Bristow Group Inc. (NYSE: VTOL) today reported net income
attributable to the Company of $71.5 million, or $5.16 per diluted
share, for its first quarter ended June 30, 2020 (“current
quarter”) on operating revenues of $261.5 million compared to net
income attributable to the Company of $291.7 million, or a loss of
$1.26 per diluted share, for the quarter ended March 31, 2020
(“preceding quarter”) on operating revenues of $274.4
million. The net income in the preceding quarter resulted in
a net loss per diluted share due to the dilutive effect of
preferred stock; the preferred stock was eliminated upon closing of
the Merger.
After the closing of the business combination
between Bristow Group Inc. and Era Group Inc. (the "Merger") on
June 11, 2020, the current quarter includes 19 days of operating
results from legacy Era Group Inc. The preceding quarter and prior
periods only include operating results of legacy Bristow Group
Inc.
Earnings before interest, taxes, depreciation
and amortization (“EBITDA”) was $97.0 million in the current
quarter compared to $310.1 million in the preceding quarter.
EBITDA adjusted to exclude special items and gains or losses on
asset dispositions was $46.0 million in the current quarter
compared to $21.5 million in the preceding quarter. The following
table provides a bridge between EBITDA, Adjusted EBITDA and
Adjusted EBITDA excluding gains or losses on asset dispositions.
See Reconciliation of Non-GAAP Metrics for a reconciliation of net
income, the most directly comparable GAAP measure, to EBITDA and
Adjusted EBITDA.
|
|
Three Months Ended, |
|
|
June 30, 2020 |
|
March 31, 2020 |
EBITDA |
|
$ |
96,974 |
|
|
$ |
310,103 |
|
Special items: |
|
|
|
|
Loss on impairment |
|
$ |
19,233 |
|
|
$ |
9,591 |
|
Merger-related costs |
|
17,420 |
|
|
6,012 |
|
PBH intangible amortization |
|
5,136 |
|
|
5,478 |
|
Organizational restructuring costs |
|
3,011 |
|
|
7,437 |
|
Early extinguishment of debt fees |
|
615 |
|
|
— |
|
Change in fair value of preferred stock derivative liability |
|
(15,416 |
) |
|
(317,455 |
) |
Bargain purchase gain |
|
(75,433 |
) |
|
— |
|
|
|
$ |
(45,434 |
) |
|
$ |
(288,937 |
) |
Adjusted EBITDA |
|
$ |
51,540 |
|
|
$ |
21,166 |
|
(Gains) losses on asset dispositions, net |
|
(5,522 |
) |
|
297 |
|
Adjusted EBITDA excluding
asset dispositions |
|
$ |
46,018 |
|
|
$ |
21,463 |
|
"I thank and commend the entire Bristow team for
their focus and dedication to successfully close the merger during
these unprecedented times, all while continuing to deliver safe,
reliable and uninterrupted service to our valued customers," said
Chris Bradshaw, President and Chief Executive Officer of Bristow.
"While the outlook for the offshore oil and gas industry appears
challenging for the foreseeable future, the timing of the merger
presents opportunities to create value by realizing cost synergies
and operational efficiencies, supporting continued positive cash
flow generation for the Company."
Sequential Quarter Results
Operating revenues in the current quarter were
$12.9 million lower compared to the preceding quarter. Operating
revenues from fixed wing services were $7.8 million lower primarily
due to lower utilization related to COVID-19. Operating revenues
from oil and gas services were $4.5 million lower primarily due to
lower utilization in our Africa region, partially offset by an
increase in revenues in our Americas region due to the Merger and
an increase in utilization in our Europe Caspian region due to the
commencement of short-term contracts. Operating revenues from U.K.
SAR services were $1.1 million lower in the current quarter
primarily due to fewer flight hours.
Operating expenses were $21.5 million lower in
the current quarter primarily due to lower personnel, fuel,
maintenance and other operating expenses related to the decrease in
activity discussed above, partially offset by an increase in lease
and insurance costs.
General and administrative expenses were $7.2
million higher in the current quarter primarily due to professional
services fees and severance costs related to the Merger in the
current quarter, partially offset by professional services fees
related to fresh-start accounting in the preceding quarter.
During the current quarter and preceding
quarter, the Company recognized losses on the impairment of its
investment in Líder Táxi Aéreo S.A. (“Líder”) of $18.7 million and
$9.6 million, respectively.
During the current quarter, the Company sold one
heavy helicopter resulting in gains of $5.5 million. There were no
significant asset dispositions in the preceding quarter.
During the current quarter, the Company
recognized losses of $2.0 million from its equity investments
compared to gains of $5.8 million in the preceding quarter. The
increased losses in the current quarter were primarily due to the
Company's investment in Lider and the absence of a dividend from a
cost-based investment which was received in the preceding
quarter.
Reorganization items incurred in the preceding
quarter related to the Company's voluntary filing for relief under
Chapter 11 of the U.S. Bankruptcy Code ("Chapter 11 Cases") and
primarily consisted of professional fees and trustee fees.
During the current quarter and preceding
quarter, the Company recognized benefits of $15.4 million and
$317.5 million, respectively, related to a decrease in the fair
value of preferred stock derivative. The preferred stock was
eliminated upon closing of the Merger.
