| 1. | As part of our five year strategy, we have financial goals to double the size of the company in terms of revenues from $674 million in FY05 to $1.5 billion in FY11 and improve return on capital employed (ROCE) to around 20%. | ||
| 2. | This growth is expected to be accomplished principally through organic growth by purchasing new aircraft and then deploying them in our existing infrastructure of bases in 22 countries. New aircraft also are expected to be deployed in all our business units with strategic entries into new countries. | ||
| 3. | We may also grow through the acquisition of helicopter service operators, which may occur by increasing our interest in unconsolidated affiliates or making investments in countries in which we have a foothold, but not a dominant position, or expanding into new markets. | ||
| 4. | We expect a substantial portion of our growth to gradually take effect over the next eight quarters, with progressive growth in each quarter reflecting integration of new aircraft into our fleet, although seasonality, operational and macro economic events may cause the results of individual quarters to vary. | ||
| 5. | Development of qualified pilots and engineers is a key element of our growth strategy and is why we formed our Global Training division, including the acquisition of Bristow Academy in April 2007. |
| 6. | We manage our aircraft fleet using ROCE, which is computed as EBITDA (net income plus interest expense, taxes, depreciation and amortization expenses) divided by the fair value of the aircraft, investment in affiliates and related working capital (estimated at 10% of the aircraft value plus 30 days of revenue). When estimating the fair market value of our aircraft for this purpose we use a variety of sources including previously announced aircraft sales by our competitors and values published by independent valuation sources such as helivalues.com. | ||
| 7. | Country specific ROCE hurdle rates have been established by applying World Bank factors related to political, economic and credit risks to our weighted average cost of capital. These ROCE hurdle rates allow us to apply a portfolio approach to our fleet management with rates ranging from slightly below our strategic goal of 20% in our most mature and stable markets to near 30% in markets with the greatest risks. | ||
| 8. | Business unit operating margins are explained in detail for historical periods in the MD&A section of our Annual Report on Form 10-K. In the long term we expect improving margins in West Africa, South and Central America, Southeast Asia and Other International business units, relatively stable margins in North American and Europe, and break-even in EH Centralized Operations by the March quarter of FY08. |
| 9. | At June 30, 2007 we had 26 aircraft on order and 52 aircraft under option with remaining capital expenditures of $253 million and $732 million, respectively. The estimated timing of delivery of these aircraft is disclosed in the attached schedules. | ||
| 10. | We also periodically purchase aircraft for which we previously did not have an aircraft purchase option. | ||
| 11. | New aircraft cost approximately $0.3million, $2 to $4 million, $7 to $9 million and $20 to $24 million for training, small, medium and large aircraft, respectively. | ||
| 12. | We expense aircraft maintenance costs as incurred, therefore non-aircraft capital expenditures are limited to infrastructure related improvements (e.g. aircraft facilities, training centers and technology, including flight simulators) which for FY08 are expected to total approximately $50 million, but are expected to be less in future years. |
| 13. | When an aircraft comes off contract with a customer, an economic evaluation is made of available alternatives, including consideration of customer needs, maintenance requirements, new and renewal contract opportunities and aircraft sales (entire aircraft or parts) opportunities. We operate over 100 aircraft that are older than 25 years, which although well maintained, safely operated and in high demand, have been and are expected to be the most likely candidates for future sales. | ||
| 14. | Accordingly, over the next five years Bristow may add close to 100 new aircraft to our fleet, but may also sell a similar number. The expected growth in the company is in improved pricing and fleet capacity, measured in revenue and profit generating ability of the fleet, due to a higher mix of large and medium aircraft, not necessarily a higher fleet count. | ||
| 15. | In the last two years, we have sold 22 aircraft and have realized over $10 million in pre-tax gains. In the near term, we expect to continue to be able to realize gains on aircraft sales due to the current tightness in the market for used aircraft. |
