CHC announces fourth quarter results ST. JOHN'S, NF AND LABRADOR, June 8 /PRNewswire/ -- CHC Helicopter Corporation (the "Company") (TSX: FLY.A and FLY.B; NYSE: FLI) today announced (unaudited) financial results for the quarter and year ended April 30, 2004. Financial Highlights (in millions of Canadian dollars, except per share amounts) ------------------------------------------------------------------------- Three Months Ended Year Ended ------------------------------------------------------------------------- April 30, April 30, April 30, 2003 April 30, 2003 2004 (Restated(3)) 2004 (Restated(3)) (Unaudited) (Unaudited) (Unaudited) (Unaudited) ------------------------------------------------------------------------- Revenue $218.4 $174.6 $733.7 $718.3 Consolidated Segment EBITDA(1) 36.3 36.2 123.3 141.3 Net earnings from operations(2) 37.6 32.7 82.7 83.3 Net earnings 25.4 22.7 63.7 65.5 Cash flow(2) 15.9 5.9 65.9 81.8 Per share information Net earnings from operations:(2) Basic $1.80 $1.57 $4.00 $4.02 Diluted 1.65 1.45 3.67 3.70 Net earnings: Basic $1.22 $1.09 $3.08 $3.16 Diluted 1.12 1.01 2.83 2.92 ------------------------------------------------------------------------- Highlights - Revenue for the three months ended April 30, 2004 was $218.4 million, up $43.8 million from the same quarter last year. The inclusion of Schreiner Aviation Group ("Schreiner") in the current quarter contributed $39.2 million of the increase. - Flying activity in Europe compared to the same quarter last year increased by 509 hours. - Contract awards during the quarter were approximately $417.0 million. - On February 16, 2004 the Company acquired Schreiner for a purchase price of (euro) 86.7 million. - During the quarter the Company issued U.S. $250.0 million in ten year senior subordinated notes at a coupon of 7 3/8%. The proceeds were used to refinance other indebtedness including (euro) 87.3 million of existing senior subordinated notes with a coupon of 11 3/4%. ----------------------------------- (1) See "Review of Segment Revenue and Segment EBITDA" in Management's Discussion and Analysis. (2) See definitions under "Non-GAAP Financial Measures" in Management's Discussion and Analysis. (3) See Note 3 to the Unaudited Condensed Consolidated Financial Information. ------------------------------------------------------------------------- Investor Conference Call The Company's 4th quarter/year end conference call and webcast will take place Wednesday, June 9, 2004 at 10:30 a.m. EDT. To listen to the conference call, dial 416-640-4127 for local and overseas calls, or toll-free 1-800-814-4853 for calls from within North America. To hear a replay of the conference call, dial 416-640-1917, or toll-free 1-877-289-8525 and enter passcode "21050510 followed by the number sign". The replay will be available until June 12, 2004. The financial results and a webcast of the conference call will be available through the Company's website at http://www.chc.ca/ and through Canada NewsWire at: http://www.cnxmarketlink.com/. CHC Helicopter Corporation is the world's largest provider of helicopter services to the global offshore oil and gas industry with aircraft operating in 30 countries and a team of approximately 3,500 professionals worldwide. ------------------------------------------------------------------------- This press release and management's discussion and analysis may contain projections and other forward-looking statements within the meaning of the "safe harbour" provision of the United States Private Securities Litigation Reform Act of 1995. While these projections and other statements represent our best current judgment, they are subject to risks and uncertainties including, but not limited to, factors detailed in the Annual Report on Form 20-F and in other filings of the Company with the United States Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. ------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations - Three months ended April 30, 2004 Overview ------------------------------------------------------------------------- The financial results include the impact of Schreiner from February 16, 2004, the date of acquisition. ------------------------------------------------------------------------- Revenue increased by $43.8 million quarter over quarter, including the unfavourable impact of foreign exchange of $3.2 million. For the year, revenue increased by $15.4 million. This was driven by revenue growth of $55.3 million offset by unfavourable foreign exchange of $39.9 million. Schreiner contributed $39.2 million of the revenue growth, during the seventy-four days since acquisition, for both the quarter and the year with the remaining revenue growth primarily due to increased flying activity in the Company's International flying segment. Consolidated Segment EBITDA for the quarter was $36.3 million compared to $36.2 million in the same period last year. Consolidated Segment EBITDA growth of $2.5 million was offset by unfavourable foreign exchange of $2.4 million. Consolidated Segment EBITDA for the year declined by $18.0 million from the same period last year, of which $16.9 million was due to unfavourable foreign exchange. Net earnings from operations for the quarter were $37.6 million ($1.65 per share, diluted) on revenue of $218.4 million as compared to net earnings from operations of $32.7 million ($1.45 per share, diluted) on revenue of $174.6 million last year. Included in the current quarter's net earnings from operations is a tax recovery of $21.0 million ($0.92 per share, diluted), a significant portion of which is attributable to the reversal of a previously recorded tax liability that is no longer required in respect of owned aircraft as a result of refinancing of certain of the Company's European fleet. Last year's results included a tax recovery of $14.0 million ($0.62 per share, diluted) related to changes in tax legislation in Australia. Net earnings from operations for the year ended April 30, 2004 were $82.7 million ($3.67 per share, diluted) on revenue of $733.7 million compared to $83.3 million ($3.70 per share, diluted) on revenue of $718.3 million for the same period last year. The primary factors impacting net earnings from operations for the year include the aforementioned tax recoveries as well as (i) unfavourable foreign exchange on Consolidated Segment EBITDA of approximately $16.9 million, (ii) increased amortization expense of $3.3 million, (iii) decreased financing charges of $5.4 million, and (iv) a lower effective income tax rate. Net earnings during the quarter were $25.4 million ($1.12 per share, diluted) compared to net earnings of $22.7 million ($1.01 per share, diluted) in the same quarter last year. In addition to the above noted change in net earnings from operations, this quarter's results include after tax restructuring and debt settlement costs of $12.2 million while last year's quarter included an after tax asset impairment charge related to the Company's composites manufacturing operation of $9.9 million. The restructuring costs relate to the restructuring of the Company's European operations and the debt settlement costs relate to the early retirement of a portion of the Company's 11 3/4% senior subordinated notes and senior and other credit facilities. Net earnings for the year ended April 30, 2004 were $63.7 million ($2.83 per share, diluted) as compared to $65.5 million ($2.92 per share, diluted) for the same period last year. Net earnings for the year included $19.0 million in after tax restructuring and debt settlement costs while the year ended April 30, 2003 included after tax debt settlement costs of $7.9 million and an after tax asset impairment charge of $9.9 million. Debt Refinancing In April 2004 the Company issued U.S. $250.0 million 7 3/8% senior subordinated notes due 2014. As at April 30, 2004 partial proceeds from this debt issue were used to redeem (euro) 87.3 million or $140.6 million (60% of original principal amount) of its 11 3/4% senior subordinated notes and repay $143.3 million in senior and other credit facilities. After tax debt settlement costs of $12.6 million were incurred upon the early termination of the above debt. Subsequent to year end, an additional (euro) 1.1 million or approximately $1.8 million of the Company's 11 3/4% senior subordinated notes was redeemed as well as the $10.4 million 8% subordinated debentures. In July, 2004 the Company will redeem the remaining outstanding (euro) 5.9 million principal amount related to the 11 3/4% notes. Revenue Total revenue for the three months ended April 30, 2004 was $218.4 million compared to $174.6 million for the same period last year. Over the corresponding twelve month periods total revenue increased from $718.3 million last year to $733.7 million this year. The change is due primarily to the following factors: - Net unfavourable foreign exchange of $3.2 million for the quarter and $39.9 million for the year. For a discussion on the nature of this foreign exchange and management's approach to managing foreign currency exposures, refer to "Foreign Currency" in Management's Discussion and Analysis, - Revenue