During the current quarter, the Company
recognized a bargain purchase gain of $75.4 million related to the
Merger.
Benefit for income taxes was $7.8 million lower
in the current quarter. Benefit for income taxes in the preceding
quarter included changes in estimates in certain tax attributes as
a result of the Chapter 11 Cases.
Calendar Quarter Results
Operating revenues in the current quarter were
$55.1 million lower compared to the quarter ended June 30, 2019
(“prior year quarter”).
Operating revenues from oil and gas services
were $28.3 million lower. Operating revenues in our Africa
region were $12.8 million lower primarily due to lower
utilization. Operating revenues in our Asia Pacific region
were $11.4 million lower primarily due to the absence of revenues
from a business that was sold in the prior year quarter and lower
utilization in the current quarter. Operating revenues in our
Europe Caspian region were $6.2 million lower primarily due to
lower utilization and the weakening of the Norwegian krone and
British pound sterling relative to the U.S. dollar. These
decreases were partially offset by a $2.1 million increase in
operating revenues in our Americas region primarily due to the
Merger.
Operating revenues from fixed wing services were
$23.8 million lower in the current quarter primarily due to the
absence of revenues from Eastern Airways, which was sold during the
prior year quarter, and lower utilization in existing fixed wing
services primarily related to the impact of COVID-19.
Operating revenues from U.K. SAR services were
$3.5 million lower in the current quarter primarily due to fewer
flight hours.
Operating expenses were $67.3 million lower in
the current quarter. Lease costs were $20.5 million lower in the
current quarter primarily due to aircraft lease rejections related
to Chapter 11 during the prior year and the absence of $10.8
million in net lease return costs incurred in the prior year
quarter. Personnel, fuel, maintenance and other operating expenses
were lower primarily due to the decrease in activity discussed
above and the absence of costs related to Eastern Airways.
In the prior year quarter, the Company incurred
$13.5 million in professional services fees prior to the petition
date related to the Chapter 11 Cases.
General and administrative expenses were $18.2
million higher in the current quarter primarily due to professional
services fees and severance costs related to the Merger.
Depreciation and amortization expense decreased
by $15.0 million in the current quarter primarily due to the
revaluation of assets in connection with the Company's adoption of
fresh-start accounting.
The Company recognized a loss on the impairment
of its investment in Lider of $18.7 million during the current
quarter.
During the current quarter, the Company sold one
heavy helicopter resulting in gains of $5.5 million. During the
prior year quarter, the Company sold one medium helicopter, a fixed
wing aircraft and other equipment resulting in losses of $3.8
million.
During the current quarter, the Company
recognized losses of $2.0 million from its equity investments
compared to gains of $2.3 million in the prior year quarter. The
losses in the current quarter were primarily due to increased
losses from the Company's investment in Lider, which was fully
impaired during the quarter.
Interest expense was $14.2 million lower in the
current quarter primarily due to lower debt balances.
Reorganization items incurred in the prior year
quarter related to the Chapter 11 Cases and consisted of the
write-off of debt discount, lease termination costs, professional
services fees and the write-off of deferred financing costs.
During the prior year quarter, the Company sold
two subsidiaries, Eastern Airways and Aviashelf, resulting in
losses of $46.9 million and $9.5 million, respectively.
During the current quarter, the Company
recognized a benefit of $15.4 million related to a decrease in the
fair value of preferred stock derivative. The preferred stock
was eliminated upon closing of the Merger.
During the current quarter, the Company
recognized a bargain purchase gain of $75.4 million related to the
Merger.
The Company’s effective tax rate was (4.8)% in
the current quarter compared to 8.4% in the prior year quarter. The
change in the Company’s effective tax rate primarily related to
changes in the blend of earnings, releases of valuation allowances
on the Company’s net operating losses and nondeductible
professional fees related to the Merger.
Liquidity
As of June 30, 2020, the Company had $259.9
million of unrestricted cash and $38.8 million of remaining
availability under its amended asset-backed revolving credit
facility (the “ABL Facility”) for total liquidity of $298.7
million. Borrowings under the amended ABL Facility are subject to
certain conditions and requirements.
Recent Developments
The Company initiated a partial dissolution process to exit its
equity investment in Lider. As a result of this process, the
Company will no longer be a shareholder of Líder as of August 30,
2020. The amount payable to the Company for its equity
interests will be governed by the partial dissolution process set
forth under the Brazilian Constitution.
Conference Call
Management will conduct a conference call
starting at 10:00 a.m. ET (9:00 a.m. CT) on Friday, August 7,
2020, to review the results for the first quarter ended
June 30, 2020. The conference call can be accessed as
follows:
All callers will need to reference the access
code 1268149.
Within the U.S.: Operator Assisted
Toll-Free Dial-In Number: (800) 353-6461
Outside the U.S.: Operator Assisted
International Dial-In Number: (334) 323-0501
Replay
A telephone replay will be available through
August 21, 2020 by dialing 888-203-1112 and utilizing the access
code above. An audio replay will also be available on the
Company’s website at www.bristowgroup.com shortly after the call
and will be accessible through August 21, 2020. The accompanying
investor presentation will be available on August 7, 2020 on
Bristow's website at www.bristowgroup.com.