| 16. | Pro forma for the issuance in June 2007 of 7.5% senior notes due 2017, the capital structure as of March 31, 2007 was approximately 45% adjusted leverage (which was debt, aircraft leases and UK unfunded pension obligations divided by book capitalization, which is the total of those amounts, minority interest and stockholders investment). See attached schedule for a reconciliation of leverage as calculated from our March 31, 2007 balance sheets to adjusted leverage. This leverage is expected to decline over time as higher earnings are generated from aircraft for which we have raised capital and made progress payments, but have not yet deployed the aircraft. We plan to maintain no more than 50% adjusted leverage. | ||
| 17. | The $295.3 net proceeds from the sale of the 7.5% senior notes is expected to fund the exercise of a portion of the aircraft purchase options, although in the interim a portion may be used for general corporate purposes. If market demand continues to support it, we expect to exercise at least a portion of the aircraft purchase options, including options for aircraft which expire at the end of December 2007. | ||
| 18. | Cash on hand, cash flow from operations and available borrowing capacity under the revolving credit facility are estimated to provide sufficient capital to exercise all of the aircraft purchase options and allow us to complete several small acquisitions (under $50 million) over the next five years without additional capital. | ||
| 19. | However, if the company elects to make a major acquisition or purchase substantially more aircraft than available under the aircraft purchase options additional capital may be necessary. |
| 20. | The effective tax rate for FY08, which ends March 31, 2008, is expected to be between 33% and 34%. |
| Total | Minority | Stockholders' | Total | |||||||||||||||||
| Debt | Interest | Investment | Capital | Leverage | ||||||||||||||||
| (a) | (b) | (c) | (d) = (a) + (b) + (c) | (a) / (d) | ||||||||||||||||
As of March 31, 2007 |
$ | 259,082 | $ | 5,445 | $ | 871,657 | $ | 1,136,184 | 22.8 | % | ||||||||||
Adjust for: |
||||||||||||||||||||
7 1/2 % Senior Notes |
300,000 | 300,000 | ||||||||||||||||||
Unfunded Pension Liability |
113,069 | 113,069 | ||||||||||||||||||
NPV of GE Lease Obligation |
49,701 | 49,701 | ||||||||||||||||||
| 462,770 | 462,770 | |||||||||||||||||||
Adjusted |
$ | 721,852 | $ | 5,445 | $ | 871,657 | $ | 1,598,954 | 45.1 | % | ||||||||||
| Expected | ||||||||||
| Delivery | ||||||||||
| Aircraft Class | Quarter | Expected Division | Contracted | |||||||
| 3 | Small
|
Q2-FY2008 | Western Hemisphere | 1 of 3 | ||||||
| 4 | Medium
|
Q2-FY2008 | Eastern Hemisphere | None | ||||||
| 1 | Medium
|
Q2-FY2008 | Western Hemisphere | None | ||||||
| 2 | Large
|
Q2-FY2008 | Eastern Hemisphere | 2 of 2 | ||||||
| 1 | Medium
|
Q3-FY2008 | Eastern Hemisphere | 1 of 1 | ||||||
| 2 | Medium
|
Q3-FY2008 | Western Hemisphere | 1 of 2 | ||||||
| 2 | Large
|
Q2-FY2008 | Eastern Hemisphere | 2 of 2 | ||||||
| 2 | Large
|
Q3-FY2008 | Eastern Hemisphere | 1 of 2 | ||||||
| 2 | Medium
|
Q1-FY2009 | Eastern Hemisphere | None | ||||||
| 2 | Large
|
Q1-FY2009 | Eastern Hemisphere | None | ||||||
| 1 | Medium
|
Q2-FY2009 | Eastern Hemisphere | None | ||||||
| 1 | Large
|
Q2-FY2009 | Eastern Hemisphere | None | ||||||
| 3 | Large |
Q3-FY2009 | Eastern Hemisphere | None | ||||||
| 26 | ||||||||||
Note:
|
Time from delivery to first operation is in general 30 to 60 days. | |
| Total contracted = 8 of 26 |
| Expected | ||||||||
| Delivery | ||||||||
| Aircraft Class | Quarter | Expected Division | ||||||
| 3 | Large
|
Q3-FY2009 | Eastern Hemisphere | |||||
| 1 | Large
|
Q3-FY2009 | Western Hemisphere | |||||
| 1 | Medium
|
Q4-FY2009 | Western Hemisphere | |||||
| 1 | Large
|
Q4-FY2009 | Eastern Hemisphere | |||||
| 2 | Medium
|
Q1-FY2010 | Western Hemisphere | |||||
| 2 | Medium
|
Q1-FY2010 | Eastern Hemisphere | |||||
| 3 | Large
|
Q1-FY2010 | Eastern Hemisphere | |||||
| 1 | Medium
|
Q2-FY2010 | Western Hemisphere | |||||
| 1 | Medium
|
Q2-FY2010 | Eastern Hemisphere | |||||
| 3 | Large
|
Q2-FY2010 | Eastern Hemisphere | |||||
| 2 | Medium
|
Q3-FY2010 | Western Hemisphere | |||||
| 1 | Medium
|
Q3-FY2010 | Eastern Hemisphere | |||||
| 3 | Large
|
Q3-FY2010 | Eastern Hemisphere | |||||
| 1 | Medium
|
Q4-FY2010 | Western Hemisphere | |||||
| 1 | Large
|
Q4-FY2010 | Eastern Hemisphere | |||||
| 3 | Medium
|
Q1-FY2011 | Western Hemisphere | |||||
| 1 | Medium
|
Q1-FY2011 | Eastern Hemisphere | |||||
| 3 | Large
|
Q1-FY2011 | Eastern Hemisphere | |||||
| 1 | Medium
|
Q2-FY2011 | Western Hemisphere | |||||
| 1 | Medium
|
Q2-FY2011 | Eastern Hemisphere | |||||
| 1 | Large
|
Q2-FY2011 | Eastern Hemisphere | |||||
| 2 | Medium
|
Q3-FY2011 | Western Hemisphere | |||||
| 2 | Large
|
Q3-FY2011 | Eastern Hemisphere | |||||
| 2 | Medium
|
Q1-FY2012 | Western Hemisphere | |||||
| 1 | Large
|
Q1-FY2012 | Eastern Hemisphere | |||||
| 2 | Medium
|
Q2-FY2012 | Western Hemisphere | |||||
| 1 | Medium
|
Q3-FY2012 | Western Hemisphere | |||||
| 2 | Medium
|
Q1-FY2013 | Western Hemisphere | |||||
| 1 | Medium
|
Q1-FY2013 | Eastern Hemisphere | |||||
| 1 | Medium
|
Q2-FY2013 | Western Hemisphere | |||||
| 1 | Medium
|
Q2-FY2013 | Eastern Hemisphere | |||||
| 1 | Medium
|
Q3-FY2013 | Western Hemisphere | |||||
| 52 | ||||||||
Note:
|
Time from delivery to first operation is in general 30 to 60 days. |