Open the filing on EDGARBRISTOW GROUP REPORTS
FOURTH QUARTER AND FULL YEAR 2025 RESULTS
ACHIEVES 2025 OUTLOOK AND DECLARES DIVIDEND
Houston, Texas
Full Year Highlights:
- Total revenues were $1.5 billion for the full year ended 2025 compared to $1.4 billion in 2024
- Net income was $129.1 million in 2025 compared to $94.8 million in 2024
- Full year 2025 Adjusted EBITDA of $245.6 million was in-line with the 2025E outlook EBITDA guidance midpoint
- Operating cash flow of $198.4 million in 2025 compared to $177.4 million in 2024, and Adjusted Free Cash Flow of $186.7 million in 2025 compared to $160.9 million in 2024
- Refinanced Senior Notes with an upsized $500 million transaction at a lower coupon rate of 6.75% and extended maturity of 2033
- Declared a quarterly cash dividend of $0.125 per share of common stock
FOR IMMEDIATE RELEASE - Bristow Group Inc. (NYSE: VTOL) (“Bristow” or the “Company”) today reported net income attributable to the Company of $18.4 million, or $0.61 per diluted share, for the quarter ended December 31, 2025 (the “Current Quarter”) on total revenues of $377.3 million compared to net income attributable to the Company of $51.5 million, or $1.72 per diluted share, for the quarter ended September 30, 2025 (the “Preceding Quarter”) on total revenues of $386.3 million.
Bristow reported net income attributable to the Company of $129.1 million, or $4.32 per diluted share, for the year ended December 31, 2025 (the “Current Year”) on total revenues of $1.5 billion compared to net income attributable to the Company of $94.8 million, or $3.21 per diluted share, on total revenues of $1.4 billion for the year ended December 31, 2024 (the “Prior Year”).
The following table provides select financial highlights for the periods reflected (in thousands, except per share amounts). A reconciliation of net income to EBITDA and Adjusted EBITDA, operating income to Adjusted Operating Income and net cash provided by operating activities to Free Cash Flow and Adjusted Free Cash Flow is included in the “Non-GAAP Financial Measures” section herein.
| Three Months Ended | Year Ended December 31, |
|---|
| December 31, 2025 | September 30, 2025 | 2025 | 2024 |
|---|
| Total revenues | $377,264 | $386,289 | $1,490,512 | | $1,415,491 | |
| Operating income | 32,083 | 50,535 | 158,806 | | 132,608 | |
| Net income attributable to Bristow Group Inc. | 18,423 | 51,544 | 129,074 | | 94,797 | |
| Basic earnings per common share | 0.63 | 1.79 | 4.47 | | 3.32 | |
| Diluted earnings per common share | 0.61 | 1.72 | 4.32 | | 3.21 | |
| Net cash provided by operating activities | 76,913 | 23,057 | 198,406 | | 177,420 | |
| Non-GAAP: | | | | |
| Adjusted Operating Income | $54,803 | $62,201 | $228,687 | | $216,841 | |
| EBITDA | 50,511 | 67,449 | 261,423 | | 207,931 | |
| Adjusted EBITDA | 60,128 | 67,097 | 245,635 | | 236,766 | |
| Free Cash Flow | 70,869 | 20,257 | 183,144 | | 159,476 | |
| Adjusted Free Cash Flow | 71,752 | 21,365 | 186,661 | | 160,911 | |
(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.
“With the continued growth and diversification of our Government Services business, Bristow has evolved into a scaled, multi-mission aviation services provider with leading market positions in our core markets,” said Chris Bradshaw, President and CEO of Bristow Group. “As reflected in our affirmed financial outlook, we expect Adjusted Operating Income in our Government Services business to double in 2026, and the high-quality, infrastructure-like cash flows from these contracts provide a durable cash flow foundation for the Company. In addition, we expect Adjusted Operating Income in our Offshore Energy Services business to increase by approximately 15% in 2026, primarily due to improved terms on contract renewals, and we expect increased activity in this segment in the latter part of 2026 and further building in 2027, as new deepwater projects commence. Overall, we believe the Company’s total Adjusted EBITDA will increase by approximately 25% in 2026 compared to last year, and we expect strong cash flow conversion. Bristow generated approximately $187 million of Adjusted Free Cash Flow in 2025, and our 2026 outlook reflects an Adjusted Free Cash Flow expectation in excess of $200 million. The Company completed a successful refinancing of our Senior Notes last month, with an upsized $500 million transaction at a lower coupon rate of 6.75% and an extended maturity into 2033. Bristow’s positive financial outlook, robust balance sheet, and strong liquidity position support the initiation of the Company’s cash dividend program, confirmed by today’s announcement of a $0.125 per share dividend payable on March 26, 2026.”
Sequential Quarter Results
Offshore Energy Services
| Three Months Ended | | |
|---|
| ($ in thousands) | December 31, 2025 | September 30, 2025 | Favorable (Unfavorable) |
| Revenues | $247,454 | $250,431 | $(2,977) | (1.2)% |
| Operating income | 42,193 | 42,429 | (236) | (0.6)% |
| Adjusted Operating Income | 50,838 | 51,236 | (398) | (0.8)% |
| Operating income margin | 17% | 17% | | |
| Adjusted Operating Income margin | 21% | 20% | | |
Revenues from Offshore Energy Services were $3.0 million lower in the Current Quarter. Revenues in Africa were $2.2 million lower primarily due to the closure of the fixed wing business, and revenues in the Americas were $1.2 million lower primarily due to lower utilization, while revenues in Europe were consistent with the Preceding Quarter. Operating income from Offshore Energy Services was $0.2 million lower in the Current Quarter primarily due to the lower revenues and higher general and administrative expenses of $1.1 million related to professional services fees, partially offset by higher earnings from unconsolidated affiliates of $2.3 million and lower operating expenses of $1.6 million. The higher earnings from unconsolidated affiliates were primarily due to higher dividends and earnings. The lower operating expenses were due to lower subcontractor and other operating expenses of $3.5 million and lower repairs and maintenance costs of $2.8 million primarily due to higher vendor credits, partially offset by higher personnel and leased-in equipment costs of $4.2 million and $0.4 million, respectively.