For additional information concerning Bristow,
contact Grant Newman at (713) 369-4692 or visit Bristow Group’s
website at https://ir.bristowgroup.com/.
About Bristow Group
Bristow Group Inc. is the leading global
provider of innovative vertical flight solutions. Bristow primarily
provides aviation services to a broad base of major integrated,
national and independent offshore energy companies. Bristow
provides commercial search and rescue (“SAR”) services in several
countries and public sector SAR services in the United Kingdom
(“U.K.”) on behalf of the Maritime & Coastguard Agency (“MCA”).
Additionally, the Company also offers ad hoc helicopter and fixed
wing transportation services. Bristow's customers charter its
helicopters primarily to transport personnel between onshore bases
and offshore production platforms, drilling rigs and other
installations. To a lesser extent, Bristow's customers also charter
its helicopters to transport time-sensitive equipment to these
offshore locations.
Bristow's core business of providing aviation
services to leading global oil and gas companies and public and
private sector SAR services, as well as fixed wing transportation
and ad hoc services, provides it with geographic and customer
diversity which helps mitigate risks associated with a single
market or customer. Bristow currently has customers in Australia,
Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria,
Norway, Spain, Suriname, Trinidad, the U.K. and the U.S.
Forward-Looking Statements
Disclosure
This press release contains “forward-looking
statements.” Forward-looking statements give Bristow Group Inc.’s
(the “Company”) current expectations or forecasts of future events.
Forward-looking statements generally can be identified by the use
of forward-looking terminology such as “may,” “will,” “expect,”
“intend,” “estimate,” “anticipate,” “believe,” “project,” or
“continue,” or other similar words. These statements are made under
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, reflect management’s current views with
respect to future events and therefore are subject to significant
risks and uncertainties, both known and unknown. The Company’s
actual results may vary materially from those anticipated in
forward-looking statements. The Company cautions investors not to
place undue reliance on any forward-looking statements.
Forward-looking statements speak only as of the
date of the document in which they are made. The Company disclaims
any obligation or undertaking to provide any updates or revisions
to any forward-looking statement to reflect any change in the
Company’s expectations or any change in events, conditions or
circumstances on which the forward-looking statement is based that
occur after the date hereof. Risks that may affect forward-looking
statements include, but are not necessarily limited to, those
relating to: the COVID-19 pandemic and related economic
repercussions have resulted, and may continue to result, in a
decrease in the price of and demand for oil, which has caused, and
may continue to cause, a decrease in the demand for our services;
expected cost synergies and other benefits of the merger (the
“Merger”) of the entity formerly known as Bristow Group Inc. (“Old
Bristow”) and Era Group Inc.(“Era”) might not be realized within
the expected time frames, might be less than projected or may not
be realized at all; the ability to successfully integrate the
operations, accounting and administrative functions of Era and Old
Bristow; managing a significantly larger company than before the
completion of the Merger; diversion of management time on issues
related to integration of the companies; the increase in
indebtedness as a result of the Merger; operating costs, customer
loss and business disruption following the Merger, including,
without limitation, difficulties in maintaining relationships with
employees and customers, may be greater than expected; our reliance
on a limited number of customers and the reduction of our customer
base as a result of bankruptcies or consolidation; risks inherent
in operating helicopters; the Company’s ability to maintain an
acceptable safety record and level of reliability; the impact of
increased U.S. and foreign government regulation and legislation,
including potential government implemented moratoriums on drilling
activities; the impact of a grounding of all or a portion of the
Company’s fleet for extended periods of time or indefinitely on the
Company’s business, including its operations and ability to service
customers, results of operations or financial condition and/or the
market value of the affected helicopters; the Company’s ability to
successfully expand into other geographic and aviation service
markets; risks associated with political instability, governmental
action, war, acts of terrorism and changes in the economic
condition in any foreign country where the Company does business,
which may result in expropriation, nationalization, confiscation or
deprivation of the Company’s assets or result in claims of a force
majeure situation; the impact of declines in the global economy and
financial markets; the impact of fluctuations in foreign currency
exchange rates on the Company’s asset values and cost to purchase
helicopters, spare parts and related services; risks related to
investing in new lines of aviation service without realizing the
expected benefits; risks of engaging in competitive processes or
expending significant resources for strategic opportunities, with
no guaranty of recoupment; the Company’s reliance on a limited
number of helicopter manufacturers and suppliers; the Company’s
ongoing need to replace aging helicopters; the Company’s reliance
on the secondary helicopter market to dispose of used helicopters
and parts; information technology related risks; the impact of
allocation of risk between the Company and its customers; the
liability, legal fees and costs in connection with providing
emergency response services; adverse weather conditions and
seasonality; risks associated with the Company’s debt structure;
the Company’s counterparty credit risk exposure; the impact of
operational and financial difficulties of the Company’s joint
ventures and partners and the risks associated with identifying and
securing joint venture partners when needed; conflict with the
other owners of the Company’s non-wholly owned subsidiaries and
other equity investees; adverse results of legal proceedings; risks
associated with significant increases in fuel costs; the Company’s
ability to obtain insurance coverage and the adequacy and
availability of such coverage; the possibility of labor problems;
the attraction and retention of qualified personnel; restrictions
on the amount of foreign ownership of the Company’s common stock;
and various other matters and factors, many of which are beyond the
Company’s control. You should not place undue reliance on our
forward-looking statements because the matters they describe are
subject to known and unknown risks, uncertainties and other
unpredictable factors, many of which are beyond our control. Our
forward-looking statements are based on the information currently
available to us and speak only as of the date hereof. New risks and
uncertainties arise from time to time, and it is impossible for us
to predict these matters or how they may affect us. We have
included important factors in the section entitled “Risk Factors”
in the Company’s joint proxy and consent solicitation
statement/prospectus (File No. 333-237557), filed with the United
States Securities and Exchange Commission (the “SEC”) on May 5,
2020 and the Company’s Quarterly Report on Form 10-Q for the
Quarter ended June 30, 2020, which we believe over time, could
cause our actual results, performance or achievements to differ
from the anticipated results, performance or achievements that are
expressed or implied by our forward-looking statements. You should
consider all risks and uncertainties disclosed in the Proxy
Statement and in our filings with the SEC, all of which are
accessible on the SEC’s website at www.sec.gov.
