, 2025December 31, 2024
Total revenues$350,530 $353,526 
Operating income33,548 31,804 
Net income attributable to Bristow Group Inc.27,359 31,793 
Basic earnings per common share0.95 1.11 
Diluted earnings per common share0.92 1.07 
Net cash provided by (used in) operating activities(2)
(603)51,054 
Non-GAAP(1):
Adjusted Operating Income$54,353 $52,314 
EBITDA63,895 44,581 
Adjusted EBITDA57,710 57,840 
Free Cash Flow(2)
(2,489)48,315 
Adjusted Free Cash Flow(2)
(1,749)45,735 
__________________
(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.
(2)Working capital used $56.4 million of cash in the Current Quarter primarily due to an increase in accounts receivables due to the timing of customer payments, an increase in other assets related to start-up costs for new Government Services contracts and increases in inventory to support new contracts and to mitigate risks related to supply chain constraints.
1

“While acknowledging that macroeconomic risks and uncertainties have increased significantly in recent months, we continue to have a positive outlook for Bristow’s business, as underscored by the Company’s financial guidance for 2025 and 2026,” said Chris Bradshaw, President and CEO of Bristow Group. “This view is supported by the stability of our Government Services business, the preponderant weighting of our Offshore Energy Services business to production support activities, and the breadth and diversity of the geographic markets we serve.”
Sequential Quarter Results
Offshore Energy Services
Three Months Ended
($ in thousands)March 31, 2025December 31, 2024Favorable
(Unfavorable)
Revenues$239,785 $240,164 $(379)(0.2)%
Operating income37,365 34,346 3,019 8.8 %
Adjusted Operating Income47,114 44,183 2,931 6.6 %
Operating income margin16 %14 %
Adjusted Operating Income margin20 %18 %
Revenues from Offshore Energy Services were $0.4 million lower in the Current Quarter. Revenues in Europe were $4.5 million lower primarily due to lower utilization in the United Kingdom (“UK”). Revenues in the Americas were $1.9 million higher primarily due to higher utilization of heavy helicopters in the U.S. Revenues in Africa were $2.2 million higher primarily due to increased aircraft capacity and increased utilization. Operating income was $3.0 million higher in the Current Quarter primarily due to lower repairs and maintenance expense of $7.1 million, partially offset by $3.2 million of increased expenses due to higher training costs and property tax savings in the Preceding Quarter.
Government Services
Three Months Ended
($ in thousands)March 31, 2025December 31, 2024Favorable
(Unfavorable)
Revenues$85,943 $82,558 $3,385 4.1 %
Operating income6,011 2,266 3,745 nm
Adjusted Operating Income13,719 9,750 3,969 40.7 %
Operating income margin7 %3 %
Adjusted Operating Income margin16 %12 %
Revenues from Government Services were $3.4 million higher in the Current Quarter primarily due to $2.8 million from the Irish Coast Guard ("IRCG") contract which began its transition in late 2024. Operating income was $3.7 million higher in the Current Quarter primarily due to the higher revenues.
Other Services
Three Months Ended
($ in thousands)March 31, 2025December 31, 2024Favorable
(Unfavorable)
Revenues$24,802 $30,804 $(6,002)(19.5)%
Operating income (loss)(622)3,623 (4,245)nm
Adjusted Operating Income2,037 6,573 (4,536)(69.0)%
Operating income (loss) margin(3)%12 %
Adjusted Operating Income margin8 %21 %
Revenues from Other Services were $6.0 million lower in the Current Quarter primarily due to lower seasonal utilization and unfavorable foreign exchange rate impacts. Operating income from Other Services was $4.2 million lower in the Current Quarter primarily due to lower revenues, partially offset by lower operating expenses of $1.4 million due to fewer flight hours.
2