Government Services
| Three Months Ended | | |
|---|
| ($ in thousands) | December 31, 2025 | September 30, 2025 | Favorable (Unfavorable) |
| Revenues | $100,097 | $100,898 | $(801) | (0.8)% | |
| Operating income | (1,607) | 2,586 | (4,193) | | nm |
| Adjusted Operating Income | 7,646 | 10,810 | (3,164) | (29.3)% | |
| Operating income margin | (2)% | 3% | | |
| Adjusted Operating Income margin | 8% | 11% | | |
Revenues from Government Services were $0.8 million lower in the Current Quarter primarily due to lower seasonal flight hours in the United Kingdom search and rescue (“UKSAR”) operations, partially offset by the commencement of operations of an additional base on the Irish Coast Guard ("IRCG") contract in the fourth quarter. Operating loss was $1.6 million in the Current Quarter compared to operating income of $2.6 million in the Preceding Quarter primarily due to higher operating expenses of $3.3 million and the lower revenues of $0.8 million. The increase in operating expenses was due to higher repairs and maintenance costs of $2.9 million, primarily due to lower vendor credits and the timing of repairs, and higher personnel costs of $1.6 million related to contract transitions, partially offset by lower other operating costs of $1.3 million primarily due to lower training and subcontractor costs.
Other Services
| Three Months Ended | | |
|---|
| ($ in thousands) | December 31, 2025 | September 30, 2025 | Favorable (Unfavorable) |
| Revenues | $29,713 | | $34,960 | | $(5,247) | (15.0)% |
| Operating income | 1,530 | | 5,463 | | (3,933) | (72.0)% |
| Adjusted Operating Income | 4,032 | | 8,121 | | (4,089) | (50.4)% |
| Operating income margin | | 5% | | 16% | | |
| Adjusted Operating Income margin | | 14% | | 23% | | |
Revenues from Other Services were $5.2 million lower in the Current Quarter primarily due to lower seasonal activity in Australia. Operating income was $3.9 million lower in the Current Quarter primarily due to the lower revenues, partially offset by lower operating expenses of $1.2 million related to lower activity.
Corporate
| Three Months Ended | | |
|---|
| ($ in thousands) | December 31, 2025 | September 30, 2025 | Favorable (Unfavorable) |
| Corporate: | | | | |
| Total expenses | $7,922 | $8,188 | $266 | 3.2% | |
| Gains (losses) on disposal of assets | (2,111) | 8,245 | (10,356) | | nm |
| Operating income (loss) | (10,033) | 57 | $(10,090) | | nm |
| Consolidated: | | | | |
| Interest income | $2,935 | $2,262 | $673 | 29.8% | |
| Interest expense, net | (10,432) | (9,962) | (470) | (4.7)% | |
| Other, net | (2,884) | (3,087) | 203 | 6.6% | |
| Income tax (expense) benefit | (3,026) | 11,843 | (14,869) | | nm |
Operating loss was $10.0 million in the Current Quarter compared to operating income of $0.1 million in the Preceding Quarter. The change in operating income (loss) was due to asset dispositions. During the Current Quarter, the Company sold or otherwise disposed of a S92 heavy helicopter and various other assets, resulting in net losses of $2.1 million. During the Preceding Quarter, the Company sold or otherwise disposed of two older AW139 medium helicopters and various other assets, resulting in net gains of $8.2 million.
Other expense, net of $2.9 million in the Current Quarter resulted from foreign exchange losses of $3.1 million and pension related costs of $4.9 million, partially offset by gains on insurance recoveries of $5.0 million. Other expense, net of $3.1 million in the Preceding Quarter resulted from foreign exchange losses.
Income tax expense was $3.0 million in the Current Quarter compared to income tax benefit of $11.8 million in the Preceding Quarter. The change in income tax is due to changes in the geographic mix of the Company’s global earnings in the Current Quarter and the release of a valuation allowance in Australia in the Preceding Quarter.
Full Year Results
Offshore Energy Services
| Year Ended December 31, | | |
|---|
| ($ in thousands) | | 2025 | | 2024 | Favorable (Unfavorable) |
| Revenues | $990,480 | | $966,064 | | $24,416 | 2.5% |
| Operating income | 165,582 | | 132,165 | | 33,417 | 25.3% |
| Adjusted Operating Income | 202,777 | | 172,799 | | 29,978 | 17.3% |
| Operating income margin | 17% | | 14% | | | |
| Adjusted Operating Income margin | 20% | | 18% | | | |
Revenues from Offshore Energy Services were $24.4 million higher in the Current Year. Revenues in Africa were $21.7 million higher primarily due to higher utilization and additional aircraft capacity. Revenues in the Americas were $19.2 million higher primarily due to higher utilization in the U.S. and Brazil, which was partially offset by the absence of a one-time benefit in the Prior Year related to the transition from cash basis recognition to an accrual basis of accounting in Canada and lower utilization in Trinidad. Revenues in Europe were $16.5 million lower primarily due to lower utilization, partially offset by higher reimbursable revenues, higher rates and favorable foreign exchange rate impacts.