earned by recently acquired Schreiner of $39.2 million, - An increase, excluding the impact of foreign exchange, in revenue in the Company's International flying segment of $6.9 million quarter over quarter and $21.3 million for the year due to additional contracts and higher flying activity on existing contracts, and - An increase, excluding the impact of foreign exchange, in revenue in the Company's European flying segment of $1.4 million quarter over quarter and a decrease of $5.9 million for the year. Quarter over quarter flying hours increased by 3% while year over year they decreased by 2%. Revenue Summary by Quarter (in millions of Canadian dollars) (Unaudited) ------------------------------------------------------------------------- Total Flying Astec Inter- Ope- Repair & Period Europe national Schreiner rations Overhaul Composites Total ------------------------------------------------------------------------- Q1-F2003 $117.0 $45.8 $ - $162.8 $10.9 $1.3 $175.0 Q2-F2003 124.4 44.5 - 168.9 19.6 1.2 189.7 Q3-F2003 115.2 46.4 - 161.6 15.9 1.5 179.0 Q4-F2003 107.6 48.0 - 155.6 16.6 2.4 174.6 Q1-F2004 112.1 43.6 - 155.7 13.3 1.5 170.5 Q2-F2004 111.5 46.7 - 158.2 14.4 1.4 174.0 Q3-F2004 104.7 49.0 - 153.7 15.3 1.8 170.8 Q4-F2004 109.4 52.5 39.2 201.1 15.1 2.2 218.4 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Flying Revenue and Hours The Company derives its flying revenue from hourly and fixed charges. Approximately 56% (2003 - 60%) of the Company's fiscal 2004 flying revenue was derived from hourly charges (including hourly charges on contracts that also have fixed charges), and the remaining 44% (2003 - 40%) was generated by fixed monthly charges. Because of the significant fixed component, an increase or decrease in flying hours may not result in a proportionate change in revenue. While flying hours may not correlate directly with revenue, they remain a good measure of activity level. The following table provides a quarterly summary of the Company's flying hours and number of aircraft utilized for the past eight quarters. ------------------------------------------------------------------------- Flying Hours (Unaudited) ------------------------------------------------------------------------- Flying Hours Number of Aircraft ----------------------------------- -------------------------- Period Europe Int'l Schreiner Total Europe Int'l Schreiner ------------------------------------------------------------------------- Q1-F2003 23,257 11,165 - 34,422 72 87 - Q2-F2003 22,994 10,618 - 33,612 73 87 - Q3-F2003 20,316 11,189 - 31,505 73 90 - Q4-F2003 19,430 11,067 - 30,497 71 88 - Q1-F2004 22,351 11,057 - 33,408 72 90 - Q2-F2004 21,951 11,926 - 33,877 70 94 - Q3-F2004 19,806 12,066 - 31,872 72 95 - Q4-F2004 19,939 12,216 5,701 37,856 72 96 38 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The following table shows flying revenue mix by segment and in total by aircraft type (including the impact of foreign exchange) for fiscal 2004 and 2003. The mix of aircraft type has remained relatively consistent year over year, except for fixed wing which has increased due to the acquisition of Schreiner. ------------------------------------------------------------------------- Year to Date Flying Revenue Mix (in thousands of Canadian dollars) ------------------------------------------------------------------------- Year Ended April 30, 2004 (Unaudited) --------------------------------------------------- Heavy Medium Light Fixed Wing Total --------------------------------------------------- Europe $330,555 $ 80,289 $ - $ - $410,844 International 50,943 119,157 4,353 5,755 180,208 Schreiner 1,857 8,996 473 5,469 16,795 --------------------------------------------------- Total Flying Revenue $383,355 $208,442 $ 4,826 $ 11,224 $607,847 --------------------------------------------------- Total % 63.1% 34.3% 0.8% 1.8% 100% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Year Ended April 30, 2003 (Unaudited) --------------------------------------------------- Heavy Medium Light Fixed Wing Total --------------------------------------------------- Europe $335,841 $ 89,625 $ - $ - $425,466 International 50,680 118,357 4,273 3,770 177,080 Schreiner - - - - - --------------------------------------------------- Total Flying Revenue $386,521 $207,982 $ 4,273 $ 3,770 $602,546 --------------------------------------------------- Total % 64.2% 34.5% 0.7% 0.6% 100% ------------------------------------------------------------------------- ------------------------------------------------------------------------- The following table shows the hourly and fixed flying revenue by segment (including the impact of foreign exchange) for fiscal 2004 and 2003. Fixed flying revenue as a percentage of total flying revenue has increased from 40% last year to 44% this year. ------------------------------------------------------------------------- ------------------------------------------------------------------------- Flying Revenue - Hourly vs. Fixed Year Ended April 30, (in thousands of Canadian dollars) (Unaudited) ------------------------------------------------------------ Hourly Fixed Total ------------------------------------------------------------ 2004 2003 2004 2003 2004 2003 ------------------------------------------------------------ Europe $272,536 $303,410 $138,308 $122,056 $410,844 $425,466 International 61,226 57,499 118,982 119,581 180,208 177,080 Schreiner 7,562 - 9,233 - 16,795 - ------------------------------------------------------------ Total $341,324 $360,909 $266,523 $241,637 $607,847 $602,546 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The following table shows segment flying revenue by industry sector (including the impact of foreign exchange) for fiscal 2004 and 2003. For both fiscal years, the Company derived approximately 86% of its flying revenue from the oil and gas industry. The revenue from this industry is derived from production support, which accounts for the majority of the Company's oil and gas revenue, and from exploration and development activity. ------------------------------------------------------------------------- Flying Revenue - By Industry Sector Year Ended April 30, (in thousands of Canadian dollars) (Unaudited) ----------------------------------------------- Europe International ----------------------------------------------- 2004 2003 2004 2003 ----------------------------------------------- Oil & Gas $ 383,275 $ 400,765 $ 125,337 $ 119,721 EMS/SAR(4) 21,833 20,513 39,702 36,482 Other 5,736 4,188 15,169 20,877 ----------------------------------------------- Total $ 410,844 $ 425,466 $ 180,208 $ 177,080 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Schreiner Total ----------------------------------------------- 2004 2003 2004 2003 ----------------------------------------------- Oil & Gas $ 14,067 $ - $ 522,679 $ 520,486 EMS/SAR(4) 473 - 62,008 56,995 Other 2,255 - 23,160 25,065 ----------------------------------------------- Total $ 16,795 $ - $ 607,847 $ 602,546 ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------ (4) EMS/SAR - Emergency Medical Services and Search and Rescue Services Aberdeen Airport in the U.K. reports monthly helicopter passenger traffic at the Company's largest base. Activity at this base represents approximately 31% of total activity in the Company's European operating segment. The following table provides a quarterly summary of all helicopter passenger traffic at Aberdeen Airport for fiscal 2000 fiscal to 2004. ------------------------------------------------------------------------- Aberdeen Airport - Helicopter Passengers Fiscal Year Ended April 30, ------------------------------------------------------------------------- 2004 2003 2002 2001 2000 ------------------------------------------------------------------------- Q1 101,757 116,102 121,868 103,874 101,073 Q2 95,227 112,449 123,012 114,376 92,355 Q3 87,588 92,918 114,606 104,381 85,167 Q4 89,975 92,686 108,247 101,166 85,190 ------------------------------------------------------------ 374,547 414,155 467,733 423,797 363,785 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Source: Aberdeen Airport Ltd. The data in the above table shows that helicopter passenger activity this quarter has declined from the same period in fiscal 2003, 2002 and 2001. In addition, the data demonstrates the modest level of seasonality in activity from quarter to quarter. Review of Segment Revenue and Segment EBITDA The Company provides certain financial and related information about its operating segments and also about their products and services, the geographic areas in which they operate and their major customers. The Company's objective is to provide information about the different types of business activities in which it engages and the different economic environments in which it operates in order to help users of its consolidated financial statements (i) better understand its performance, (ii) better assess its prospects for future net cash flows and (iii) make more informed judgments about the Company as a whole. In an effort to achieve this objective, information is provided about segment revenues and