Corporate
Three Months Ended
($ in thousands)March 31, 2025December 31, 2024Favorable
(Unfavorable)
Corporate:
Total expenses$8,648 $8,349 $(299)(3.6)%
Losses on disposal of assets(558)(82)(476)nm
Operating loss(9,206)(8,431)(775)(9.2)%
Consolidated:
Interest income$2,118 $2,249 $(131)(5.8)%
Interest expense, net(9,490)(9,064)(426)(4.7)%
Other, net11,388 (6,173)17,561 nm
Income tax benefit (expense)(10,183)12,952 (23,135)nm
Total operating loss for Corporate was $0.8 million higher than the Preceding Quarter primarily due to increased general and administrative expenses of $0.3 million and increased losses on disposal of assets of $0.5 million.
Other income, net of $11.4 million in the Current Quarter primarily resulted from higher foreign exchange gains. Other expense, net of $6.2 million in the Preceding Quarter primarily resulted from foreign exchange losses of $12.6 million, partially offset by an insurance recovery of $4.5 million and a favorable interest adjustment to the Company’s pension liability of $1.7 million.
Income tax expense was $10.2 million in the Current Quarter compared to an income tax benefit of $13.0 million in the Preceding Quarter. Income tax expense in the Current Quarter was primarily due to the earnings mix of the Company's global operations and deductible business interest expense, partially offset by the recognition of certain deferred tax assets.
3

Affirms 2025 and 2026 Outlook
Please refer to the section entitled "Forward-Looking Statements Disclosure" below for further discussion regarding the risks and uncertainties as well as other important information regarding Bristow’s guidance. The following guidance contains non-GAAP financial measures. Please read the section entitled “Non-GAAP Financial Measures” for further information.
Select financial outlook for 2025 and 2026 are as follows (in USD, millions):
2025E
2026E
Revenues:
Offshore Energy Services$950 - $1,060$975 - $1,165
Government Services$350 - $425$430 - $460
Other Services$120 - $130$120 - $150
Total Revenues$1,420 - $1,615$1,525 - $1,775
Adjusted Operating Income:
Offshore Energy Services$190 - $210$210 - $255
Government Services$45 - $55$75 - $85
Other Services$15 - $20$15 - $20
Corporate($30 - $40)($30 - $40)
$220 - $245$270 - $320
Adjusted EBITDA$230 - $260$275 - $335
Cash interest~$45~$40
Cash taxes$25 - $30$25 - $30
Maintenance capital expenditures$15 - $20$20 - $25
There are two main ways in which foreign currency fluctuations impact Bristow’s reported financials. The first is primarily non-cash foreign exchange gains (losses) that are reported in the Other, net line on the statements of operations. These are related to the revaluation of certain balance sheet items, typically do not impact cash flows, and thus are excluded in the Adjusted EBITDA presentation. The second is through impacts to certain revenue and expense items, which impact the Company’s cash flows. The primary exposure is the GBP/USD exchange rate.
Each £0.01 movement in the GBP/USD exchange rate would impact Adjusted EBITDA by +/- ~$1.2 million. The following table shows the GBP/USD exchange rate for each period presented.
2025E
2026E
(in millions, except exchange rates)
Adjusted EBITDA$230 - $260$275 - $335
Average GBP/USD exchange rate1.331.40
4

Liquidity and Capital Allocation
As of March 31, 2025, the Company had $191.1 million of unrestricted cash and $63.2 million of remaining availability under its asset-based revolving credit facility (the “ABL Facility”) for total liquidity of $254.3 million. Borrowings under the ABL Facility are subject to certain conditions and requirements.
In the Current Quarter, purchases of property and equipment were $52.1 million, of which $1.9 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were less than $0.1 million. In the Preceding Quarter, purchases of property and equipment were $83.5 million, of which $2.7 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were $5.0 million.
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 7, 2025, to review results for the first quarter ended March 31, 2025. The conference call can be accessed using the following link:
Link to Access Earnings Call: https://www.veracast.com/webcasts/bristow/webcasts/VTOL1Q25.cfm
A replay will be available through May 28, 2025 by using the link above. A replay will also be available on the Company’s website at www.bristowgroup.com shortly after the call and will be accessible through May 28, 2025. The accompanying investor presentation will be available on May 7, 2025, on Bristow’s website at www.bristowgroup.com.
For additional information concerning Bristow, contact Jennifer Whalen at InvestorRelations@bristowgroup.com, (713) 369-4636 or visit Bristow Group’s website at https://ir.bristowgroup.com/.
About Bristow Group
Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. Bristow primarily provides aviation services to a broad base of offshore energy companies and government entities. Our aviation services include personnel transportation, search and rescue (“SAR”), medevac, fixed wing transportation, unmanned systems and ad-hoc helicopter services. Our business is comprised of three operating segments: Offshore Energy Services, Government Services and Other Services. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Our government customers primarily outsource SAR activities whereby we operate specialized helicopters and provide highly trained personnel. Our other services include fixed wing transportation services through a regional airline and dry-leasing aircraft to third-party operators in support of other industries and geographic markets.
Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, India, Ireland, the Kingdom of Saudi Arabia, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom (“UK”) and the United States (“U.S.”).
5