Operating income was $33.4 million higher in the Current Year primarily due to the higher revenues coupled with lower general and administrative expenses of $5.9 million and lower operating expenses of $3.6 million.
The decrease in general and administrative expenses was primarily due to lower professional services fees, insurance and lease costs. Repairs and maintenance costs were $34.0 million lower primarily due to higher vendor credits. Fuel costs were $6.5 million lower due to lower global fuel prices and decreased flight hours in Europe. Insurance costs were $1.4 million lower primarily due to lower commercial property insurance premiums. Personnel costs were $21.8 million higher primarily due to increased headcount in Africa and Brazil due to increased activity, unfavorable foreign exchange rate impacts and labor agreement escalations. Other operating expenses were $15.7 million higher primarily due to higher reimbursable expenses, freight, demobilization and training costs. Leased-in equipment costs were $1.0 million higher primarily due to an increase in aircraft and non-aircraft leases.
Government Services
| Year Ended December 31, | | |
|---|
| ($ in thousands) | | 2025 | | 2024 | Favorable (Unfavorable) |
| Revenues | $379,437 | | $329,654 | | $49,783 | 15.1% |
| Operating income | 5,078 | | 21,070 | | (15,992) | (75.9)% |
| Adjusted Operating Income | 38,212 | | 50,766 | | (12,554) | (24.7)% |
| Operating income margin | 1% | | 6% | | | |
| Adjusted Operating Income margin | 10% | | 15% | | | |
Revenues from Government Services were $49.8 million higher in the Current Year due to the commencement of the IRCG contract and higher UKSAR revenues primarily due to favorable foreign exchange rate impacts and the commencement of fixed wing services. Operating income was $16.0 million lower primarily due to higher expenses attributable to the commencement of new contracts in Ireland and the UK, partially offset by the higher revenues. Operating expenses were $57.9 million higher primarily due to higher subcontractor costs of $28.2 million, which are expected to subside as transitions to the new contracts conclude in 2026, higher amortization of deferred costs of $7.7 million, increased personnel costs of $15.1 million and other operating expenses of $9.4 million, partially offset by lower repairs and maintenance costs of $2.5 million primarily due to increased vendor credits. Additionally, general and administrative costs and depreciation and amortization expenses were $4.4 million and $3.5 million higher, respectively, primarily due to the ongoing transitions of the new SAR contracts.
Other Services
| Year Ended December 31, | | |
|---|
| ($ in thousands) | | 2025 | | 2024 | Favorable (Unfavorable) |
| Revenues | $120,595 | | $119,773 | | $822 | 0.7% |
| Operating income | 9,814 | | 13,747 | | (3,933) | (28.6)% |
| Adjusted Operating Income | 20,376 | | 25,786 | | (5,410) | (21.0)% |
| Operating income margin | 8% | | 11% | | | |
| Adjusted Operating Income margin | 17% | | 22% | | | |
Revenues from Other Services were $0.8 million higher in the Current Year primarily due to higher activity in Australia and the UK, partially offset by lower revenues due to the conclusion of certain dry-lease contracts. Operating income from Other Services was $3.9 million lower primarily due to higher operating expenses of $5.9 million, offsetting the higher revenues of $0.8 million and lower depreciation and amortization expenses of $1.0 million. The increase in operating expenses was due to higher other operating expense of $2.3 million, higher personnel costs of $1.6 million and higher lease expenses of $1.6 million, all of which were primarily driven by increased activity in Australia.
Corporate
| Year Ended December 31, | | |
|---|
| ($ in thousands) | | 2025 | | 2024 | Favorable (Unfavorable) |
| Corporate: | | | | |
| Total expenses | $33,453 | | $33,329 | | $(124) | (0.4)% | |
| Gains (losses) on disposal of assets | 11,785 | | (1,045) | | 12,830 | | nm |
| Operating loss | (21,668) | | (34,374) | | 12,706 | 37.0% | |
| Consolidated: | | | | |
| Interest income | $9,354 | | $8,901 | | $453 | 5.1% | |
| Interest expense, net | (39,918) | | (37,581) | | (2,337) | (6.2)% | |
| Other, net | 22,994 | | (1,865) | | 24,859 | | nm |
| Income tax expense | (21,809) | | (7,193) | | (14,616) | | nm |
Total operating losses for Corporate were $12.7 million lower than the Prior Year primarily due to increased gains on disposal of assets. During the Current Year, the Company sold or otherwise disposed of four AW139 medium helicopters, one S92 heavy helicopter and other assets, resulting in net gains of $11.8 million. During the Prior Year, the Company sold or otherwise disposed of 13 helicopters and various other assets, resulting in net losses of $1.0 million.
Interest expense, net was $2.3 million higher in the Current Year primarily due to higher interest rates and accelerated amortization expense related to early debt repayments, partially offset by higher capitalized interest on new aircraft under construction.
Other income, net of $23.0 million in the Current Year primarily resulted from foreign exchange gains of $22.5 million and gains on insurance recoveries of $5.0 million, partially offset by pension related costs of $4.3 million. Other expense, net of $1.9 million in the Prior Year primarily resulted from foreign exchange losses of $8.9 million, partially offset by insurance recoveries of $4.5 million and pension related income of $2.5 million.
Income tax expense was $14.6 million higher in the Current Year primarily due to higher earnings before tax and the earnings mix of the Company’s global operations.
2025 Results In-Line with Outlook and 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 also contains non-GAAP financial measures. Please read the section entitled “Non-GAAP Financial Measures” for further information.