|
|
BRISTOW GROUP INC.CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS(unaudited, in thousands,
except share and per share amounts |
|
|
Successor |
|
|
Predecessor |
|
|
Three Months Ended June 30, 2020 |
|
Three Months Ended March 31, 2020 |
|
|
Three Months Ended June 30, 2019 |
Revenue: |
|
|
|
|
|
|
|
Operating revenue |
|
$ |
261,508 |
|
|
$ |
274,403 |
|
|
|
$ |
316,576 |
|
Reimbursable revenue |
|
8,685 |
|
|
10,436 |
|
|
|
16,600 |
|
Total revenues |
|
270,193 |
|
|
284,839 |
|
|
|
333,176 |
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
Operating |
|
190,436 |
|
|
211,896 |
|
|
|
257,759 |
|
Reimbursable expense |
|
8,648 |
|
|
9,976 |
|
|
|
16,134 |
|
Pre-petition restructuring charges |
|
— |
|
|
— |
|
|
|
13,476 |
|
General and administrative |
|
52,943 |
|
|
45,737 |
|
|
|
34,770 |
|
Depreciation and amortization |
|
16,356 |
|
|
16,312 |
|
|
|
31,339 |
|
Total costs and expenses |
|
268,383 |
|
|
283,921 |
|
|
|
353,478 |
|
|
|
|
|
|
|
|
|
Loss on impairment |
|
(19,233 |
) |
|
(9,591 |
) |
|
|
— |
|
Gain (loss) on asset dispositions |
|
5,522 |
|
|
(297 |
) |
|
|
(3,787 |
) |
Earnings (losses) from unconsolidated affiliates, net |
|
(1,978 |
) |
|
5,763 |
|
|
|
2,347 |
|
Operating loss |
|
(13,879 |
) |
|
(3,207 |
) |
|
|
(21,742 |
) |
|
|
|
|
|
|
|
|
Interest income |
|
262 |
|
|
460 |
|
|
|
387 |
|
Interest expense |
|
(12,504 |
) |
|
(13,290 |
) |
|
|
(26,708 |
) |
Reorganization items, net |
|
— |
|
|
(7,232 |
) |
|
|
(76,356 |
) |
Loss on sale of subsidiaries |
|
— |
|
|
— |
|
|
|
(56,303 |
) |
Change in fair value of preferred stock derivative liability |
|
15,416 |
|
|
317,455 |
|
|
|
— |
|
Bargain purchase gain |
|
75,433 |
|
|
— |
|
|
|
— |
|
Other income (expense), net |
|
3,386 |
|
|
(13,685 |
) |
|
|
(3,873 |
) |
Total other income |
|
81,993 |
|
|
283,708 |
|
|
|
(162,853 |
) |
Income before benefit for income
taxes |
|
68,114 |
|
|
280,501 |
|
|
|
(184,595 |
) |
Benefit for income taxes |
|
3,290 |
|
|
11,118 |
|
|
|
15,507 |
|
Net income |
|
71,404 |
|
|
291,619 |
|
|
|
(169,088 |
) |
Net loss attributable to noncontrolling interests |
|
73 |
|
|
121 |
|
|
|
(158 |
) |
Net income attributable to
Bristow Group Inc |
|
$ |
71,477 |
|
|
$ |
291,740 |
|
|
|
$ |
(169,246 |
) |
|
|
|
|
|
|
|
|
Basic earnings (loss) per common
share |
|
$ |
18.41 |
|
|
$ |
24.59 |
|
|
|
$ |
(4.71 |
) |
Diluted earnings (loss) per
common share |
|
$ |
5.16 |
|
|
$ |
(1.26 |
) |
|
|
$ |
(4.71 |
) |
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding, basic |
|
11,102,611 |
|
|
11,235,544 |
|
|
|
35,918,916 |
|
Weighted average common shares
outstanding, diluted |
|
38,988,528 |
|
|
20,451,896 |
|
|
|
35,918,916 |
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
96,974 |
|
|
$ |
310,103 |
|
|
|
$ |
(126,548 |
) |
Adjusted EBITDA |
|
$ |
51,540 |
|
|
$ |
21,166 |
|
|
|
$ |
32,047 |
|
Adjusted EBITDA excluding
asset dispositions |
|
$ |
46,018 |
|
|
$ |
21,463 |
|
|
|
$ |
35,834 |
|
|
BRISTOW GROUP INC.REVENUES BY LINE OF
SERVICE(unaudited, in thousands) |
|
|
Successor |
|
|
Predecessor |
|
|
Three Months Ended June 30, 2020 |
|
Three Months Ended March 31, 2020 |
|
|
Three Months Ended June 30, 2019 |
Oil and gas: |
|
|
|
|
|
|
|
Europe Caspian |
|
$ |
105,724 |
|
|
$ |
105,105 |
|
|
|
$ |
111,891 |
|
Americas |
|
58,160 |
|
|
57,920 |
|
|
|
56,036 |
|
Africa |
|
30,015 |
|
|
35,032 |
|
|
|
42,835 |
|
Asia Pacific |
|
2,703 |
|
|
3,027 |
|
|
|
14,152 |
|
Total oil and gas |
|
196,602 |
|
|
201,084 |
|
|
|
224,914 |
|
UK SAR Services |
