Bristow Group Inc. (NYSE: VTOL) today reported net loss
attributable to the Company of $27.9 million, or $0.95 per diluted
share, for its second quarter ended September 30, 2020
(“current quarter”) on operating revenues of $295.7 million
compared to net income attributable to the Company of $71.5
million, or $5.16 per diluted share, for the quarter ended
June 30, 2020 (“preceding quarter”) on operating revenues of
$261.5 million.
Earnings before interest, taxes, depreciation
and amortization (“EBITDA”) was $12.6 million in the current
quarter compared to $97.0 million in the preceding quarter. EBITDA
adjusted to exclude special items and gains or losses on asset
dispositions was $54.2 million in the current quarter compared to
$44.3 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, |
|
September 30, 2020 |
|
June 30, 2020 |
EBITDA |
$ |
12,568 |
|
|
$ |
96,974 |
|
Special items: |
|
|
|
Organizational restructuring costs |
$ |
13,326 |
|
|
$ |
3,011 |
|
Loss on impairment |
17,596 |
|
|
19,233 |
|
PBH intangible amortization |
5,644 |
|
|
5,136 |
|
Merger-related costs |
4,497 |
|
|
17,420 |
|
Government grants |
(2,201 |
) |
|
(1,760 |
) |
Bargain purchase gain |
(5,660 |
) |
|
(75,433 |
) |
Early extinguishment of debt fees |
— |
|
|
615 |
|
Change in fair value of preferred stock derivative liability |
— |
|
|
(15,416 |
) |
|
$ |
33,202 |
|
|
$ |
(47,194 |
) |
Adjusted
EBITDA |
$ |
45,770 |
|
|
$ |
49,780 |
|
(Gains) losses on asset dispositions, net |
8,473 |
|
|
(5,522 |
) |
Adjusted
EBITDA excluding asset dispositions |
$ |
54,243 |
|
|
$ |
44,258 |
|
|
|
|
|
|
|
|
|
“Despite the challenging conditions in the
offshore oil and gas industry, which are likely to persist for the
next year, Bristow’s robust cash position and diversified,
resilient business model facilitated the return of capital to
shareholders via opportunistic share repurchases,” said Chris
Bradshaw, President and Chief Executive Officer of Bristow. “We
will continue to execute a capital-disciplined approach, focused on
generating positive free cash flow, protecting the balance sheet
and opportunistically returning capital to shareholders.”
Sequential Quarter Results
Operating revenues in the current quarter were
$34.2 million higher compared to the preceding quarter. Operating
revenues from oil and gas services were $19.1 million higher
primarily due to the full quarter benefit of the merger of Era
Group Inc. and Bristow Group Inc. on June 11, 2020 (“Merger”),
partially offset by a decrease in utilization in our Africa and
Europe Caspian regions. Operating revenues from fixed wing services
were $8.8 million higher primarily due to higher utilization in
Australia and the strengthening of the Australian dollar relative
to the U.S. dollar. Operating revenues from U.K. SAR services were
$4.4 million higher in the current quarter primarily due to
increased flight hours and the strengthening of the British pound
sterling relative to the U.S. dollar.
Operating expenses were $41.5 million higher in
the current quarter primarily due to the full quarter impact of the
Merger and the recognition of severance costs following the
Merger.
General and administrative expenses were $3.7
million higher in the current quarter primarily due to the full
quarter impact of the Merger.
During the current quarter, the Company sold ten
H225 heavy, nine S-76C++ medium and twelve B407 single engine
helicopters for cash proceeds of $40.5 million, resulting in losses
of $8.5 million. During the preceding quarter, the Company sold one
H225 heavy helicopter for cash proceeds of $11.7 million, resulting
in gains of $5.5 million.
During the current quarter, the Company
recognized a loss on impairment of $12.4 million related to the
write down of inventory and a loss on impairment of $5.2 million
related to helicopters that were transferred to held for sale
assets. During the preceding quarter, the Company recognized losses
on the impairment of its investment in Líder Táxi Aéreo S.A.
(“Líder”) of $18.7 million and an inventory impairment of $0.5
million. The Company ended its minority ownership interest in Líder
effective August 31, 2020.