Select financial results for 2025 and outlook for 2026 are as follows (in USD, millions):
| 2025EOutlook | 2025A | 2026E |
|---|
| Revenues: | | | |
| Offshore Energy Services | $990 | $990 | $1,010 - $1,080 |
| Government Services | $380 | $379 | $440 - $460 |
| Other Services | $120 | $121 | $130 - $150 |
| Total revenues | $1,490 | $1,490 | $1,580 - $1,690 |
| Adjusted Operating Income: | | | |
| Offshore Energy Services | $200 | $203 | $225 - $235 |
| Government Services | $43 | $38 | $70 - $80 |
| Other Services | $23 | $20 | $20 - $25 |
| Corporate | ($33) | ($33) | ($35 - $30) |
| $233 | $228 | $280 - $310 |
| Adjusted EBITDA | $245 | $246 | $295 - $325 |
| Cash interest | $45 | $47 | ~$40 |
| Cash taxes | $28 | $27 | $25 - $30 |
| Maintenance capital expenditures | $14 | $15 | $20 - $25 |
(1)Reflects the mid-point of the previously published 2025E financial outlook ranges.
Liquidity and Capital Allocation
In the Current Quarter, purchases of property and equipment were $29.1 million, of which $6.0 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were $2.0 million. In the Preceding Quarter, purchases of property and equipment were $29.2 million, of which $2.8 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were $28.6 million. See “Non-GAAP Financial Measures - Free Cash Flow and Adjusted Free Cash Flow” for a reconciliation to net cash provided by operating cash activities.
As of December 31, 2025, the Company had $286.2 million of unrestricted cash and $60.7 million of remaining availability under its amended asset-based credit facility (the “ABL Facility”) for total liquidity of $346.9 million. Borrowings under the ABL Facility are subject to certain conditions and requirements.
On January 26, 2026, Bristow Group announced the closing of a private offering of $500 million aggregate principal amount of 6.750% Senior Secured Notes due 2033 (the “6.750% Senior Notes”), which were issued at par and bear interest payable semiannually, and the amendment and extension of its ABL Facility until 2031. The Company used a portion of the net proceeds from the 6.750% Senior Notes to irrevocably deposit funds with the trustee under the indenture governing its existing 6.875% Senior Secured Notes due 2028 (the “6.875% Senior Notes”) in an amount sufficient to redeem the 6.875% Senior Notes in full on March 1, 2026, resulting in the satisfaction and discharge of the indenture governing the 6.875% Senior Notes upon deposit, with the remaining net proceeds to be used for general corporate purposes.
On February 25, 2026, Bristow declared a dividend of $0.125 per share of common stock, payable on March 26, 2026, to shareholders of record at the close of business on March 13, 2026.
Conference Call
Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Thursday, February 26, 2026, to review the results for the quarter and full year ended December 31, 2025. The conference call can be accessed using the following link:
Link to Access Earnings Call: https://bristowgroup-4q2025.open-exchange.net/registration
A replay will be available through March 19, 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 March 19, 2026. The accompanying investor presentation will be available on February 26, 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 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
Forward-looking statements notice
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.
Forward-looking statements notice
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 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 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 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. 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.
Condensed Consolidated Statements of Operations
(unaudited, in thousands, except per share amounts)
| Three Months Ended | Favorable/ (Unfavorable) |
|---|
| December 31, 2025 | September 30, 2025 | |
|---|
| Total revenues | $377,264 | $386,289 | $(9,025) |
| Costs and expenses: | | | |
| Operating expenses | | | |
| Personnel | 104,378 | 98,581 | (5,797) |
| Repairs and maintenance | 55,291 | 55,537 | 246 |
| Insurance | 6,139 | 5,778 | (361) |
| Fuel | 20,765 | 21,396 | 631 |
| Leased-in equipment | 27,329 | 26,714 | (615) |
| Other | 69,648 | 75,047 | 5,399 |
| Total operating expenses | 283,550 | 283,053 | (497) |
| General and administrative expenses | 43,441 | 43,205 | (236) |
| Depreciation and amortization expense | 18,377 | 17,739 | (638) |
| Total expenses | 345,368 | 343,997 | (1,371) |
| Gains (losses) on disposal of assets | (2,111) | 8,245 | (10,356) |