|
52,622 |
|
|
53,753 |
|
|
|
56,079 |
|
Fixed Wing Services |
|
11,559 |
|
|
19,336 |
|
|
|
35,318 |
|
Other |
|
725 |
|
|
230 |
|
|
|
265 |
|
|
|
$ |
261,508 |
|
|
$ |
274,403 |
|
|
|
$ |
316,576 |
|
|
FLIGHT HOURS BY LINE OF
SERVICE(unaudited) |
|
|
Successor |
|
|
Predecessor |
|
|
Three Months Ended June 30, 2020 |
|
Three Months Ended March 31, 2020 |
|
|
Three Months Ended June 30, 2019 |
Oil and gas: |
|
|
|
|
|
|
|
Europe Caspian |
|
12,476 |
|
|
13,121 |
|
|
|
16,608 |
|
Americas |
|
5,169 |
|
|
7,014 |
|
|
|
9,167 |
|
Africa |
|
1,457 |
|
|
3,426 |
|
|
|
4,793 |
|
Asia Pacific |
|
85 |
|
|
206 |
|
|
|
1,032 |
|
Total oil and gas |
|
19,187 |
|
|
23,767 |
|
|
|
31,600 |
|
UK SAR Services |
|
2,169 |
|
|
2,153 |
|
|
|
2,430 |
|
Fixed Wing Services |
|
2,164 |
|
|
3,085 |
|
|
|
3,701 |
|
|
|
23,520 |
|
|
29,005 |
|
|
|
37,731 |
|
|
|
BRISTOW GROUP INC.CONDENSED CONSOLIDATED
BALANCE SHEETS(in
thousands) |
|
|
Successor |
|
|
Predecessor |
|
|
June 30, 2020 |
|
March 31, 2020 |
|
|
June 30, 2019 |
ASSETS |
|
(unaudited) |
|
|
|
|
(unaudited) |
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
263,415 |
|
|
$ |
199,121 |
|
|
|
$ |
175,768 |
|
Accounts receivable |
|
223,698 |
|
|
180,683 |
|
|
|
227,073 |
|
Inventories |
|
110,086 |
|
|
82,419 |
|
|
|
114,997 |
|
Assets held for sale |
|
33,523 |
|
|
32,401 |
|
|
|
1,675 |
|
Prepaid expenses and other current assets |
|
30,366 |
|
|
29,527 |
|
|
|
42,803 |
|
Total current assets |
|
661,088 |
|
|
524,151 |
|
|
|
562,316 |
|
Investment in unconsolidated
affiliates |
|
89,175 |
|
|
110,058 |
|
|
|
120,494 |
|
Property and equipment |
|
1,099,107 |
|
|
901,314 |
|
|
|
2,669,172 |
|
Accumulated depreciation |
|
(39,024 |
) |
|
(24,560 |
) |
|
|
(894,350 |
) |
Net property and equipment |
|
1,060,083 |
|
|
876,754 |
|
|
|
1,774,822 |
|
Right-of-use assets |
|
297,072 |
|
|
305,962 |
|
|
|
187,961 |
|
Other assets |
|
144,373 |
|
|
128,336 |
|
|
|
122,362 |
|
Total assets |
|
$ |
2,251,791 |
|
|
$ |
1,945,261 |
|
|
|
$ |
2,767,955 |
|
|
|
|
|
|
|
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable |
|
$ |
61,983 |
|
|
$ |
52,110 |
|
|
|
$ |
85,894 |
|
Accrued liabilities |
|
232,702 |
|
|
200,129 |
|
|
|
222,153 |
|
Short-term borrowings and current maturities of long-term debt |
|
63,541 |
|
|
45,739 |
|
|
|
892,092 |
|
Total current liabilities |
|
358,226 |
|
|
297,978 |
|
|
|
1,200,139 |
|
Long-term debt, less current
maturities |
|
582,264 |
|
|
515,385 |
|
|
|
75,789 |
|
Preferred stock embedded
derivative |
|
— |
|
|
286,182 |
|
|
|
— |
|
Deferred taxes |
|
48,800 |
|
|
22,775 |
|
|
|
84,075 |
|
Long-term operating lease
liabilities |
|
214,125 |
|
|
224,595 |
|
|
|
103,567 |
|
Deferred credits and other
liabilities |
|
19,196 |
|
|
22,345 |
|
|
|
30,552 |
|
Total liabilities not subject
to compromise |
|
1,222,611 |
|
|
1,369,260 |
|
|
|
1,494,122 |
|
Liabilities subject to
compromise |
|
— |
|
|
— |
|
|
|
617,991 |
|
Total liabilities |
|
1,222,611 |
|
|
1,369,260 |
|
|
|
2,112,113 |
|
|
|
|
|
|
|
|
|
Mezzanine equity |
|
— |
|
|
149,785 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Stockholders' investment |
|
|
|
|
|
|
|
Common stock |
|
303 |
|
|
1 |
|
|
|
386 |
|
Additional paid-in capital |
|
680,987 |
|
|
295,897 |
|
|
|
862,844 |
|
Retained earnings |
|
354,582 |
|
|
139,228 |
|
|
|
286,352 |
|
Accumulated other comprehensive income |
|
(6,363 |
) |
|
(8,641 |
) |
|
|
(310,627 |
) |
Treasury shares, at cost |
|
— |
|
|
— |
|
|
|
(184,796 |
) |
Total Bristow Group Inc.