Segment EBITDA because these financial measures are used by the Company's key decision makers in making operating decisions and assessing performance. Consolidated segment revenue excludes inter-segment revenues and is therefore identical to reported revenues. Consolidated Segment EBITDA is the sum of Segment EBITDA from each of the segments, including the "corporate and other" segment, and therefore includes all operating expenses allocated to segments. For additional information about segment revenues and Segment EBITDA, including a reconciliation of these measures to the consolidated financial statements, see Note 4 to the Unaudited Condensed Consolidated Financial Information. The Company includes six reporting segments in its financial statements: European flying, international flying, Schreiner, Astec repair and overhaul, composites manufacturing and corporate and other. The primary factors considered in identifying segments are geographic coverage, which also impacts the nature of the Company's operations, the type of contracts that are entered into, the type of aircraft that are utilized, and segments used by management to evaluate the business. Europe European Flying Segment (Unaudited) Millions of Dollars CAD ----------------------------------------------- Q4-04 Q4-03 YTD-04 YTD-03 ------------------------------------------------------------------------- Revenue $ 109.4 $ 107.6 $ 437.6 $ 464.1 ------------------------------------------------------------------------- Segment EBITDA $ 18.4 $ 18.8 $ 69.5 $ 88.6 ------------------------------------------------------------------------- Segment EBITDA % 16.8% 17.5% 15.9% 19.1% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Revenue from the Company's European flying segment for the fourth quarter of this fiscal year was $109.4 million, up $1.8 million from revenue of $107.6 million for the fourth quarter of last year. This $1.8 million increase was comprised of favourable foreign exchange of $0.4 million and a $5.0 million increase in flying revenue, offset by a $2.2 million decrease in training revenue and a $1.4 million decrease in other revenue. The increase in flying revenue was due to an increase in flying activity of 509 hours and an increase in fixed flying revenue as a percentage of total flying revenue quarter over quarter. Segment EBITDA from the European flying segment was $18.4 million for the fourth quarter of this fiscal year, down $0.4 million from Segment EBITDA of $18.8 million for the fourth quarter last year. This decline was caused by a decrease in Segment EBITDA of $1.1 million partially offset by favourable foreign exchange of $0.7 million. Factors contributing to this $1.1 million decline include (i) increased pension expense of approximately $1.0 million, (ii) Segment EBITDA for the fourth quarter of last year included $0.9 million earned on a one-time ancillary revenue stream, (iii) lower Segment EBITDA of approximately $1.8 million related to the decline in training revenue in Norway offset by (iv) lower than normal maintenance expense quarter over quarter of approximately $1.9 million and (v) the impact of increased flying. The increased pension expense was due to an increase in amortization of net actuarial and experience losses and to assumption changes stemming from last year's actuarial review. During the quarter the Company was awarded multi-year contract renewals by Statoil ASA and Norsk Hydro AS for the provision of heavy helicopter transportation services in the Norwegian North Sea. The contracts include the provision of three dedicated new Sikorsky S-92 helicopters, one dedicated Super Puma MkI, up to four dedicated Super Puma MkII's and back up from the Super Puma fleet. These contracts have start dates ranging from June 2004 to January 2005 with initial contract periods ranging from three years to seven years. Including option periods, the total potential contract periods range from five years to eleven years. Combined annual revenue from these contracts is approximately $86.0 million. Effective February 6, 2004, the Company fully implemented a single management structure in its European operations ("CHC Europe"). All necessary regulatory approvals have been obtained and all key management personnel are in place. The Company believes the new management structure provides an increased focus on the critical areas of the business, such as employee and customer relationships, and better positions the Company for growth in Europe. Through improved information systems, group purchasing leverage, better fleet utilization and a reduction in personnel costs, the Company believes it will realize annual Segment EBITDA savings of $12.0 million. To date, actions to effect $9.0 million of the $12.0 million in anticipated Segment EBITDA savings have been completed and the remainder is expected to be complete by July 31, 2004. International International Flying Segment Millions of Dollars CAD ----------------------------------------------- Q4-04 Q4-03 YTD-04 YTD-03 ------------------------------------------------------------------------- Revenue $ 52.5 $ 48.0 $ 191.8 $ 184.8 ------------------------------------------------------------------------- Segment EBITDA $ 7.5 $ 12.3 $ 27.5 $ 39.9 ------------------------------------------------------------------------- Segment EBITDA % 14.3% 25.7% 14.3% 21.6% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Revenue from the Company's International flying segment was $52.5 million for the fourth quarter of this fiscal year compared to $48.0 million for the fourth quarter of last year. This $4.5 million revenue increase was caused by flying revenue growth of $5.6 million attributable to oil and gas customers and an increase in other ancillary revenue of $2.4 million, offset by a decrease in other flying revenue of $1.0 million and unfavourable foreign exchange of $2.5 million. The decrease in other flying revenue was related primarily to the early termination of a UN contract in Iraq in March 2003. On a quarter over quarter basis, flying activity from oil and gas customers increased by 1,499 hours, flying activity from EMS/SAR customers decreased by 373 hours and activity from other customers increased by 23 hours. EMS/SARS flying revenue was only minimally impacted as the fixed component accounts for approximately 75% of this revenue steam. Geographically, the $5.6 million of revenue growth from oil and gas customers was largely driven by (i) the deployment of additional aircraft to existing contracts in each of Myanmar, Malaysia, East Timor and Angola generating incremental revenue of $7.0 million, (ii) new contracts in the Republic of Georgia, Ecuador, India and Angola producing revenue of $2.3 million, offset by (iii) the impact of the expiry of contracts in Venezuela and Australia of $2.9 million and (iv) $1.2 million related to reduced activity in Canada and the Philippines. Segment EBITDA for the fourth quarter was $7.5 million, down $4.8 million from Segment EBITDA of $12.3 million for the fourth quarter last year. This decline was caused by unfavourable foreign exchange of $2.2 million, and a decrease in Segment EBITDA of $2.6 million. This $2.6 million decrease in Segment EBITDA was driven by (i) the existence last year of certain contracts with higher than normal margins that ended in fiscal 2004, (ii) higher than normal maintenance expense in the current quarter compared to the same quarter last year, (iii) higher base costs in Africa due to the mobilization of two S76C+ aircraft in Equatorial Guinea, (iv) increased lease costs and (v) a retroactive wage settlement with the pilots in Australia. Partially offsetting these items was the impact of increased revenue quarter over quarter. Segment EBITDA percentage at 14.3% during the quarter was in line with that reported in the third quarter at 14.7%. Schreiner Schreiner (Unaudited) Millions of Dollars CAD ----------------------------------------------- Q4-04 Q4-03 YTD-04 YTD-03 ------------------------------------------------------------------------- Revenue $ 39.2 - $ 39.2 - ------------------------------------------------------------------------- Segment EBITDA $ 3.3 - $ 3.3 - ------------------------------------------------------------------------- Segment EBITDA % 8.4% - 8.4% - ------------------------------------------------------------------------- ------------------------------------------------------------------------- Schreiner The Company acquired Schreiner as of February 16, 2004. Schreiner is the largest helicopter operator in the Dutch sector of the North Sea, operating in the Netherlands, providing support to the oil and gas industry and emergency medical services. Schreiner also supports oil and gas operations in Africa and Asia in addition to operating an aircraft parts business and providing fixed wing maintenance services. Revenue from Schreiner during the period ended April 30, 2004 was $39.2 million while Segment EBITDA earned during the same period was $3.3 million. The $39.2 million in revenue was comprised of (i) $16.8 million in flying revenue of which $14.1 million and $2.7 million related to oil and gas and other