| Earnings (losses) from unconsolidated affiliates | 2,298 | (2) | 2,300 |
| Operating income | 32,083 | 50,535 | (18,452) |
| Interest income | 2,935 | 2,262 | 673 |
| Interest expense, net | (10,432) | (9,962) | (470) |
| Other, net | (2,884) | (3,087) | 203 |
| Total other income (expense), net | (10,381) | (10,787) | 406 |
| Income before income taxes | 21,702 | 39,748 | (18,046) |
| Income tax benefit (expense) | (3,026) | 11,843 | (14,869) |
| Net income | 18,676 | 51,591 | (32,915) |
| Net income attributable to noncontrolling interests | (253) | (47) | (206) |
| Net income attributable to Bristow Group Inc. | $18,423 | $51,544 | $(33,121) |
| Basic earnings per common share | $0.63 | $1.79 | $(1.16) |
| Diluted earnings per common share | $0.61 | $1.72 | $(1.11) |
| Weighted average common shares outstanding, basic | 29,093 | 28,867 | 226 |
| Weighted average common shares outstanding, diluted | 29,963 | 29,932 | 31 |
| Adjusted Operating Income | $54,803 | $62,201 | $(7,398) |
| EBITDA | $50,511 | $67,449 | $(16,938) |
| Adjusted EBITDA | $60,128 | $67,097 | $(6,969) |
Condensed Consolidated Statements of Operations
(unaudited, in thousands, except per share amounts)
| Year Ended December 31, | Favorable/ (Unfavorable) |
|---|
| 2025 | 2024 | |
|---|
| Total revenues | $1,490,512 | | $1,415,491 | | $75,021 |
| Costs and expenses: | | | |
| Operating expenses | | | |
| Personnel | | 378,999 | | 340,560 | (38,439) |
| Repairs and maintenance | | 236,931 | | 273,284 | 36,353 |
| Insurance | | 24,900 | | 24,907 | 7 |
| Fuel | | 81,435 | | 86,946 | 5,511 |
| Leased-in equipment | | 106,607 | | 103,540 | (3,067) |
| Other | | 273,407 | | 212,881 | (60,526) |
| Total operating expenses | 1,102,279 | | 1,042,118 | | (60,161) |
| General and administrative expenses | 174,121 | | 175,550 | | 1,429 |
| Depreciation and amortization expense | 70,269 | | 68,287 | | (1,982) |
| Total costs and expenses | 1,346,669 | | 1,285,955 | | (60,714) |
| Gains (losses) on disposal of assets | 11,785 | | (1,045) | | 12,830 |
| Earnings from unconsolidated affiliates | 3,178 | | 4,117 | | (939) |
| Operating income | 158,806 | | 132,608 | | 26,198 |
| Interest income | 9,354 | | 8,901 | | 453 |
| Interest expense, net | (39,918) | | (37,581) | | (2,337) |
| Other, net | 22,994 | | (1,865) | | 24,859 |
| Total other income (expense), net | (7,570) | | (30,545) | | 22,975 |
| Income before income taxes | 151,236 | | 102,063 | | 49,173 |
| Income tax expense | (21,809) | | (7,193) | | (14,616) |
| Net income | 129,427 | | 94,870 | | 34,557 |
| Net income attributable to noncontrolling interests | (353) | | (73) | | (280) |
| Net income attributable to Bristow Group Inc. | $129,074 | | $94,797 | | $34,277 |
| Basic earnings per common share | $4.47 | | $3.32 | | $1.15 |
| Diluted earnings per common share | $4.32 | | $3.21 | | $1.11 |
| Weighted average common stock outstanding, basic | 28,864 | | 28,515 | | 349 |
| Weighted average common stock outstanding, diluted | 29,884 | | 29,552 | | 332 |
| Adjusted Operating Income | $228,687 | | $216,841 | | $11,846 |
| EBITDA | $261,423 | | $207,931 | | $53,492 |
| Adjusted EBITDA | $245,635 | | $236,766 | | $8,869 |
Revenues By Segment
| Three Months Ended | Year Ended December 31, |
|---|
| December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | 2025 | 2024 |
|---|
| Offshore Energy Services: | | | | | | |
| Europe | $101,412 | $101,026 | $107,625 | 101,218 | $411,281 | | $427,739 | |
| Americas | 99,757 | 100,945 | 95,230 | 91,569 | 387,501 | | 368,319 | |
| Africa | 46,285 | 48,460 | 49,955 | 46,998 | 191,698 | | 170,006 | |
| Total Offshore Energy Services | $247,454 | $250,431 | $252,810 | $239,785 | $990,480 | | $966,064 | |
| Government Services | 100,097 | 100,898 | 92,499 | 85,943 | 379,437 | | 329,654 | |
| Other Services | 29,713 | 34,960 | 31,120 | 24,802 | 120,595 | | 119,773 | |
| $377,264 | $386,289 | $376,429 | $350,530 | $1,490,512 | | $1,415,491 | |
Flight Hours By Segment
(unaudited)
| Three Months Ended | Year Ended December 31, |
|---|
| December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | 2025 | 2024 |
|---|
| Offshore Energy Services: | | | | | | |
| Europe | 8,543 | 8,471 | 8,838 | 8,749 | 34,601 | | 38,284 | |
| Americas | 10,506 | 11,104 | 10,700 | 10,002 | 42,312 | | 42,583 | |
| Africa | 5,185 | 4,415 | 4,931 | 4,680 | 19,211 | | 16,946 | |
| Total Offshore Energy Services | 24,234 | 23,990 | 24,469 | 23,431 | 96,124 | | 97,813 | |
| Government Services | 4,186 | 5,016 | 4,868 | 3,941 | 18,011 | | 18,811 | |
| Other Services | 3,622 | 3,942 | 3,684 | 3,400 | 14,648 | | 13,682 | |
| 32,042 | 32,948 | 33,021 | 30,772 | 128,783 | | 130,306 | |