stockholders' investment |
|
1,029,509 |
|
|
426,485 |
|
|
|
654,159 |
|
Noncontrolling interests |
|
(329 |
) |
|
$ |
(269 |
) |
|
|
$ |
1,683 |
|
Total stockholders'
investment |
|
1,029,180 |
|
|
$ |
426,216 |
|
|
|
$ |
655,842 |
|
Total liabilities, mezzanine
equity and stockholders' investment |
|
$ |
2,251,791 |
|
|
$ |
1,945,261 |
|
|
|
$ |
2,767,955 |
|
|
Reconciliation of Non-GAAP
Metrics
The Company’s management uses EBITDA and
Adjusted EBITDA to assess the performance and operating results of
its business. EBITDA is defined as Earnings before Interest
expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is
defined as EBITDA further adjusted for certain special items that
occurred during the reported period, as noted below. The Company
includes EBITDA and Adjusted EBITDA to provide investors with a
supplemental measure of its operating performance. Neither EBITDA
nor Adjusted EBITDA is a recognized term under generally accepted
accounting principles in the U.S. (“GAAP”). Accordingly, they
should not be used as an indicator of, or an alternative to, net
income 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 table provides a reconciliation of
net income, the most directly comparable GAAP measure, to EBITDA
and Adjusted EBITDA (in thousands).
|
|
Successor |
|
|
Predecessor |
|
|
Three Months Ended June 30, 2020 |
|
Three Months Ended March 31, 2020 |
|
|
Three Months Ended June 30, 2019 |
Net income (loss) |
|
$ |
71,404 |
|
|
$ |
291,619 |
|
|
|
$ |
(169,088 |
) |
Depreciation and amortization |
|
16,356 |
|
|
16,312 |
|
|
|
31,339 |
|
Interest expense |
|
12,504 |
|
|
13,290 |
|
|
|
26,708 |
|
Income tax (benefit) expense |
|
(3,290 |
) |
|
(11,118 |
) |
|
|
(15,507 |
) |
EBITDA |
|
$ |
96,974 |
|
|
$ |
310,103 |
|
|
|
$ |
(126,548 |
) |
Special items (1) |
|
(45,434 |
) |
|
(288,937 |
) |
|
|
158,595 |
|
Adjusted EBITDA |
|
$ |
51,540 |
|
|
$ |
21,166 |
|
|
|
$ |
32,047 |
|
(Gains) losses on asset dispositions, net |
|
(5,522 |
) |
|
297 |
|
|
|
3,787 |
|
Adjusted EBITDA excluding
asset dispositions |
|
$ |
46,018 |
|
|
$ |
21,463 |
|
|
|
$ |
35,834 |
|
(1) Special items include the following:
|
|
Successor |
|
|
Predecessor |
|
|
Three Months Ended June 30, 2020 |
|
Three Months Ended March 31, 2020 |
|
|
Three Months Ended June 30, 2019 |
Loss on impairment |
|
$ |
19,233 |
|
|
$ |
9,591 |
|
|
|
$ |
— |
|
Merger-related costs |
|
17,420 |
|
|
6,012 |
|
|
|
— |
|
PBH intangible
amortization |
|
5,136 |
|
|
5,478 |
|
|
|
— |
|
Organizational restructuring
costs |
|
3,011 |
|
|
7,437 |
|
|
|
91,448 |
|
Early extinguishment of debt
fees |
|
615 |
|
|
— |
|
|
|
— |
|
Change in fair value of
preferred stock derivative liability |
|
(15,416 |
) |
|
(317,455 |
) |
|
|
— |
|
Bargain purchase gain |
|
(75,433 |
) |
|
— |
|
|
|
— |
|
Loss on sale of
subsidiaries |
|
— |
|
|
— |
|
|
|
56,303 |
|
H225 lease return costs |
|
— |
|
|
— |
|
|
|
10,844 |
|
|
|
$ |
(45,434 |
) |
|
$ |
(288,937 |
) |
|
|
$ |
158,595 |
|
|
Pro Forma EBITDA and Pro Forma Adjusted EBITDA
reflect EBITDA and Adjusted EBITDA of legacy Bristow Group Inc. and
Era Group Inc. before the Merger, for the period beginning July 1,
2019 through June 11, 2020, plus EBITDA and Adjusted EBITDA for the
post-Merger period through June 30, 2020. The following table
provides a reconciliation of net income, the most directly
comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted
EBITDA for the twelve months ended June 30, 2020 (in
thousands).