Forward-Looking Statements Disclosure
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management; expected actions by us and by third parties, including our customers, competitors, vendors and regulators; and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes," “belief," “forecasts," “expects," “plans," “anticipates," “intends," “projects," “estimates," “may," “might," “will," “would," “could," “should” or other similar words; however, all statements in this press release, other than statements of historical fact or historical financial results, are forward-looking statements. Our forward-looking statements reflect our views and assumptions on the date hereof regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties, assumptions and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties and factors that could cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K, and in particular, the risks discussed in Part I, Item 1A, “Risk Factors” of such report and those discussed in other documents we file with the Securities and Exchange Commission (the “SEC”). Accordingly, you should not put undue reliance on any forward-looking statements.
You should consider the following key factors when evaluating these forward-looking statements: the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers; our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 fleet; our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition; public health crises, such as pandemics and epidemics, and any related government policies and actions; our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility; the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses; the possibility that we may be unable to maintain compliance with covenants in our financing agreements; global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries OPEC and other producing countries; fluctuations in the demand for our services; the possibility of significant changes in foreign exchange rates and controls; potential effects of increased competition and the introduction of alternative modes of transportation and solutions; the possibility that portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events); the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere; the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; the existence of operating risks inherent in our business, including the possibility of declining safety performance; labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements; the possibility of changes in tax, environmental, trade, immigration and other laws and regulations and policies, including, without limitation, tariffs and actions of the governments that impact oil and gas operations, favor renewable energy projects or address climate change; any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates; general economic conditions, including interest rates or uncertainty in the capital and credit markets; 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 and other countries; the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect search and rescue (“SAR”) contract terms or otherwise delay service or the receipt of payments under such contracts; and the effectiveness of our environmental, social and governance initiatives.
The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. All forward-looking statements in this press release are qualified by these cautionary statements and are only made as of the date thereof. The forward-looking statements in this press release should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K 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 our 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.
6

BRISTOW GROUP INC.
Condensed Consolidated Statements of Operations
(unaudited, in thousands, except per share amounts)
Three Months Ended March 31,Favorable/ (Unfavorable)
 March 31, 2025December 31, 2024
Total revenues$350,530 $353,526 $(2,996)
Costs and expenses:
Operating expenses
Personnel87,311 87,530 219 
Repairs and maintenance61,315 68,164 6,849 
Insurance6,834 5,827 (1,007)
Fuel18,875 19,575 700 
Leased-in equipment26,049 26,150 101 
Other56,801 54,665 (2,136)
Total operating expenses257,185 261,911 4,726 
General and administrative expenses43,100 44,372 1,272 
Depreciation and amortization expense16,841 16,701 (140)
Total costs and expenses317,126 322,984 5,858 
Losses on disposal of assets(558)(82)(476)
Earnings from unconsolidated affiliates702 1,344 (642)
Operating income33,548 31,804 1,744 
Interest income2,118 2,249 (131)
Interest expense, net(9,490)(9,064)(426)
Other, net11,388 (6,173)17,561 
Total other income (expense), net4,016 (12,988)17,004 
Income before income taxes37,564 18,816 18,748 
Income tax benefit (expense)(10,183)12,952 (23,135)
Net income27,381 31,768 (4,387)
Net loss (income) attributable to noncontrolling interests(22)25 (47)
Net income attributable to Bristow Group Inc.$27,359 $31,793 $(4,434)
Basic earnings per common share$0.95 $1.11 
Diluted earnings per common share$0.92 $1.07 
Weighted average common shares outstanding, basic28,667 28,628 
Weighted average common shares outstanding, diluted29,867 29,796 
Adjusted Operating Income$54,353 $52,314 $2,039 
EBITDA $63,895 $44,581 $19,314 
Adjusted EBITDA$57,710 $57,840 $(130)
7

BRISTOW GROUP INC.
REVENUES BY SEGMENT
(unaudited, in thousands)

Three Months Ended
March 31, 2025December 31, 2024Favorable (Unfavorable)
Offshore Energy Services:
Europe$101,218 $105,686 $(4,468)(4.2)%
Americas91,569 89,651 1,918 2.1 %
Africa46,998 44,827 2,171 4.8 %
Total Offshore Energy Services$239,785 $240,164 $(379)(0.2)%
Government Services85,943 82,558 3,385 4.1 %
Other Services24,802 30,804 (6,002)(19.5)%
$350,530 $353,526 $(2,996)(0.8)%