Quarterly Segment Statements of Operations
| Offshore Energy Services | Government Services | Other | 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: | | | | | |
| Depreciation and amortization expense | 7,103 | 8,599 | 2,466 | 209 | 18,377 |
| PBH amortization | 1,542 | 654 | 36 | - | 2,232 |
| Gains on disposal of assets | - | - | - | 2,111 | 2,111 |
| Adjusted Operating Income (Loss) | $50,838 | $7,646 | $4,032 | $(7,713) | $54,803 |
| Offshore Energy Services | Government Services | Other | Corporate | Consolidated |
|---|
| Three Months Ended September 30, 2025 | | | | | |
| Revenues | $250,431 | $100,898 | $34,960 | $ - | $386,289 |
| Less: | | | | | |
| Personnel | 62,304 | 29,507 | 6,770 | - | 98,581 |
| Repairs and maintenance | 42,777 | 9,365 | 3,395 | - | 55,537 |
| Insurance | 3,486 | 1,950 | 342 | - | 5,778 |
| Fuel | 13,162 | 2,794 | 5,440 | - | 21,396 |
| Leased-in equipment | 15,446 | 9,572 | 1,696 | - | 26,714 |
| Other segment costs | 41,325 | 26,271 | 7,451 | - | 75,047 |
| Total operating expenses | 178,500 | 79,459 | 25,094 | - | 283,053 |
| General and administrative expenses | 22,451 | 11,007 | 1,781 | 7,966 | 43,205 |
| Depreciation and amortization expense | 7,049 | 7,846 | 2,622 | 222 | 17,739 |
| Total costs and expenses | 208,000 | 98,312 | 29,497 | 8,188 | 343,997 |
| Gains on disposal of assets | - | - | - | 8,245 | 8,245 |
| Losses from unconsolidated affiliates | (2) | - | - | - | (2) |
| Operating income | $42,429 | $2,586 | $5,463 | $57 | $50,535 |
| Non-GAAP: | | | | | |
| Depreciation and amortization expense | 7,049 | 7,846 | 2,622 | 222 | 17,739 |
| PBH amortization | 1,758 | 378 | 36 | - | 2,172 |
| Losses on disposal of assets | - | - | - | (8,245) | (8,245) |
| Adjusted Operating Income (Loss) | $51,236 | $10,810 | $8,121 | $(7,966) | $62,201 |
Full Year Segment Statements of Operations
| Offshore Energy Services | Government Services | Other | Corporate | Consolidated |
|---|
| Year Ended December 31, 2025 | | | | | |
| Revenues | $990,480 | $379,437 | $120,595 | $ - | $1,490,512 |
| Less: | | | | | |
| Personnel | 240,584 | 112,312 | 26,103 | - | 378,999 |
| Repairs and maintenance | 177,751 | 46,407 | 12,773 | - | 236,931 |
| Insurance | 15,019 | 8,485 | 1,396 | - | 24,900 |
| Fuel | 51,798 | 10,175 | 19,462 | - | 81,435 |
| Leased-in equipment | 61,468 | 38,538 | 6,601 | - | 106,607 |
| Other segment costs | 160,451 | 85,861 | 27,095 | - | 273,407 |
| Total operating expenses | 707,071 | 301,778 | 93,430 | - | 1,102,279 |
| General and administrative expenses | 93,059 | 41,354 | 7,030 | 32,678 | 174,121 |
| Depreciation and amortization expense | 27,946 | 31,227 | 10,321 | 775 | 70,269 |
| Total costs and expenses | 828,076 | 374,359 | 110,781 | 33,453 | 1,346,669 |
| Gains on disposal of assets | - | - | - | 11,785 | 11,785 |
| Earnings from unconsolidated affiliates | 3,178 | - | - | - | 3,178 |
| Operating income (loss) | $165,582 | $5,078 | $9,814 | $(21,668) | $158,806 |
| Non-GAAP: | | | | | |
| Depreciation and amortization expense | 27,946 | 31,227 | 10,321 | 775 | 70,269 |
| PBH amortization | 9,249 | 1,907 | 241 | - | 11,397 |
| Gains on disposal of assets | - | - | - | (11,785) | (11,785) |
| Adjusted Operating Income (Loss) | $202,777 | $38,212 | $20,376 | $(32,678) | $228,687 |
| Offshore Energy Services | Government Services | Other | Corporate | | Consolidated |
|---|
| Year Ended December 31, 2024 | | | | | | |
| Revenues | $966,064 | $329,654 | $119,773 | $ - | | $1,415,491 |
| Less: | | | | | | |
| Personnel | 218,811 | 97,256 | 24,493 | - | | 340,560 |
| Repairs and maintenance | 211,791 | 48,893 | 12,600 | - | | 273,284 |
| Insurance | 16,464 | 7,296 | 1,147 | - | | 24,907 |
| Fuel | 58,318 | 9,072 | 19,556 | - | | 86,946 |
| Leased-in equipment | 60,515 | 37,995 | 5,030 | - | | 103,540 |
| Other segment costs | 144,741 | 43,392 | 24,748 | - | | 212,881 |
| Total operating expenses | 710,640 | 243,904 | 87,574 | - | | 1,042,118 |
| General and administrative expenses | 98,972 | 36,986 | 7,082 | 32,510 | | 175,550 |
| Depreciation and amortization expense | 28,404 | 27,694 | 11,370 | 819 | | 68,287 |
| Total costs and expenses | 838,016 | 308,584 | 106,026 | 33,329 | | 1,285,955 |
| Losses on disposal of assets | - | - | - | (1,045) | | (1,045) |
| Earnings from unconsolidated affiliates | 4,117 | - | - | - | | 4,117 |
| Operating income (loss) | $132,165 | $21,070 | $13,747 | $(34,374) | $ - | $132,608 |
| Non-GAAP: | | | | | | |
| Depreciation and amortization expense | 28,404 | 27,694 | 11,370 | 819 | | 68,287 |
| PBH amortization | 12,230 | 2,002 | 669 | - | | 14,901 |