|
|
Bristow Group Inc. |
|
Era Group Inc. |
|
Legacy Era |
|
Pro Forma |
|
|
LTM June 30, 2020 |
|
July 1, 2019 -June 11, 2020 |
|
June 12, 2020 -June 30, 2020 |
|
LTM June 30, 2020 |
Net income (loss) |
|
$ |
(452,335 |
) |
|
$ |
(28,218 |
) |
|
$ |
(4,305 |
) |
|
$ |
(484,858 |
) |
Depreciation and amortization |
|
83,677 |
|
|
35,974 |
|
|
443 |
|
|
120,094 |
|
Interest expense |
|
136,669 |
|
|
13,070 |
|
|
749 |
|
|
150,488 |
|
Income tax (benefit) expense |
|
(38,986 |
) |
|
(3,835 |
) |
|
508 |
|
|
(42,313 |
) |
EBITDA |
|
$ |
(270,975 |
) |
|
$ |
16,991 |
|
|
$ |
(2,605 |
) |
|
$ |
(256,589 |
) |
Special items (1) |
|
413,026 |
|
|
22,293 |
|
|
2,502 |
|
|
437,821 |
|
Adjusted EBITDA |
|
$ |
142,051 |
|
|
$ |
39,284 |
|
|
$ |
(103 |
) |
|
$ |
181,232 |
|
(Gains) losses on asset dispositions, net |
|
(5,095 |
) |
|
(3,674 |
) |
|
5 |
|
|
(8,764 |
) |
Adjusted EBITDA excluding
asset dispositions |
|
$ |
136,956 |
|
|
$ |
35,610 |
|
|
$ |
(98 |
) |
|
$ |
172,468 |
|
(1) Special items include the following:
|
|
Bristow Group Inc. |
|
Era Group Inc. |
|
Legacy Era |
|
Pro Forma |
|
|
LTM June 30, 2020 |
|
July 1, 2019 -June 11, 2020 |
|
June 12, 2020 -June 30, 2020 |
|
LTM June 30, 2020 |
Loss on impairment |
|
$ |
90,925 |
|
|
$ |
2,551 |
|
|
$ |
— |
|
|
$ |
93,476 |
|
Merger-related costs |
|
21,433 |
|
|
18,933 |
|
|
2,317 |
|
|
42,683 |
|
PBH intangible
amortization |
|
20,453 |
|
|
809 |
|
|
185 |
|
|
21,447 |
|
Organizational restructuring
costs |
|
555,009 |
|
|
— |
|
|
— |
|
|
555,009 |
|
Early extinguishment of debt
fees |
|
615 |
|
|
— |
|
|
— |
|
|
615 |
|
Change in fair value of
preferred stock derivative liability |
|
(199,556 |
) |
|
— |
|
|
— |
|
|
(199,556 |
) |
Bargain purchase gain |
|
(75,433 |
) |
|
— |
|
|
— |
|
|
(75,433 |
) |
Loss on sale of
subsidiaries |
|
(420 |
) |
|
— |
|
|
— |
|
|
(420 |
) |
|
|
$ |
413,026 |
|
|
$ |
22,293 |
|
|
$ |
2,502 |
|
|
$ |
437,821 |
|
|
Free Cash Flow represents the Company’s net cash
provided by operating activities plus proceeds from disposition of
property and equipment, less expenditures related to purchases of
property and equipment. Adjusted Free Cash Flow is Free Cash Flow
adjusted to exclude professional services fees and other costs paid
in relation to the Merger, fresh-start accounting and the Chapter
11 Cases. Management believes that the use of Adjusted Free
Cash Flow is meaningful as it measures the Company’s ability to
generate cash from its business after excluding cash payments for
special items. Management uses this information as an analytical
indicator to assess the Company’s liquidity and performance.
However, 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 Adjusted Free Cash Flow may differ
from the methods used by other companies to calculate their free
cash flow.