customers respectively, (ii) $5.6 million of fixed wing maintenance revenue, (iii) aircraft parts sales of $8.3 million, and (iv) $8.5 million in other revenue. Astec Repair and Overhaul Astec Repair and Overhaul (Unaudited) Millions of Dollars CAD ----------------------------------------------- Q4-04 Q4-03 YTD-04 YTD-03 ------------------------------------------------------------------------- Total Revenue $ 53.5 $ 50.0 $ 193.6 $ 204.9 ------------------------------------------------------------------------- Third-party Revenue $ 15.1 $ 16.6 $ 58.1 $ 63.0 ------------------------------------------------------------------------- Segment EBITDA $ 10.2 $ 9.5 $ 41.2 $ 37.4 ------------------------------------------------------------------------- Segment EBITDA %(x) 19.1% 18.9% 21.3% 18.3% ------------------------------------------------------------------------- ------------------------------------------------------------------------- (x) EBITDA % is calculated on total revenue Astec Total revenue from the Company's repair and overhaul segment was $53.5 million for the fourth quarter this year, up $3.5 million from total revenue of $50.0 million for the fourth quarter last year. Third party revenue from this segment was $15.1 million for the current quarter, down $1.5 million compared to $16.6 million for the same period last year. This $1.5 million decrease in third party revenue was attributable to (i) unfavourable foreign exchange of $1.1 million, (ii) a decrease in revenue from heavy maintenance projects of $0.6 million, and (iii) a decrease in revenue from "power-by-the-hour" ("PBTH") component overhauls of approximately $0.9 million. Partially offsetting these decreases was $0.2 million in revenue growth as a result of increased customer flying hours in Europe and Asia, supported by PBTH agreements, and revenue growth of $0.9 million as a result of the acquisition of Whirly Bird Services Limited ("WBS") during the quarter. Effective March 5, 2004 the Company acquired 100% of the shares of WBS. With headquarters in the U.K., WBS is a global supplier of survival suits and related passenger survival equipment. Segment EBITDA for the fourth quarter was $10.2 million, up $0.7 million from $9.5 million for the same period last year. This $0.7 million increase was comprised of (i) $0.3 million due to the acquisition of WBS, (ii) Segment EBITDA growth of $1.3 million due primarily to increased external and internal component overhauls, offset by (iii) unfavourable foreign exchange of $0.9 million. Composites Composites Manufacturing (Unaudited) Millions of Dollars CAD ----------------------------------------------- Q4-04 Q4-03 YTD-04 YTD-03 ------------------------------------------------------------------------- Revenue $ 2.3 $ 2.4 $ 7.0 $ 6.4 ------------------------------------------------------------------------- Segment EBITDA ($0.2) $ 0.2 ($2.0) ($3.2) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Composites Total revenue from the Company's composites manufacturing segment was $2.3 million for the three months ended April 30, 2004, in line with revenue for the same period last year of $2.4 million. Excluding $1.0 million in government operating assistance included in revenue in the fourth quarter last year, revenue has grown quarter over quarter due mainly to initial revenue from a contract with Aero Vodochody for the manufacture of S76 components. Segment EBITDA for the current quarter was a loss of $0.2 million compared to positive Segment EBITDA of $0.2 million for the same period last year. Excluding the above noted government operating assistance, Segment EBITDA improved quarter over quarter primarily due to revenue from the Aero Vodochody contract and cost control measures. Corporate and Other The Corporate and other segment recorded costs of $2.9 million in the current quarter compared to $4.5 million in the same period last year. The improvement quarter over quarter is due mainly to $3.0 million in lower variable compensation costs partially offset by the inclusion in the fourth quarter last year of a $0.6 million reduction in the settlement of an outstanding claim against the Company and a $0.8 million aviation insurance refund. Financing Charges Financing charges for the three months ended April 30, 2004, as detailed below, decreased by $0.7 million as compared to the same period last year. This decrease was due mainly to a $4.5 million decrease in foreign exchange losses on operating activities and working capital revaluation, partially offset by a $1.9 million increase in other financing charges, a $1.0 million increase in interest on debt and a $0.9 million decrease in foreign exchange gains on debt repayments and revaluations. Interest on debt increased quarter over quarter due to higher debt levels in connection with the acquisition of Schreiner. Three Months Ended (Unaudited) ------------------------- April 30, April 30, 2004 2003 ------------------------------------------------------------------------- Interest on debt obligations $ 8,456 $ 7,855 Amortization of deferred financing costs 1,180 814 Foreign exchange (gain) loss from operating activities and working capital revaluation (2,457) 2,058 Foreign exchange gain on debt repayment (363) (808) Foreign exchange gain on revaluation of long-term debt - (494) Other 969 (958) ------------------------- $ 7,785 $ 8,467 ------------------------- ------------------------- The average interest rate on the Company's variable-rate senior credit facilities for the current quarter was approximately 4.1% compared to 4.9% in the same period last year. Income Taxes Total income tax recovery recorded during the quarter was $22.6 million compared to income tax recovery of $11.6 million recorded in the same quarter last year. During the quarter the Company recorded an income tax recovery of $7.0 million on restructuring and debt settlement costs related to the restructuring of the Company's European operations and early retirement of a portion of the Company's 11 3/4% senior subordinated notes and senior and other credit facilities. During the same quarter last year the Company recorded an income tax recovery of $2.9 million related to the asset impairment charge in the Company's composite manufacturing operations. Income tax recovery included in net earnings from operations was $15.6 million for the quarter compared to $8.7 million for the same quarter last year. The income tax recovery included in net earnings from operations contained an income tax recovery of $21.0 million, a significant portion of which is attributable to the reversal of a tax liability previously recorded in respect of owned aircraft that is no longer required as a result of refinancing of certain of the Company's European fleet. The remainder of this recovery relates to the reversal of a previously recorded tax liability that is no longer considered necessary as a result of the completion of audits in various jurisdictions which confirmed the Company's filing position on several matters. For the same quarter last year the income tax recovery included in net earnings from operations reflected an income tax recovery of $14.0 million related to its Australian operations. The Government of Australia had introduced legislation that provided wholly-owned corporate groups with the option to consolidate income taxation from July 1, 2002. The Company's Australian operations completed an analysis of this option during the fourth quarter last year and decided to elect to file its income tax returns under the new consolidation regime. The benefit of $14.0 million is a result of tax effecting the increase in the tax basis of the assets of each of the subsidiaries in the consolidated Australian group. On a year to date basis, income tax recovery on net earnings from operations was $7.6 million compared to income tax expense of $5.3 million recorded last year. The difference, other than that explained in the discussion on the quarter, reflects a decrease in the Company's effective income tax rate primarily the result of decreased earnings in jurisdictions with higher tax rates. Cash Flows, Liquidity and Capital Resources Operating Activities Cash flow from operations for the fourth quarter of fiscal 2004 was $13.9 million, up $17.9 million from the fourth quarter of fiscal 2003. This increase was comprised of a $10.0 million increase in cash flow and a $7.9 million improvement in working capital management. The increase in cash flow of $10.0 million was comprised primarily of (i) a $4.6 million increase in deferred revenue due to the relative timing of cash receipts, (ii) a $3.5 million reduction in financing charges due mainly to foreign exchange on operating activities and working capital revaluation and (iii) a $5.9 million reduction in current tax expense, offset by (iv) a $3.8 million increase in the excess of defined benefit pension plan contributions over pension expense. Non-cash working capital increased by approximately $2.0 million in the fourth quarter of fiscal 2004. While the change was not significant, the acquisition of Schreiner on February 16, 2004 did cause variations within the various