| Losses on disposal of assets | - | - | - | 1,045 | | 1,045 |
| Adjusted Operating Income (Loss) | $172,799 | $50,766 | $25,786 | $(32,510) | | $216,841 |
Consolidated Balance Sheets
| Year Ended December 31, |
|---|
| 2025 | 2024 |
|---|
| ASSETS | | |
| Current assets: | | |
| Cash and cash equivalents | $293,631 | | $251,281 | |
| Accounts receivable, net | 217,102 | | 211,590 | |
| Inventories | 132,727 | | 114,509 | |
| Prepaid expenses and other current assets | 50,828 | | 42,078 | |
| Total current assets | 694,288 | | 619,458 | |
| Property and equipment, net | 1,152,668 | | 1,076,221 | |
| Investment in unconsolidated affiliates | 23,852 | | 22,424 | |
| Right-of-use assets | 241,666 | | 264,270 | |
| Other assets | 198,787 | | 142,873 | |
| Total assets | $2,311,261 | | $2,125,246 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | |
| Current liabilities: | | |
| Accounts payable | $86,286 | | $83,462 | |
| Accrued wages, benefits and related taxes | 68,654 | | 54,406 | |
| Income taxes payable and other accrued taxes | 22,759 | | 16,229 | |
| Deferred revenue | 22,440 | | 15,186 | |
| Accrued maintenance and repairs | 28,793 | | 30,698 | |
| Current portion of operating lease liabilities | 77,038 | | 78,359 | |
| Accrued interest and other accrued liabilities | 31,317 | | 28,946 | |
| Current maturities of long-term debt | 27,943 | | 18,614 | |
| Total current liabilities | 365,230 | | 325,900 | |
| Long-term debt, less current maturities | 643,511 | | 671,169 | |
| Deferred taxes | 46,571 | | 39,019 | |
| Long-term operating lease liabilities | 164,544 | | 188,949 | |
| Deferred credits and other liabilities | 31,782 | | 8,937 | |
| Total liabilities | 1,251,638 | | 1,233,974 | |
| Stockholders’ equity: | | |
| Common stock | 325 | | 315 | |
| Additional paid-in capital | 762,520 | | 742,072 | |
| Retained earnings | 441,739 | | 312,765 | |
| Treasury stock, at cost | (87,129) | | (69,776) | |
| Accumulated other comprehensive loss | (57,750) | | (93,669) | |
| Total Bristow Group Inc. stockholders’ equity | 1,059,705 | | 891,707 | |
| Noncontrolling interests | (82) | | (435) | |
| Total stockholders’ equity | 1,059,623 | | 891,272 | |
| Total liabilities and stockholders’ equity | $2,311,261 | | $2,125,246 | |
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 (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (unaudited, in thousands).
| Three Months Ended | Year Ended December 31, |
|---|
| December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | 2025 | 2024 |
|---|
| Net income | $18,676 | $51,591 | $31,779 | $27,381 | $129,427 | | $94,870 | |
| Depreciation and amortization expense | 18,377 | 17,739 | 17,312 | 16,841 | 70,269 | | 68,287 | |
| Interest expense, net | 10,432 | 9,962 | 10,034 | 9,490 | 39,918 | | 37,581 | |
| Income tax expense (benefit) | 3,026 | (11,843) | 20,443 | 10,183 | 21,809 | | 7,193 | |
| EBITDA | $50,511 | $67,449 | $79,568 | $63,895 | $261,423 | | $207,931 | |
| (Gains) losses on disposal of assets | 2,111 | (8,245) | (6,209) | 558 | (11,785) | | 1,045 | |
| Foreign exchange (gains) losses | 3,051 | 2,946 | (17,435) | (11,045) | (22,483) | | 8,925 | |
| Special items | 4,455 | 4,947 | 4,776 | 4,302 | 18,480 | | 18,865 | |
| Adjusted EBITDA | $60,128 | $67,097 | $60,700 | $57,710 | $245,635 | | $236,766 | |
Special items include the following:
| Three Months Ended | Year Ended December 31, |
|---|
| December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | 2025 | 2024 |
|---|
| PBH amortization | $2,232 | $2,172 | $3,587 | $3,406 | $11,397 | | $14,901 | |
| Gain on insurance claim | (4,970) | - | - | - | (4,970) | | (4,451) | |
| Other special items | 7,193 | 2,775 | 1,189 | 896 | 12,053 | | 8,415 | |
| $4,455 | $4,947 | $4,776 | $4,302 | $18,480 | | $18,865 | |
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 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 operating activities, the most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (unaudited, in thousands).
| Three Months Ended | Year Ended December 31, |
|---|
| December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | 2025 | 2024 |
|---|
| Net cash provided by (used in) operating activities | $76,913 | $23,057 | $99,039 | $(603) | $198,406 | | $177,420 | |
| Less: Maintenance capital expenditures | (6,044) | (2,800) | (4,532) | (1,886) | (15,262) | | (17,944) | |
| Free Cash Flow | $70,869 | $20,257 | $94,507 | $(2,489) | $183,144 | | $159,476 | |
| Plus: Special items | 883 | 1,108 | 786 | 740 | 3,517 | | 1,435 | |
| Adjusted Free Cash Flow | $71,752 | $21,365 | $95,293 | $(1,749) | $186,661 | | $160,911 | |
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).