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 (in thousands).
|
|
Successor |
|
|
Predecessor |
|
|
Three Months Ended June 30, 2020 |
|
Three Months Ended March 31, 2020 |
|
|
Three Months Ended June 30, 2019 |
Net cash provided by (used in) operating activities |
|
$ |
(6,866 |
) |
|
$ |
3,932 |
|
|
|
$ |
(36,762 |
) |
Plus: Proceeds from
disposition of property and equipment |
|
11,665 |
|
|
13,640 |
|
|
|
3,204 |
|
Less: Purchases of property
and equipment |
|
2,849 |
|
|
3,973 |
|
|
|
7,439 |
|
Free Cash Flow |
|
$ |
1,950 |
|
|
$ |
13,599 |
|
|
|
$ |
(40,997 |
) |
Plus: Merger-related
costs |
|
19,743 |
|
|
1,980 |
|
|
|
— |
|
Plus: Organizational
restructuring costs |
|
4,176 |
|
|
8,574 |
|
|
|
19,084 |
|
Adjusted Free Cash Flow |
|
$ |
25,869 |
|
|
$ |
24,153 |
|
|
|
$ |
(21,913 |
) |
|
|
BRISTOW GROUP INC.FLEET
COUNT(unaudited) |
|
|
Number of
Aircraft |
|
|
|
|
Operating Aircraft |
|
|
|
|
|
|
Type |
|
Owned Aircraft |
|
Leased Aircraft |
|
Aircraft Held For Sale |
|
Consolidated Aircraft |
|
Max Pass.Capacity |
Heavy
Helicopters: |
|
|
|
|
|
|
|
|
|
|
S-92A |
|
35 |
|
|
32 |
|
|
— |
|
|
67 |
|
|
19 |
|
S-92A U.K. SAR |
|
3 |
|
|
7 |
|
|
— |
|
|
10 |
|
|
19 |
|
H225 |
|
2 |
|
|
— |
|
|
10 |
|
|
12 |
|
|
19 |
|
AW189 |
|
6 |
|
|
1 |
|
|
— |
|
|
7 |
|
|
16 |
|
AW189 U.K. SAR |
|
11 |
|
|
— |
|
|
— |
|
|
11 |
|
|
16 |
|
|
|
57 |
|
|
40 |
|
|
10 |
|
|
107 |
|
|
|
Medium
Helicopters: |
|
|
|
|
|
|
|
|
|
|
AW139 |
|
53 |
|
|
8 |
|
|
— |
|
|
61 |
|
|
12 |
|
S-76 C+/C++ |
|
40 |
|
|
— |
|
|
— |
|
|
40 |
|
|
12 |
|
S-76D |
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
|
12 |
|
B212 |
|
3 |
|
|
— |
|
|
— |
|
|
3 |
|
|
12 |
|
B412 |
|
— |
|
|
— |
|
|
2 |
|
|
2 |
|
|
13 |
|
|
|
106 |
|
|
8 |
|
|
2 |
|
|
116 |
|
|
|
Light—Twin Engine
Helicopters: |
|
|
|
|
|
|
|
|
|
|
AW109 |
|
6 |
|
|
— |
|
|
— |
|
|
6 |
|
|
7 |
|
EC135 |
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
|
6 |
|
BO 105 |
|
2 |
|
|
— |
|
|
— |
|
|
2 |
|
|
4 |
|
|
|
18 |
|
|
— |
|
|
— |
|
|
18 |
|
|
|
Light—Single Engine
Helicopters: |
|
|
|
|
|
|
|
|
|
|
AS350 |
|
17 |
|
|
— |
|
|
— |
|
|
17 |
|
|
4 |
|
AW119 |
|
13 |
|
|
— |
|
|
— |
|
|
13 |
|
|
7 |
|
B407 |
|
19 |
|
|
— |
|
|
— |
|
|
19 |
|
|
6 |
|
|
|
49 |
|
|
— |
|
|
— |
|
|
49 |
|
|
|
Fixed wing |
|
7 |
|
|
5 |
|
|
3 |
|
|
15 |
|
|
|
UAV |
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
|
|
Total |
|
237 |
|
|
55 |
|
|
15 |
|
|
307 |
|
|
|
|
The chart below presents the number of aircraft
in our fleet and their distribution among the regions of our
aviation services segment as of June 30, 2020; the number of
helicopters which we had on order or under option as of
June 30, 2020; and the percentage of operating revenue which
each of our regions provided during the current quarter.
|
|
Percentage of Current Quarter Operating
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UAV |
|
Fixed Wing |
|
|
|
|
|
Heavy |
|
Medium |
|
Light Twin |
|
Light Single |
Total |
|
Europe Caspian |
|
61 |
% |
|
75 |
|
|
12 |
|
|
— |
|
|
4 |
|
|
2 |
|
|
— |
|
|
93 |
|
|
Africa |
|
12 |
% |
|
7 |
|
|
25 |
|
|
— |
|
|
— |
|
|
— |
|
|
3 |
|
|
35 |
|
|
Americas |
|
22 |
% |
|
24 |
|
|
74 |
|
|
18 |
|
|
45 |
|
|
— |
|
|
— |
|
|
161 |
|
|
Asia Pacific |
|
5 |
% |
|
1 |
|
|
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
12 |
|
|
18 |
|
|
Total |
|
100 |
% |
|
107 |
|
|
116 |
|
|
18 |
|
|
49 |
|
|
2 |
|
|
15 |
|
|
307 |
|
|
Aircraft not
currently in fleet: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On order |
|
|
|
3 |
|
|
— |
|
|
5 |
|
|
— |
|
|
— |
|
|
3 |
|
|
11 |
|
|
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