FLIGHT HOURS BY SEGMENT
(unaudited)
Three Months Ended
March 31, 2025December 31, 2024Favorable (Unfavorable)
Offshore Energy Services:
Europe8,749 9,395 (646)(6.9)%
Americas10,002 10,505 (503)(4.8)%
Africa4,680 4,239 441 10.4 %
Total Offshore Energy Services23,431 24,139 (708)(2.9)%
Government Services3,941 4,242 (301)(7.1)%
Other Services3,400 3,585 (185)(5.2)%
30,772 31,966 (1,194)(3.7)%
8

BRISTOW GROUP INC.
First Quarter Segment Statements of Operations
(unaudited, in thousands)
Offshore Energy ServicesGovernment ServicesOther
Services		CorporateConsolidated
Three Months Ended March 31, 2025
Revenues$239,785 $85,943 $24,802 $— $350,530 
Less:
Personnel56,766 24,473 6,072 — 87,311 
Repairs and maintenance46,907 11,361 3,047 — 61,315 
Insurance4,029 2,437 368 — 6,834 
Fuel12,702 2,082 4,091 — 18,875 
Leased-in equipment14,933 9,693 1,423 — 26,049 
Other segment costs37,656 12,871 6,274 — 56,801 
Total operating expenses172,993 62,917 21,275 — 257,185 
General and administrative expenses23,259 9,729 1,595 8,517 43,100 
Depreciation and amortization expense6,870 7,286 2,554 131 16,841 
Total costs and expenses203,122 79,932 25,424 8,648 317,126 
Losses on disposal of assets— — — (558)(558)
Earnings from unconsolidated affiliates702 — — — 702 
Operating income (loss)$37,365 $6,011 $(622)$(9,206)$33,548 
Non-GAAP:
Depreciation and amortization expense6,870 7,286 2,554 131 16,841 
PBH amortization2,879 422 105 — 3,406 
Losses on disposal of assets— — — 558 558 
Adjusted Operating Income (Loss)$47,114 $13,719 $2,037 $(8,517)$54,353 

Offshore Energy ServicesGovernment ServicesOther
Services		CorporateConsolidated
Three Months Ended December 31, 2024
Revenues$240,164 $82,558 $30,804 $— $353,526 
Less:
Personnel55,737 25,507 6,286 — 87,530 
Repairs and maintenance54,051 10,952 3,161 — 68,164 
Insurance3,902 1,649 276 — 5,827 
Fuel13,025 1,826 4,724 — 19,575 
Leased-in equipment14,887 9,777 1,486 — 26,150 
Other segment costs34,415 13,521 6,729 — 54,665 
Total operating expenses176,017 63,232 22,662 — 261,911 
General and administrative expenses24,369 10,073 1,738 8,192 44,372 
Depreciation and amortization expense6,776 6,987 2,781 157 16,701 
Total costs and expenses207,162 80,292 27,181 8,349 322,984 
Losses on disposal of assets— — — (82)(82)
Earnings from unconsolidated affiliates1,344 — — — 1,344 
Operating income (loss)$34,346 $2,266 $3,623 $(8,431)$— $31,804 
Non-GAAP:
Depreciation and amortization expense6,776 6,987 2,781 157 16,701 
PBH amortization3,061 497 169 — 3,727 
Losses on disposal of assets— — — 82 82 
Adjusted Operating Income (Loss)$44,183 $9,750 $6,573 $(8,192)$52,314 
9

BRISTOW GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
March 31,
2025		December 31,
2024
ASSETS
Current assets:
Cash and cash equivalents$193,929 $251,281 
Accounts receivable, net253,926 211,590 
Inventories122,936 114,509 
Prepaid expenses and other current assets44,210 42,078 
Total current assets615,001 619,458 
Property and equipment, net1,129,679 1,076,221 
Investment in unconsolidated affiliates23,126 22,424 
Right-of-use assets248,726 264,270 
Other assets155,660 142,873 
Total assets$2,172,192 $2,125,246 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$99,282 $83,462 
Deferred revenue23,348 15,186 
Current portion of operating lease liabilities78,323 78,359 
Accrued liabilities114,541 130,279 
Current maturities of long-term debt19,184 18,614 
Total current liabilities334,678 325,900 
Long-term debt, less current maturities682,764 671,169 
Other liabilities and deferred credits10,586 8,937 
Deferred taxes41,104 39,019 
Long-term operating lease liabilities171,757 188,949 
Total liabilities1,240,889 1,233,974 
Stockholders’ equity:
Common stock317 315 
Additional paid-in capital745,622 742,072 
Retained earnings340,124 312,765 
Treasury stock, at cost(72,271)(69,776)
Accumulated other comprehensive loss(82,076)(93,669)
Total Bristow Group Inc. stockholders’ equity931,716 891,707 
Noncontrolling interests(413)(435)
Total stockholders’ equity931,303 891,272 
Total liabilities and stockholders’ equity$2,172,192 $2,125,246 