components of working capital. In particular, Schreiner's receivables and payables at that date were significantly different from their typical month end balances and this distorted the change in these components of working capital during the fourth quarter. In the fourth quarter of fiscal 2003, non-cash working capital increased by approximately $9.9 million due primarily to a $9.4 million increase in inventory. This inventory increase occurred largely in the Company's repair and overhaul segment in support of the Company's flying divisions and external customers. Financing Activities The Company's total net debt(5) increased by $174.8 million during the quarter, from $272.1 million to $446.9 million. This increase consists of a net debt increase of $225.1 million, offset by a cash increase of $24.3 million and favourable foreign exchange of $26.0 million. The $225.1 million net increase in debt in the fourth quarter was primarily due to the acquisition of Schreiner. During the quarter, the Company issued U.S. $250 million of 7 3/8% senior subordinated notes. Proceeds were used primarily to pay down existing debt and to fund issue costs. The Company recorded deferred financing charges in the quarter of $12.8 million in connection with such debt issue costs. As well, the Company incurred debt settlement expenses totaling $19.7 million in connection with the pay down of existing debt. The favourable foreign exchange impact of $26.0 million was due primarily to the effect of exchange rate fluctuations on the Company's euro denominated debt. --------------- (5) See definition under "Non-GAAP Financial Measures" in Management's Discussion and Analysis. Change in Total Net Debt Position During Q4 (in millions of Canadian dollars) (Unaudited) --------------------------------- Opening balance $ 272.1 Net increase of debt 225.1 Increase in cash (24.3) Foreign exchange (26.0) --------------------------------- Ending balance $ 446.9 --------------------------------- --------------------------------- As at April 30, 2004, the Company has unused credit facilities of $63.4 million and cash of $67.1 million, for a total of $130.5 million. During the fourth quarter of the current fiscal year the Company paid dividends totaling $2.7 million. Investing Activities Capital asset additions during the quarter totaled $44.7 million. $31.1 million of such expenditures were comprised of (i) $20.8 million for the purchase of three medium helicopters, (ii) $4.3 million for aircraft modifications, (iii) $1.8 million for major spares, (iv) $1.0 million in connection with buildings and hangars, and (v) $3.2 million primarily for other equipment. The aforementioned aircraft expenditures of $20.8 million were comprised of the combined aircraft purchase price of $24.4 million offset by the application of deposits of $3.6 million. The Company also made additional deposits during the quarter of $3.3 million toward future aircraft purchases. Net capital expenditures during the fourth quarter for helicopter major components totaled $9.8 million and were comprised of cash expenditures of $25.9 million offset by amortization of $16.1 million. The Company also spent $3.8 million on helicopter major inspections during the quarter. These expenditures during the period were financed from proceeds received on capital asset dispositions and operating cash flow. Proceeds from disposals during the quarter totaled $42.5 million. This was comprised of $40.2 million received in connection with five aircraft sale-leaseback transactions and $2.3 million received from miscellaneous dispositions. During the quarter, the Company acquired Schreiner and WBS for net cash outlays of $92.5 million and $4.9 million, respectively. These acquisitions were debt financed. Foreign Currency The Company's reporting currency is the Canadian dollar. However, a significant portion of revenue and operating expenses are denominated in pound sterling, Norwegian kroner, Australian dollars, South African rand and euros, the reporting currencies of the Company's principal foreign operating subsidiaries. In addition, certain revenue and operating expenses are transacted in currencies other than the reporting currencies of the subsidiaries, namely U.S. dollars and euros. Foreign exchange impact on revenue and Consolidated Segment EBITDA, therefore, is comprised of (i) foreign exchange on the translation of the financial results of the foreign subsidiaries into Canadian dollars and (ii) foreign exchange on the translation of U.S. dollar and euro denominated transactions into the reporting currencies of the subsidiaries. The translation of the financial results of the Company's foreign subsidiaries into Canadian dollars resulted in foreign exchange that increased revenue by $0.8 million for the three months ended April 30, 2004 but reduced revenue by $20.7 million for the year ended April 30, 2004. Quarter over quarter this favourable foreign exchange was primarily a result of the strengthening of the pound sterling, Australian dollar and South African rand somewhat offset by the weakening of the Norwegian kroner. Year over year the unfavourable foreign exchange was due to the weakening of the Norwegian kroner and pound sterling that was somewhat offset by the strengthening of the Australian dollar and South African rand. The impact on revenue due to the translation of U.S. dollar and euro denominated transactions into the reporting currencies of the Company's subsidiaries was unfavourable by $4.0 million for the quarter and unfavourable by $19.2 million year to date. The total unfavourable foreign exchange impact on revenue was, therefore, $3.2 million for the three months ended April 30, 2004 and $39.9 million for the year ended April 30, 2004. The unfavourable impact of foreign exchange on Consolidated Segment EBITDA during the quarter was $2.4 million, while the year to date impact was $16.9 million. For the quarter, $0.4 million of this foreign exchange impact was due to the translation of the financial results of the foreign subsidiaries into Canadian dollars, with $5.6 million for the year. The remaining $2.0 million for the quarter was attributable to the translation of U.S. dollar and euro denominated transactions, with $11.3 million for the year. Since financing charges, amortization, income tax expense, capital expenditures and debt repayments are also primarily in European currencies and U.S. dollars, the net impact of foreign exchange on net earnings and cash flow is not as significant. The Company's overall approach to managing foreign currency exposures includes identifying and quantifying its currency exposures, utilizing natural hedges where possible and putting in place financial instruments, when considered appropriate, to manage the remaining exposures. In managing this risk, the Company may use financial instruments including forwards, swaps, and other derivative instruments. Company policy specifically prohibits the use of derivatives for speculative purposes. ------------------------------------------------------------------------- Annual Average Foreign Exchange Rates ------------------------- April 30, April 30, 2004 2003 ------------------------- USD - CAD 1.3434 1.5393 NOK - CAD 0.1916 0.2081 GBP - CAD 2.2997 2.3974 Euro - CAD 1.5916 1.5538 ------------------------------------------------------------------------- ------------------------------------------------------------------------- As at April 30, 2004 the Company had designated its new U.S. $250.0 million 7 3/8% senior subordinated note issue as hedges of the Company's various net investments as follows: (i) U.S. $100.0 million designated as a hedge of the net investment in the Company's self-sustaining operations in Canada whose functional currency is the U.S. dollar, (ii) U.S. $93.5 million converted to pound sterling via a currency swap designated as a hedge of the net investment in the Company's self-sustaining operations in the U.K., (iii) U.S. $29.7 million converted to euro via a currency swap designated as a hedge of the net investment in the Company's self-sustaining operations in the Netherlands, and (iv) U.S. $26.8 million converted to Norwegian kroner via a currency swap designated as a hedge of the net investment in the Company's self-sustaining operations in Norway. The Company also had designated its pound sterling and remaining outstanding euro denominated debt as hedges of its net investments in its self-sustaining operations in the U.K. and Netherlands, respectively. As a result of the above effective hedges, revaluation gains and losses on debt and the net investments are offset in the shareholders' equity section of the balance sheet in accordance with Canadian generally accepted accounting principles. To minimize foreign exchange risk, the Company has denominated its debt in various currencies to match net operating cash flows with debt service obligations. As at April 30, 2004, the Company's total net debt was denominated in the following currencies: (Unaudited) ----------------------------- Debt in Canadian Original Currency Equivalent Currency (000's) (000's) ------------------------------------------------------------------------- Euro (euro) 75,825 $ 124,497 Pound sterling pnds stlg 9,927 24,137 U.S. dollar USD 250,000 342,675 Canadian dollar CDN 22,717 22,717 Cash (various currencies) (67,093) ------------------------------------------------------------------------- Total Net Debt $ 446,933 Fleet At April 30, 2004 the Company's fleet consisted of 141 owned aircraft and 65 aircraft under operating leases. Eighty-five of these aircraft are employed in Europe (primarily in the North Sea) with the other 121 employed in other international markets. In addition, 222 aircraft are employed in the Company's 42.75% owned Canadian onshore helicopter operations, Canadian Helicopters Limited, the Company's 40% owned helicopter operations, Aero Contractors of Nigeria, and the Company's 37.8% owned investment in Inaer, the largest onshore and offshore helicopter operator in Spain, for a combined total of 428 aircraft. ------------------------------------------------------------------------- Fleet Summary ------------------------------------------------------------------------- Fixed Operating Heavy Medium Light Wing Total Owned Leased ----- ------ ------ ----- ----- ----- ------ Fleet at January 31, 2004 71 82 10 4 167 112 55 Increases (decreases) during the period: Acquisition of Schreiner 3 24 2 11 40 33 7 S76A++ 1 (1) S76C (3) 3 S76C+ 2 2 2 S76C+ (2) 2 Bell 212 (1) (1) (1) 365C2 (1) (1) (1) Kingair (1) (1) (1) ------------------------------------------------------------------------- Fleet at April 30, 2004 74 106 12 14 206 141 65 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The following aircraft transactions occurred during the fourth quarter of the current fiscal year: - One S76A++ aircraft was purchased from the lessor, - Three S76C aircraft were involved in "lease-out", "lease-in" transactions, - Two S76C+ aircraft were purchased and an additional two S76C+ were sold and leased back, - One Bell 212 was returned to the lessor, and " Two aircraft were sold, a 365C2 and a Kingair. During the quarter, the Company made aircraft operating lease payments of $12.1 million compared to $10.8 million in the same period last year. As at April 30, 2004, there were twenty additional leased aircraft compared to the same period last year of which seven related to the acquisition of Schreiner. The increase in lease payments of $1.3 million is due to an increase in the number of leased aircraft, partially offset by lower payments on existing leases due to lower floating interest rates and more favourable foreign exchange rates. The Company has entered into operating leases with third-party lessors in respect of 65 aircraft included in the Company's fleet at April 30, 2004. Sixty of these leases are long-term with expiry dates ranging from 2005 to 2012. The Company has an option to purchase the aircraft at market value or agreed amounts at the end of most of the long-term leases, but has no commitment to do so. The future minimum lease payments required under these aircraft operating leases are as follows (based on April 30, 2004 interest rates and exchange rates): Unaudited --------- 2005 $ 53.4 million 2006 43.5 million 2007 33.9 million 2008 27.0 million 2009 24.1 million and thereafter: 33.5 million ------------ Total $ 215.4 million --------------- --------------- As at April 30, 2004, the Company had outstanding deposits for a variety of aircraft. As part of the repair and overhaul contract with the German Ministry of Interior the Company will modify and sell five of its own Super Puma MkII aircraft from its European operations. Defined Benefit Employee Pension Plan Defined benefit pension plan expense increased by approximately $2.7 million quarter over quarter. This $2.7 million increase was due to approximately $1.7 million related to assumption changes, increased amortization of net actuarial and experience losses quarter over quarter and approximately $1.0 million related to the inclusion of Schreiner's financial results in the fourth quarter of fiscal 2004. Dividend During the second quarter the Company's Board of Directors declared an annual 50 cent dividend, to be paid quarterly at a rate of 12.5 cents per share on each of the Class A subordinate voting shares and the Class B multiple voting shares. The first and second quarterly payments were made December 2, 2003 and February 4, 2004 for $2.6 million and $2.7 million, respectively. Subsequent to the quarter end a third payment was made on May 5, 2004 for $2.7 million. Seasonality The Company's revenues and earnings are primarily derived from oil and gas exploration and production activities and are not subject to significant seasonal variations. There are, however, seasonal variations in earnings from the Company's 42.75% investment in the onshore operations of Canadian Helicopters Limited and from the Company's 37.8% owned investment in onshore and offshore helicopter operations of Inaer. Non-GAAP Financial Measures The Company's continuous disclosure documents may provide discussion and analysis of non-GAAP financial measures. These financial measures do not have standard definitions prescribed by Canadian generally accepted accounting principles ("Canadian GAAP") and therefore may not be comparable to similar measures disclosed by other companies. The Company utilizes these measures in making operating decisions and assessing its performance. Certain investors, analysts, and others, utilize these measures in assessing the Company's financial performance and as an indicator of its ability to service debt. These non-GAAP financial measures have not been presented as an alternative to either (i) net income in accordance with Canadian GAAP, as an indicator of operating performance, or (ii) cash flows from operating, investing and financing activities in accordance with Canadian GAAP. The following table provides a reconciliation of (i) net earnings from operations to Canadian GAAP net earnings, (ii) basic and diluted net earnings from operations per share to Canadian GAAP basic and diluted net earnings per share, (iii) cash flow to Canadian GAAP cash flow from operations and (iv) total net debt to total debt. From the prior fiscal year, the Company has changed its definition of net earnings from operations. Special income tax recoveries, excluding those associated with restructuring and debt settlement costs and asset impairment charges, but including tax recoveries associated with changes in estimates and/or tax laws are considered operational in nature and thus are included in the calculation of net earnings from operations. Accordingly, 2003 net earnings from operations have been revised to reflect this change. Reconciliation of Non-GAAP Financial Measures (in thousands of Canadian dollars, except per share amounts) ------------------------------------------------------------------------- ------------------------------------------------------------------------- As at and for the As at and for the Three Months Ended Year Ended ----------------------------------------------- April 30, April 30, April 30, 2003 April 30, 2003 2004 (Restated(6)) 2004 (Restated(6)) (Unaudited) (Unaudited) (Unaudited) (Unaudited) ------------------------------------------------------------------------- Revenue $ 218,386 $ 174,610 $ 733,650 $ 718,313 Operating expenses 182,128 138,398 610,329 577,028 ----------------------------------------------- Earnings before undernoted items (Consolidated Segment EBITDA) 36,258 36,212 123,321 141,285 ----------------------------------------------- Undernoted items: Amortization (7,825) (6,011) (25,922) (22,585) Gain on disposals of assets 1,316 2,842 3,307 2,413 Financing charges (7,785) (8,467) (29,510) (34,878) Equity in earnings (losses) of associated companies 68 (611) 3,925 2,340 ----------------------------------------------- (14,226) (12,247) (48,200) (52,710) ----------------------------------------------- Net earnings from operations before income taxes 22,032 23,965 75,121 88,575 Income taxes recovery (provision) thereon 15,589 8,705 7,596 (5,255) ----------------------------------------------- Net earnings from operations(1) 37,621 32,670 82,717 83,320 ----------------------------------------------- Restructuring and debt settlement costs(2)(3) (19,192) - (28,897) (12,464) Asset impairment charge - (12,811) - (12,811) Income tax recovery thereon 6,992 2,871 9,856 7,420 ----------------------------------------------- (12,200) (9,940) (19,041) (17,855) ----------------------------------------------- Net earnings $ 25,421 $ 22,730 $ 63,676 $ 65,465 ----------------------------------------------- ----------------------------------------------- Per share Basic Net earnings from operations $ 37,621 $ 32,670 $ 82,717 $ 83,320 Weighted average number of shares (000's) 20,911 20,829 20,673 20,728 Basic net earnings from operations per share(4) $ 1.80 $ 1.57 $ 4.00 $ 4.02 ----------------------------------------------- ----------------------------------------------- Diluted Net earnings from operations $ 37,621 $ 32,670 $ 82,717 $ 83,320 Effect of dilutive securities 123 117 493 478 ----------------------------------------------- $ 37,744 $ 32,787 $ 83,210 $ 83,798 Weighted average number of shares (000's) 22,865 22,565 22,683 22,621 Diluted net earnings from operations per share(5) $ 1.65 $ 1.45 $ 3.67 $ 3.70 ----------------------------------------------- ----------------------------------------------- Cash Flow(6) Cash flow from operations $ 13,904 $ (3,973) $ 29,724 $ 62,656 Change in non-cash working capital 2,036 9,898 36,165 19,094 ----------------------------------------------- ----------------------------------------------- $ 15,940 $ 5,925 $ 65,889 $ 81,750 ----------------------------------------------- ----------------------------------------------- Total net debt(7) Total debt $ 514,026 $ 321,268 $ 514,026 $ 321,268 Cash and cash equivalents (67,093) (58,104) (67,093) (58,104) ----------------------------------------------- ----------------------------------------------- $ 446,933 $ 263,164 $ 446,933 $ 263,164 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (6) See Note 3 to the Unaudited Condensed Consolidated Financial Information. Definitions of Non-GAAP Financial Measures (1) Net earnings from operations is defined as net earnings before restructuring costs, debt settlement costs and asset impairment charges and taxes thereon. (2) Restructuring costs are defined as costs incurred to implement a fundamental and material change to the operating and/or management structures of the Company. Restructuring costs may include severance costs, professional fees, travel costs and other incremental costs directly associated with the restructuring activities. (3) Debt settlement costs are defined as costs incurred to retire all, or a portion of, an existing debt facility before its scheduled maturity date. Debt settlement costs may include penalties, premiums, professional fees and other incremental costs directly associated with the debt settlement activities. (4) Basic net earnings from operations per share is defined as net earnings from operations divided by the weighted average number of shares outstanding for the period. (5) Diluted net earnings from operations per share is defined as net earnings from operations divided by the diluted average number of shares for the period. (6) Cash flow is defined as cash flow from operations as prescribed by Canadian GAAP, but excluding the impact of changes in non-cash working capital. (7) Total net debt is defined as total debt less cash and cash equivalents. Summary financial data - U.S. Dollars Certain summary financial data from the April 30, 2004 Unaudited Condensed Consolidated Financial Information has been translated into U.S. dollars. This translation is included solely as supplemental information for the convenience of the reader. The data has been translated at the exchange rate at April 30, 2004 of $1.3707 (equal sign) U.S. $1.00. Financial Highlights (in millions of U.S. dollars, except per share amounts) ------------------------------------------------------------------------- Three Months Ended Year Ended ------------------------------- April 30, April 30, 2004 2004 (Restated(7)) (Unaudited) (Unaudited) ------------------------------------------------------------------------- Revenue $ 159.3 $ 535.3 Consolidated Segment EBITDA(8) 26.5 90.0 Net earnings from operations(9) 27.4 60.3 Net earnings 18.5 46.5 Cash flow(9) 11.6 48.1 Per share information Net earnings from operations(9): Basic $ 1.31 $ 2.92 Diluted 1.20 2.68 Net earnings: Basic $ 0.89 $ 2.25 Diluted 0.82 2.06 ------------------------------------------------------------------------- ------------------------------------------------------------------------- --------------------- (7) See Note 3 to the Unaudited Condensed Consolidated Financial Information. (8) See "Review of Segment Revenue and Segment EBITDA" in Management's Discussion and Analysis. (9) See definition under "Non-GAAP Financial Measures" in Management's Discussion and Analysis. CHC HELICOPTER CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands of Canadian dollars) Incorporated under the laws of Canada As at (Restated Note 3) April 30, April 30, 2004 2003 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Assets Current assets Cash and cash equivalents $ 67,093 $ 58,104 Receivables 193,728 139,587 Future income tax assets 18,955 11,001 Inventory 267,568 214,656 Prepaid expenses 12,123 7,559 ----------- ----------- 559,467 430,907 Property and equipment, net 680,613 537,318 Investments 49,728 21,043 Other assets 177,557 138,425 Future income tax assets 47,358 17,877 ----------- ----------- $1,514,723 $1,145,570 ----------- ----------- ----------- ----------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Liabilities and shareholders' equity Current liabilities Payables and accruals $ 200,404 $ 138,390 Dividends payable 5,194 - Income taxes payable 6,328 3,532 Future income tax liabilities 2,212 - Current portion of debt obligations 38,046 20,369 ----------- ----------- 252,184 162,291 Long-term debt 133,305 139,374 Senior subordinated notes 342,675 151,111 Subordinated debentures - 10,414 Other liabilities 143,951 59,299 Future income tax liabilities 180,896 210,036 Shareholders' equity 461,712 413,045 ----------- ----------- $1,514,723 $1,145,570 ----------- ----------- ----------- ----------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes CHC HELICOPTER CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (in thousands of Canadian dollars, except per share amounts) Three Months Ended Year Ended ----------------------------------------------- ----------------------------------------------- (Restated (Restated Note 3) Note 3) April 30, April 30, April 30, April 30, 2004 2003 2004 2003 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Revenue $ 218,386 $ 174,610 $ 733,650 $ 718,313 Operating expenses 182,128 138,398 610,329 577,028 ----------- ----------- ----------- ----------- Earnings before undernoted items 36,258 36,212 123,321 141,285 Amortization (7,825) (6,011) (25,922) (22,585) Gain on disposals of assets 1,316 2,842 3,307 2,413 Financing charges (7,785) (8,467) (29,510) (34,878) Equity in earnings (losses) of associated companies 68 (611) 3,925 2,340 Asset impairment charge - (12,811) - (12,811) Restructuring and debt settlement costs (19,192) - (28,897) (12,464) ----------- ----------- ----------- ----------- Earnings before income taxes 2,840 11,154 46,224 63,300 Income tax recovery 22,581 11,576 17,452 2,165 ----------- ----------- ----------- ----------- Net earnings $ 25,421 $ 22,730 $ 63,676 $ 65,465 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Earnings per share Basic $ 1.22 $ 1.09 $ 3.08 $ 3.16 Diluted $ 1.12 $ 1.01 $ 2.83 $ 2.92 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes CHC HELICOPTER CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (in thousands of Canadian dollars, except per share amounts) Year Ended April 30, April 30, 2004 2003 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Retained earnings, beginning of year as originally stated $ 177,862 $ 115,745 Prior period adjustment (Note 3) (1,186) (518) ----------- ----------- Retained earnings beginning of year, as restated 176,676 115,227 Net earnings 63,676 65,465 Dividends (10,486) (4,016) ----------- ----------- Retained earnings, end of period 229,866 176,676 Capital stock 238,428 236,962 Contributed surplus 3,291 3,291 Foreign currency translation adjustment (9,873) (3,884) ----------- ----------- Total shareholders' equity $ 461,712 $ 413,045 ----------- ----------- ----------- ----------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Dividends per participating voting share $ 0.50 $ 0.20 ----------- ----------- ----------- ----------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes CHC HELICOPTER CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands of Canadian dollars) Three Months Ended Year Ended ----------------------------------------------- ----------------------------------------------- (Restated (Restated Note 3) Note 3) April 30, April 30, April 30, April 30, 2004 2003 2004 2003 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating activities Net earnings $ 25,421 $ 22,730 $ 63,676 $ 65,465 Non-operating items and items not involving cash (9,481) (16,805) 2,213 16,285 ----------- ----------- ----------- ----------- Cash flow 15,940 5,925 65,889 81,750 Change in non-cash working capital (2,036) (9,898) (36,165) (19,094) ----------- ----------- ----------- ----------- Cash flow from operations 13,904 (3,973) 29,724 62,656 ----------- ----------- ----------- ----------- Financing activities Change in debt and debt settlement cost 131,485 (17,860) 116,978 (132,302) Deferred financing costs (12,775) - (13,200) - Capital stock issued 891 268 3,289 596 Dividends paid (2,656) - (5,291) (4,016) ----------- ----------- ----------- ----------- 116,945 (17,592) 101,776 (135,722) ----------- ----------- ----------- ----------- Investing activities Capital asset additions (44,664) (13,944) (128,284) (54,011) Proceeds from disposals 42,481 45,442 126,898 74,865 Aircraft deposits (3,325) (408) (23,574) (6,730) Investment in subsidiaries, net of cash acquired (97,353) - (97,353) - Other (3,703) (2,803) (1,945) 2,491 ----------- ----------- ----------- ----------- (106,564) 28,287 (124,258) 16,615 ----------- ----------- ----------- ----------- Effect of exchange rate changes on cash and cash equivalents 551 (1,550) 1,747 1,717 ----------- ----------- ----------- ----------- Change in cash and cash equivalents during the period 24,836 5,172 8,989 (54,734) Cash and cash equivalents, beginning of period 42,257 52,932 58,104 112,838 ----------- ----------- ----------- ----------- Cash and cash equivalents, end of year period $ 67,093 $ 58,104 $ 67,093 $ 58,104 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes ------------------------------------------------------------------------- ------------------------------------------------------------------------- CHC Helicopter Corporation Notes to the Unaudited Condensed Consolidated Financial Information For the periods ended April 30, 2004 and 2003 (Tabular amounts in thousands) 1. Basis of presentation The Unaudited Condensed Consolidated Financial Information ("Consolidated Financial Information"), includes the accounts of CHC Helicopter Corporation and its direct and indirect controlled subsidiaries (collectively, the "Company"). This Consolidated Financial Information has been prepared in accordance with Canadian GAAP. Not all disclosures required by Canadian GAAP for annual financial statements are presented and thus the Consolidated Financial Information should be read in conjunction with the Annual Audited Consolidated Financial Statements. In the opinion of management, any adjustments considered necessary for a fair presentation have been included. This Consolidated Financial Information follows the same accounting policies and methods of application as the most recent Annual Audited Consolidated Financial Statements for the fiscal year ended April 30, 2003. ------------------------------------------------------------------------- ------------------------------------------------------------------------- 2. Comparative figures Certain comparative figures have been reclassified to conform to the current period's presentation. ------------------------------------------------------------------------- ------------------------------------------------------------------------- 3. Prior period of adjustment During fiscal 2004, Norwegian tax authorities assessed commodity tax on certain of the Company's transactions including aircraft fuel recharged to customers and inter-company management fees. The assessment related to fiscal years 1997 to 2004. The commodity tax assessed for fiscal years prior to 2004 has resulted in a restatement of the Company's comparative financial statements. The impact of the assessment on the fiscal 2003 financial statements was a reduction in opening retained earnings of $0.5 million, a decrease in net earnings of $0.7 million, and an increase in current liabilities of $1.2 million. ------------------------------------------------------------------------- ------------------------------------------------------------------------- 4. Segment information The Company's operations are segregated into six reportable segments. The segments are European flying operations, international flying operations, Schreiner, Astec repair and overhaul operations, composites manufacturing and corporate and other. Three Months Ended April 30, 2004 --------------------------------------------------------------- Astec repair Corporate European Int'l and Compo- and flying flying Schreiner overhaul sites other Total --------- -------- -------- -------- -------- -------- -------- Total revenue $113,715 $ 55,283 $ 39,164 $ 53,534 $ 2,377 $ 3,885 $267,958 Less: Inter- segment revenues 4,348 2,821 - 38,414 104 3,885 49,572 --------- -------- -------- -------- -------- -------- -------- Revenue from external customers 109,367 52,462 39,164 15,120 2,273 - 218,386 Operating expenses 91,008 44,967 35,883 4,931 2,478 2,861 182,128 --------- -------- -------- -------- -------- -------- -------- Segment EBITDA $ 18,359 $ 7,495 $ 3,281 $ 10,189 $ (205)$ (2,861) 36,258 --------- -------- -------- -------- -------- -------- --------- -------- -------- -------- -------- -------- Amort- ization (7,825) Gain on disposals of assets 1,316 Financing charges (7,785) Equity in earnings of associated companies 68 Restructuring and debt settlement costs (19,192) -------- Earnings before income taxes 2,840 Income tax recovery 22,581 -------- Net earnings $ 25,421 -------- -------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Notes: 1. Segment EBITDA is defined as segment earnings before amortization, gain (losses) on disposals of assets, financing charges, equity in earnings (losses) of associated companies, asset impairment charge, restructuring and debt settlement costs, and income taxes. 2. Europe - includes flying operations in the U.K., Norway, Ireland and Denmark. 3. International - includes operations in Australia, Africa and Asia and offshore work in eastern Canada and in other locations around the world. 4. Schreiner - includes flying operations primarily in the Netherlands, Africa and Asia and includes other ancillary businesses including aircraft parts sales and fixed wing repair and overhaul. 5. Repair and overhaul - includes helicopter repair and overhaul operations based in Stavanger, Norway and Aberdeen, Scotland. 6. Composites - includes composite and metal aviation component manufacturing operations in Canada. 7. Corporate and other - includes corporate head office activities and applicable consolidation eliminations. Three Months Ended April 30, 2003 ----------------------------------------------------------- Astec repair Corporate European Int'l and Compo- and flying flying overhaul sites other Total -------- -------- -------- -------- -------- -------- Total revenue $112,143 $ 51,169 $ 50,020 $ 2,419 $ 3,463 $219,214 Less: Inter-segment revenues 4,579 3,151 33,411 - 3,463 44,604 -------- -------- -------- -------- -------- -------- Revenue from external customers 107,564 48,018 16,609 2,419 - 174,610 Operating expenses 88,796 35,698 7,147 2,262 4,495 138,398 -------- -------- -------- -------- -------- -------- Segment EBITDA $ 18,768 $ 12,320 $ 9,462 $ 157 $ (4,495) 36,212 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Amortization (6,011) Gain on disposals of assets 2,842 Financing charges (8,467) Equity in losses of associated companies (611) Asset impairment charge (12,811) -------- Earnings before income taxes 11,154 Income tax recovery 11,576 -------- Net earnings $ 22,730 -------- -------- Year Ended April 30, 2004 --------------------------------------------------------------- Astec repair Corporate European Int'l and Compo- and flying flying Schreiner overhaul sites other Total -------- -------- -------- -------- -------- -------- -------- Total revenue $453,788 $202,820 $ 39,165 $193,609 $ 7,258 $ 13,577 $910,217 Less: Inter- segment revenues 16,157 11,047 - 135,490 296 13,577 176,567 -------- -------- -------- -------- -------- -------- -------- Revenue from external customers 437,631 191,773 39,165 58,119 6,962 - 733,650 Operating expenses 368,148 164,261 35,884 16,891 9,006 16,139 610,329 -------- -------- -------- -------- -------- -------- -------- Segment EBITDA $ 69,483 $ 27,512 $ 3,281 $ 41,228 $ (2,044)$(16,139) 123,321 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Amortization (25,922) Gain on disposals of assets 3,307 Financing charges (29,510) Equity in earnings of associated companies 3,925 Restructuring and debt settlement costs (28,897) -------- Earnings before income taxes 46,224 Income tax recovery 17,452 -------- Net earnings $ 63,676 -------- -------- Year Ended April 30, 2003 ----------------------------------------------------------- Astec repair Corporate European Int'l and Compo- and flying flying overhaul sites other Total -------- -------- -------- -------- -------- -------- Total revenue $481,452 $197,686 $204,850 $ 6,426 $ 13,852 $904,266 Less: Inter-segment revenues 17,338 12,902 141,861 - 13,852 185,953 -------- -------- -------- -------- -------- -------- Revenue from external customers 464,114 184,784 62,989 6,426 - 718,313 Operating expenses 375,500 144,917 25,599 9,601 21,411 577,028 -------- -------- -------- -------- -------- -------- Segment EBITDA $ 88,614 $ 39,867 $ 37,390 $ (3,175) $(21,411) 141,285 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Amortization (22,585) Gain on disposals of assets 2,413 Financing charges (34,878) Equity in earnings of associated companies 2,340 Asset impairment charge (12,811) Debt settlement costs (12,464) -------- Earnings before income taxes 63,300 Income tax provision 2,165 -------- Net earnings $ 65,465 -------- -------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- DATASOURCE: CHC Helicopter Corporation CONTACT: Jo Mark Zurel, Senior Vice-President & Chief Financial Officer,(709) 570-0567; Derrick Sturge, Vice-President, Finance & Corporate Secretary, (709) 570-0713; Chris Flanagan, Director of Communications, (709) 570-0749; If you wish to be removed or included on the Company's distribution list, please call (709) 570-0749 or email .

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