Sequential Quarter Adjusted Operating Income by Segment
| Three Months Ended | | |
|---|
| December 31, 2025 | September 30, 2025 | Increase (Decrease) |
|---|
| Offshore Energy Services: | | | | |
| Operating income | $42,193 | $42,429 | $(236) | (0.6)% | |
| Depreciation and amortization expense | 7,103 | 7,049 | 54 | 0.8% | |
| PBH amortization | 1,542 | 1,758 | (216) | (12.3)% | |
| Offshore Energy Services Adjusted Operating Income | $50,838 | $51,236 | $(398) | (0.8)% | |
| Government Services: | | | | |
| Operating income (loss) | $(1,607) | $2,586 | $(4,193) | | nm |
| Depreciation and amortization expense | 8,599 | 7,846 | 753 | 9.6% | |
| PBH amortization | 654 | 378 | 276 | 73.0% | |
| Government Services Adjusted Operating Income | $7,646 | $10,810 | $(3,164) | (29.3)% | |
| Other Services: | | | | |
| Operating income | $1,530 | $5,463 | $(3,933) | (72.0)% | |
| Depreciation and amortization expense | 2,466 | 2,622 | (156) | (5.9)% | |
| PBH amortization | 36 | 36 | - | - % | |
| Other Services Adjusted Operating Income | $4,032 | $8,121 | $(4,089) | (50.4)% | |
| Total Segment Adjusted Operating Income | $62,516 | $70,167 | $(7,651) | (10.9)% | |
| Corporate: | | | | |
| Operating income (loss) | $(10,033) | $57 | $(10,090) | | nm |
| Depreciation and amortization expense | 209 | 222 | (13) | (5.9)% | |
| Losses (gains) on disposal of assets | 2,111 | (8,245) | 10,356 | | nm |
| Corporate Adjusted Operating Loss | $(7,713) | $(7,966) | $253 | 3.2% | |
| Consolidated Adjusted Operating Income | $54,803 | $62,201 | $(7,398) | (11.9)% | |
Full Year Adjusted Operating Income by Segment
| Year Ended December 31, | Increase (Decrease) |
|---|
| 2025 | 2024 | |
|---|
| Offshore Energy Services: | | | | |
| Operating income | $165,582 | | $132,165 | | $33,417 | 25.3% | |
| Depreciation and amortization expense | 27,946 | | 28,404 | | (458) | (1.6)% | |
| PBH amortization | 9,249 | | 12,230 | | (2,981) | (24.4)% | |
| Offshore Energy Services Adjusted Operating Income | $202,777 | | $172,799 | | $29,978 | 17.3% | |
| Government Services: | | | | |
| Operating income | $5,078 | | $21,070 | | $(15,992) | (75.9)% | |
| Depreciation and amortization expense | 31,227 | | 27,694 | | 3,533 | 12.8% | |
| PBH amortization | 1,907 | | 2,002 | | (95) | (4.7)% | |
| Government Services Adjusted Operating Income | $38,212 | | $50,766 | | $(12,554) | (24.7)% | |
| Other Services: | | | | |
| Operating income | $9,814 | | $13,747 | | $(3,933) | (28.6)% | |
| Depreciation and amortization expense | 10,321 | | 11,370 | | (1,049) | (9.2)% | |
| PBH amortization | 241 | | 669 | | (428) | (64.0)% | |
| Other Services Adjusted Operating Income | $20,376 | | $25,786 | | $(5,410) | (21.0)% | |
| Total Segment Adjusted Operating Income | $261,365 | | $249,351 | | $12,014 | 4.8% | |
| Corporate: | | | | |
| Operating loss | $(21,668) | | $(34,374) | | $12,706 | 37.0% | |
| Depreciation and amortization expense | 775 | | 819 | | (44) | (5.4)% | |
| Losses (gains) on disposal of assets | (11,785) | | 1,045 | | (12,830) | | nm |
| Corporate Adjusted Operating Loss | $(32,678) | | $(32,510) | | $(168) | (0.5)% | |
| Consolidated Adjusted Operating Income | $228,687 | | $216,841 | | $11,846 | 5.5% | |
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.
Fleet Count
| Number of Aircraft | | | |
|---|
| Type | Owned Aircraft | Leased Aircraft | TotalAircraft | Max Pass. Capacity | Average Age (years) |
| Heavy Helicopters: | | | | | |
| S92 | 32 | 29 | 61 | 19 | 15 |
| AW189 | 22 | 4 | 26 | 16 | 8 |
| 54 | 33 | 87 | | |
| Medium Helicopters: | | | | | |
| AW139 | 48 | 7 | 55 | 12 | 13 |
| S76 D/C++ | 13 | - | 13 | 12 | 14 |
| AS365 | 1 | - | 1 | 12 | 36 |
| 62 | 7 | 69 | | |
| Light - Twin Engine Helicopters: | | | | | |
| AW109 | 3 | - | 3 | 7 | 18 |
| H135 | 12 | - | 12 | 6 | 9 |
| 15 | - | 15 | | |
| Light - Single Engine Helicopters: | | | | | |
| AS350 | 12 | - | 12 | 4 | 26 |
| AW119 | 13 | - | 13 | 7 | 19 |
| 25 | - | 25 | | |
| Total Helicopters | 156 | 40 | 196 | | 14 |
| Fixed Wing | 9 | 5 | 14 | | |
| UAS | 4 | - | 4 | | |
| Total Fleet | 169 | 45 | 214 | | |
(1)Reflects the average age of helicopters that are owned by the Company.
The table below presents the number of aircraft in our fleet and their distribution among the segments in which we operate as of December 31, 2025 and the percentage of revenues that each of our segments provided during the Current Year.
| Percentage of Revenues | | | |
|---|
| Helicopters | Fixed Wing | UAS | | |
|---|
| Heavy | Medium | Light Twin | Light Single | Total | |
|---|
| Offshore Energy Services | 66% | 55 | 60 | 12 | - | 1 | - | 128 |
| Government Services | 26% | 32 | 9 | 3 | 20 | - | 4 | 68 |
| Other Services | 8% | - | - | - | 5 | 13 | - | 18 |
| Total | 100% | 87 | 69 | 15 | 25 | 14 | 4 | 214 |
| Aircraft not currently in fleet: | | | | | | | | |
| Under construction(1)(3) | | 7 | 2 | - | - | - | - | 9 |
| Options(2)(3) | | 10 | - | 9 | - | - | - | 19 |
(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 seven AW189 heavy helicopters (of which one was delivered and is undergoing additional configuration) and two AW139 medium helicopters (both of which were delivered and are undergoing additional configuration).
(2)Options include ten AW189 heavy helicopters and nine H135 light-twin helicopters.
(3)Excludes 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.