During the current quarter, the Company
recognized gains of $1.9 million from its equity investments
compared to losses of $2.0 million in the preceding quarter. The
preceding quarter included $4.8 million of losses from the
investment in Lider.
During the preceding quarter, the Company
recognized benefits 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 and preceding
quarter, the Company recognized a bargain purchase gain of $5.7
million and $75.4 million, respectively, related to the Merger. The
current quarter gain was an adjustment to the previously calculated
excess of the fair value of legacy Era’s identified assets acquired
and liabilities assumed.
Other income, net of $10.6 million during the
current quarter was primarily due to net foreign exchange gains of
$6.9 million, a favorable interest adjustment to the Company’s
pension liability of $0.9 million and other income related to
Airnorth (government grants) of $2.7 million. Other income, net of
$3.4 million in the preceding quarter was primarily due to net
foreign exchange gains of $1.4 million, a favorable interest
adjustment to the Company’s pension liability of $0.9 million and
other income related to Airnorth (government grants) of $1.2
million.
Income tax expense was $8.6 million in the
current quarter compared to an income tax benefit of $3.3 million
in the preceding quarter. The income tax expense in the current
quarter primarily related to changes in the blend of earnings, the
tax impact of valuation allowances on the Company’s net operating
losses and deductible business interest expense.
Calendar Quarter Results
Operating revenues in the current quarter were
$9.0 million lower compared to the quarter ended September 30, 2019
(“prior year quarter”).
Operating revenues from oil and gas services
were $6.5 million lower. Operating revenues in our Europe Caspian
region were $16.0 million lower primarily due to lower utilization,
partially offset by the strengthening of the British pound sterling
relative to the U.S. dollar. Operating revenues in our Africa and
Asia Pacific regions were $19.6 million and $3.6 million lower,
respectively, primarily due to lower utilization. These decreases
were partially offset by a $32.8 million increase in operating
revenues in our Americas region due to the Merger.
Operating revenues from fixed wing services were
$7.6 million lower in the current quarter primarily due to lower
utilization.
Operating revenues from U.K. SAR services were
$2.5 million higher in the current quarter primarily due to an
increase in flight hours.
Operating expenses were $4.7 million lower in
the current quarter. Lease costs were $5.9 million lower in the
current quarter primarily due to aircraft lease rejections related
to Old Bristow’s voluntary petitions seeking relief under Chapter
11 of Title 11 of the U.S. Code (“Chapter 11”) during the prior
year quarter. Fuel, maintenance and other operating expenses were
lower primarily due to the decrease in activity discussed above.
These decreases were partially offset by an $11.5 million increase
in personnel costs primarily due to a net increase in headcount and
severance costs related to the Merger.
General and administrative expenses were $1.4
million higher in the current quarter primarily due to the impact
of the Merger.
Depreciation and amortization expense was $12.8
million lower in the current quarter primarily due to the
revaluation of assets in connection with the adoption of
fresh-start accounting.
During the current quarter, the Company
recognized a loss on impairment of $12.4 million related to the
write down of inventory and a loss on impairment of $5.2 million
related to helicopters that were transferred to held for sale
assets. During the prior year quarter, Old Bristow recognized a
loss on the impairment of H225 helicopters of $42.0 million,
goodwill impairment of $17.5 million related to Airnorth and a $2.6
million impairment of the investment in Sky Futures Partners
Limited.
During the current quarter, the Company sold ten
H225 heavy, nine S-76C++ medium and twelve B407 single engine
helicopters for cash proceeds of $40.5 million, resulting in losses
of $8.5 million.
During the current quarter, the Company
recognized gains of $1.9 million from its equity investments
compared to gains of $0.6 million in the prior year quarter.
Interest expense was $9.3 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 reorganization process.
During the current quarter, the Company
recognized a bargain purchase gain of $5.7 million related to the
Merger. The current quarter gain was an adjustment to the
previously calculated excess of the fair value of legacy Era’s
identified assets acquired and liabilities assumed.