10

Non-GAAP Financial Measures
The Company’s management uses EBITDA, Adjusted EBITDA and Adjusted Operating Income to assess the performance and operating results of its business. Each of these measures, as well as Free Cash Flow and Adjusted Free Cash Flow, each as detailed below, are non-GAAP measures, have limitations, and are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in the Company's financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (including the notes), included in the Company's filings with the SEC and posted on the Company's website.
EBITDA and Adjusted EBITDA
EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for non-cash gains and losses on the sale of assets, non-cash foreign exchange gains (losses) related to the revaluation of certain balance sheet items, and certain special items that occurred during the reported period, such as the amortization of PBH maintenance agreements that are non-cash within the period, gains on insurance claims, non-cash nonrecurring insurance adjustments and other special items which include professional service fees related to unusual litigation proceedings and other nonrecurring costs related to strategic activities. The professional services fees are primarily attorneys’ fees related to a litigation and arbitration matter that the Company is pursuing (where no gain contingency has been recorded or identified) that is unusual in nature and outside of the normal course of the Company’s continuing business operations. The other nonrecurring costs related to strategic activities are costs associated with financing transactions and proposed 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, 2025December 31, 2024September 30, 2024June 30,
2024		LTM
Net income$27,381 $31,768 $28,279 $28,191 $115,619 
Depreciation and amortization expense16,841 16,701 17,569 16,848 67,959 
Interest expense, net9,490 9,064 9,660 9,385 37,599 
Income tax expense (benefit)10,183 (12,952)8,392 9,245 14,868 
EBITDA$63,895 $44,581 $63,900 $63,669 $236,045 
Losses on disposal of assets558 82 626 224 1,490 
Foreign exchange (gains) losses(11,045)12,581 (10,904)749 (8,619)
Special items(1)
4,302 596 6,558 6,639 18,095 
Adjusted EBITDA$57,710 $57,840 $60,180 $71,281 $247,011 
11

(1)  Special items include the following:
Three Months Ended
March 31, 2025December 31, 2024September 30, 2024June 30,
2024		LTM
PBH amortization$3,406 $3,727 $3,723 $3,725 $14,581 
Gain on insurance claim— (4,451)— — (4,451)
Other special items896 1,320 2,835 2,914 7,965 
$4,302 $596 $6,558 $6,639 $18,095 
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 a litigation and arbitration matter that the Company is pursuing (where no gain contingency has been recorded or identified) that is unusual in nature and outside of the normal course of the Company’s continuing business operations. The other nonrecurring costs related to strategic activities are costs associated with financing transactions and proposed M&A transactions. These special 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, 2025December 31, 2024September 30, 2024June 30,
2024		LTM
Net cash provided by (used in) operating activities$(603)$51,054 $66,022 $33,665 $150,138 
Less: Maintenance capital expenditures(1,886)(2,739)(8,041)(2,215)(14,881)
Free Cash Flow$(2,489)$48,315 $57,981 $31,450 $135,257 
Plus: Special items740 (2,580)1,539 1,881 1,580 
Adjusted Free Cash Flow$(1,749)$45,735 $59,520 $33,331 $136,837 