Other income, net was $10.6 million in the
current quarter compared to other expense, net of $6.6 million in
the prior year quarter. Other income in the current quarter was
primarily due to net foreign exchange gains of $6.9 million, a
favorable interest adjustment to the Company’s pension liability of
$0.9 million and other income related to Airnorth (government
grants) of $2.7 million. Other expense, net in the prior year
quarter was primarily due to net foreign exchange losses of $5.8
million and an unfavorable interest adjustment to the Company’s
pension liability of $0.9 million.
The Company’s effective tax rate was (44.2)% in
the current quarter compared to 11.8% 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 and Capital
Allocation
As of September 30, 2020, the Company had
$301.4 million of unrestricted cash and $57.2 million of remaining
availability under its amended asset-based revolving credit
facility (the “ABL Facility”) for total liquidity of $358.6
million. Borrowings under the amended ABL Facility are subject to
certain conditions and requirements.
During the current quarter, the Company
repurchased 345,327 shares for gross consideration of $7.6 million,
representing an average purchase price of $21.93 per share.
In the current quarter, cash proceeds from
dispositions of property and equipment were $40.5 million and
purchases of property and equipment were $4.5 million, resulting in
net (proceeds from)/purchases of property and equipment (“Net
Capex”) of $(36.0) million. In the preceding quarter, cash proceeds
from dispositions of property and equipment were $11.7 million and
purchases of property and equipment were $2.8 million, resulting in
Net Capex of $(8.8) million. See Adjusted Free Cash Flow
Reconciliation for a reconciliation of Net Capex and Adjusted Free
Cash Flow.
Conference Call
Management will conduct a conference call
starting at 10:00 a.m. ET (9:00 a.m. CT) on Thursday,
November 5, 2020, to review the results for the fiscal second
quarter ended September 30, 2020. The conference call can be
accessed as follows:
All callers will need to reference the access
code 5314473.
Within the U.S.: Operator Assisted Toll-Free
Dial-In Number: (800) 367-2403
Outside the U.S.: Operator Assisted
International Dial-In Number: (334) 777-6978
Replay
A telephone replay will be available through
November 19, 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 November 19, 2020. The accompanying investor
presentation will be available on November 5, 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 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 September 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 September 30, 2020 |
|
Three Months EndedJune 30, 2020 |
|
|
Three Months EndedSeptember 30, 2019 |
Revenue: |
|
|
|
|
|
|
Operating revenue |
$ |
295,722 |
|
|
$ |
261,508 |
|
|
|
$ |
304,684 |
|
Reimbursable revenue |
8,918 |
|
|
8,685 |
|
|
|
13,536 |
|
Total revenues |
304,640 |
|
|
270,193 |
|
|
|
318,220 |
|
|
|
|
|
|
|
|
Costs and
expenses: |
|
|
|
|
|
|
Operating |
231,953 |
|
|
190,436 |
|
|
|
236,655 |
|
Reimbursable expense |
8,919 |
|
|
8,648 |
|
|
|
12,840 |
|
General and administrative |
39,268 |
|
|