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Adjusted Operating Income by Segment
Adjusted Operating Income (Loss) (“Adjusted Operating Income”) is defined as operating income (loss) before depreciation and amortization, PBH amortization and gains or losses on asset dispositions that occurred during the reported period. The Company includes Adjusted Operating Income to provide investors with a supplemental measure of each segment’s operating performance. Management believes that the use of Adjusted Operating Income is meaningful to investors because it provides information with respect to each segment’s ability to generate cash from its operations. Adjusted Operating Income is not a recognized term under GAAP. Accordingly, this measure should not be used as an indicator of, or an alternative to, operating income (loss), the most directly comparable GAAP measure, as a measure of operating performance. Because the definition of Adjusted Operating Income (or similar measures) may vary among companies and industries, it may not be comparable to other similarly titled measures used by other companies.
The following table provides a reconciliation of operating income (loss), the most directly comparable GAAP measure, to Adjusted Operating Income for each segment and Corporate (unaudited, in thousands).
Three Months Ended
March 31, 2025December 31, 2024
Offshore Energy Services:
Operating income$37,365 $34,346 
Depreciation and amortization expense6,870 6,776 
PBH amortization2,879 3,061 
Offshore Energy Services Adjusted Operating Income$47,114 $44,183 
Government Services:
Operating income$6,011 $2,266 
Depreciation and amortization expense7,286 6,987 
PBH amortization422 497 
Government Services Adjusted Operating Income$13,719 $9,750 
Other Services:
Operating income (loss)$(622)$3,623 
Depreciation and amortization expense2,554 2,781 
PBH amortization105 169 
Other Services Adjusted Operating Income$2,037 $6,573 
Total Segment Adjusted Operating Income$62,870 $60,506 
Corporate:
Operating loss$(9,206)$(8,431)
Depreciation and amortization expense131 157 
Losses on disposal of assets558 82 
Corporate Adjusted Operating Loss$(8,517)$(8,192)
Consolidated Adjusted Operating Income$54,353 $52,314 
The Company is unable to provide a reconciliation of projected Adjusted Operating Income by segment (non-GAAP) for the outlook periods included in this release to projected operating income (GAAP) for the same periods because components of the calculation are inherently unpredictable. The inability to forecast certain components of the calculation would significantly affect the accuracy of the reconciliation. Additionally, the Company does not provide guidance on the items used to reconcile projected Adjusted Operating Income by segment due to the uncertainty regarding timing and estimates of such items. Therefore, the Company does not present a reconciliation of projected Adjusted Operating Income by segment (non-GAAP) to operating income (GAAP) for the outlook periods.
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BRISTOW GROUP INC.
FLEET COUNT
 Number of Aircraft
TypeOwned
Aircraft		Leased
Aircraft		Total AircraftMaximum
Passenger
Capacity
Average Age (years)(1)
Heavy Helicopters:
S9234 29 63 19 15 
AW18919 4 23 16 8 
53 33 86 
Medium Helicopters:
AW13949 4 53 12 14 
S76 D/C++13 — 13 12 13 
AS3651 — 1 12 35 
63 4 67 
Light—Twin Engine Helicopters:
AW1093 — 3 7 18 
H135/EC13512 1 13 6 12 
15 1 16 
Light—Single Engine Helicopters:
AS35012 — 12 4 26 
AW11913 — 13 7 18 
25 — 25 
Total Helicopters156 38 194 15 
Fixed Wing9 4 13 
Unmanned Aerial Systems (“UAS”)4 — 4 
Total Fleet169 42 211 
______________________
(1)Reflects the average age of helicopters that are owned by the Company.
The table below presents the number of aircraft in our fleet and their distribution among the segments in which we operate as of March 31, 2025 and the percentage of revenues that each of our segments provided during the Current Quarter.
 Percentage of
Total
Revenues		HelicoptersFixed
Wing		UAS
 HeavyMediumLight TwinLight SingleTotal
Offshore Energy Services68 %57 58 13 — 1 — 129 
Government Services25 %29 6 3 20 — 4 62 
Other Services7 %— 3 — 5 12 — 20 
Total100 %86 67 16 25 13 4 211 
Aircraft not currently in fleet:
Under construction(1)
10 5 2 — — — 17 
On order(2)
— — 5 — — — 5 
Options(3)
10 — 10 — — — 20 
(1) Under construction reflects new aircraft that the Company has either taken ownership of and are undergoing additional configuration before being placed into service or are currently under construction by the Original Equipment Manufacturer (OEM) and pending delivery. Includes ten AW189 heavy helicopters (of which three were delivered and are undergoing additional configuration), five AW139 medium helicopters (of which three were delivered and are undergoing additional configuration) and two H135 light-twin helicopters (of which two were delivered and are undergoing additional configuration).
(2)On order reflects aircraft that the Company has commitments to purchase but construction has not yet begun. Includes five AW169 light-twin helicopters.
(3)Options include 10 AW189 heavy helicopters and 10 H135 light-twin helicopters.
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