35,523 |
|
|
|
37,820 |
|
Merger-related costs |
4,497 |
|
|
17,420 |
|
|
|
— |
|
Depreciation and amortization |
18,537 |
|
|
16,356 |
|
|
|
31,303 |
|
Total costs and expenses |
303,174 |
|
|
268,383 |
|
|
|
318,618 |
|
|
|
|
|
|
|
|
Loss on impairment |
(17,596 |
) |
|
(19,233 |
) |
|
|
(62,101 |
) |
Gain (loss) on asset dispositions |
(8,473 |
) |
|
5,522 |
|
|
|
(230 |
) |
Earnings (losses) from unconsolidated affiliates, net |
1,948 |
|
|
(1,978 |
) |
|
|
633 |
|
Operating
loss |
(22,655 |
) |
|
(13,879 |
) |
|
|
(62,096 |
) |
|
|
|
|
|
|
|
Interest income |
434 |
|
|
262 |
|
|
|
270 |
|
Interest expense |
(13,445 |
) |
|
(12,504 |
) |
|
|
(22,715 |
) |
Reorganization items, net |
— |
|
|
— |
|
|
|
(93,943 |
) |
Gain on sale of subsidiaries |
— |
|
|
— |
|
|
|
420 |
|
Change in fair value of preferred stock derivative liability |
— |
|
|
15,416 |
|
|
|
— |
|
Bargain purchase gain |
5,660 |
|
|
75,433 |
|
|
|
— |
|
Other income (expense), net |
10,592 |
|
|
3,386 |
|
|
|
(6,637 |
) |
Total other income (expense) |
3,241 |
|
|
81,993 |
|
|
|
(122,605 |
) |
Income
(loss) before income taxes |
(19,414 |
) |
|
68,114 |
|
|
|
(184,701 |
) |
Benefit (provision) for income taxes |
(8,578 |
) |
|
3,290 |
|
|
|
21,782 |
|
Net income
(loss) |
(27,992 |
) |
|
71,404 |
|
|
|
(162,919 |
) |
Net (income) loss attributable to noncontrolling interests |
131 |
|
|
73 |
|
|
|
(55 |
) |
Net income
(loss) attributable to Bristow Group Inc. |
$ |
(27,861 |
) |
|
$ |
71,477 |
|
|
|
$ |
(162,974 |
) |
|
|
|
|
|
|
|
Basic
earnings (loss) per common share |
$ |
(0.95 |
) |
|
$ |
18.41 |
|
|
|
$ |
(4.54 |
) |
Diluted
earnings (loss) per common share |
$ |
(0.95 |
) |
|
$ |
5.16 |
|
|
|
$ |
(4.54 |
) |
|
|
|
|
|
|
|
Weighted
average common shares outstanding, basic |
29,357,959 |
|
|
11,102,611 |
|
|
|
35,918,916 |
|
Weighted
average common shares outstanding, diluted |
29,357,959 |
|
|
38,988,528 |
|
|
|
35,918,916 |
|
|
|
|
|
|
|
|
EBITDA |
$ |
12,568 |
|
|
$ |
96,974 |
|
|
|
$ |
(130,683 |
) |
Adjusted
EBITDA |
$ |
45,770 |
|
|
$ |
49,780 |
|
|
|
$ |
27,474 |
|
Adjusted
EBITDA excluding asset dispositions |
$ |
54,243 |
|
|
$ |
44,258 |
|
|
|
$ |
27,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRISTOW
GROUP INC. REVENUES BY LINE OF SERVICE
(unaudited, in thousands) |
|
Successor |
|
|
Predecessor |
|
Three Months EndedSeptember 30, 2020 |
|
Three Months EndedJune 30, 2020 |
|
|
Three Months EndedSeptember 30, 2019 |
Oil and
gas: |
|
|
|
|
|
|
Europe Caspian |
$ |
98,495 |
|
|
$ |
105,811 |
|
|
|
$ |
114,537 |
|
Americas |
93,102 |
|
|
58,160 |
|
|
|
60,330 |
|
Africa |
21,237 |
|
|
30,015 |
|
|
|
40,855 |
|
Asia Pacific |
2,920 |
|
|
2,703 |
|
|
|
6,564 |
|
Total oil and gas |
215,754 |
|
|
196,689 |
|
|
|
222,286 |
|
UK SAR
Services |
56,978 |
|
|
52,622 |
|
|
|
54,499 |
|
Fixed Wing
Services |
20,310 |
|
|
11,472 |
|
|
|
27,891 |
|
Other |
2,680 |
|
|
725 |
|
|
|
8 |
|
|
$ |
295,722 |
|
|
$ |
261,508 |
|
|
|
$ |
304,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FLIGHT HOURS
BY LINE OF SERVICE (unaudited) |
|
Successor |
|
|
Predecessor |
|
Three Months EndedSeptember 30, 2020 |
|
Three Months EndedJune 30, 2020 |
|
|
Three Months EndedSeptember 30, 2019 |
Oil and
gas: |
|
|
|
|
|
|
Europe Caspian |
12,330 |
|
|
12,476 |
|
|
|
14,708 |
|
Americas |
10,891 |
|
|
5,169 |
|
|
|
9,370 |
|
Africa |
1,743 |
|
|
1,457 |
|
|
|
4,271 |
|
Asia Pacific |
62 |
|
|
85 |
|
|
|
264 |
|
Total oil and gas |
25,026 |
|
|
19,187 |
|
|
|
28,613 |
|
UK SAR
Services |
2,797 |
|
|
2,169 |
|
|
|
2,645 |
|
Fixed Wing
Services |
3,391 |
|
|
2,164 |
|
|
|
3,594 |
|
|
31,214 |
|
|
23,520 |
|
|
|
34,852 |
|
|
|
|
|
|
|
|
|
|
|
BRISTOW
GROUP INC. CONDENSED CONSOLIDATED BALANCE
SHEETS (in thousands) |
|
|
Successor |
|
September 30, 2020 |
|
March 31, 2020 |
ASSETS |
(unaudited) |
|
|
Current
assets: |
|
|
|
Cash and cash equivalents |
$ |
304,193 |
|
|
$ |
199,121 |
|
Accounts receivable |
216,638 |
|
|
180,683 |
|
Inventories |
99,996 |
|
|
82,419 |
|
Assets held for sale |
22,463 |
|
|
32,401 |
|
Prepaid expenses and other current assets |
29,455 |
|
|
29,527 |
|
Total current assets |
672,745 |
|
|
524,151 |
|
Investment
in unconsolidated affiliates |
89,924 |
|
|
110,058 |
|
Property and
equipment |
1,085,087 |
|
|
901,314 |
|
Accumulated depreciation |
(55,557 |
) |
|
(24,560 |
) |
Net property and equipment |
1,029,530 |
|
|
876,754 |
|
Right-of-use
assets |
281,164 |
|
|
305,962 |
|
Other
assets |
139,022 |
|
|
128,336 |
|
Total
assets |
$ |
2,212,385 |
|
|
$ |
1,945,261 |
|
|
|
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND
STOCKHOLDERS’ EQUITY |
|
|
|
Current
liabilities: |
|
|
|
Accounts payable |
$ |
62,668 |
|
|
$ |
52,110 |
|
Accrued liabilities |
224,536 |
|
|
200,129 |
|
Short-term borrowings and current maturities of long-term debt |
64,027 |
|
|
45,739 |
|
Total current liabilities |
351,231 |
|
|
297,978 |
|
Long-term
debt, less current maturities |
580,342 |
|
|
515,385 |
|
Preferred
stock embedded derivative |
— |
|
|
286,182 |
|
Deferred
taxes |
55,699 |
|
|
22,775 |
|
Long-term
operating lease liabilities |
197,888 |
|
|
224,595 |
|
Deferred
credits and other liabilities |
15,683 |
|
|
22,345 |
|
Total
liabilities not subject to compromise |
1,200,843 |
|
|
1,369,260 |
|
Liabilities
subject to compromise |
— |
|
|
— |
|
Total liabilities |
1,200,843 |
|
|
1,369,260 |
|
|
|
|
|
Redeemable
noncontrolling interests |
1,483 |
|
|
|
Mezzanine
equity |
— |
|
|
149,785 |
|
|
|
|
|
Stockholders’ investment |
|
|
|
Common stock |
303 |
|
|
1 |
|
Additional paid-in capital |
683,390 |
|
|
295,897 |
|
Retained earnings |
326,721 |
|
|
139,228 |
|
Treasury shares, at cost |
7,680 |
|
|
— |
|
Accumulated other comprehensive income |
(7,579 |
) |
|
(8,641 |
) |
Total
Bristow Group Inc. stockholders’ investment |
1,010,515 |
|
|
426,485 |
|
Noncontrolling interests |
(456 |
) |
|
$ |
(269 |
) |
Total
stockholders’ investment |
1,010,059 |
|
|
$ |
426,216 |
|
Total
liabilities, mezzanine equity and stockholders’ investment |
$ |
2,212,385 |
|
|
$ |
1,945,261 |
|
|
|
|
|
|
|
|
|
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 EndedSeptember 30, 2020 |
|
Three Months EndedJune 30, 2020 |
|
|
Three Months EndedSeptember 30, 2019 |
Net income (loss) |
$ |
(27,992 |
) |
|
$ |
71,404 |
|
|
|
$ |
(162,919 |
) |
Depreciation and amortization |
18,537 |
|
|
16,356 |
|
|
|
31,303 |
|
Interest expense |
13,445 |
|
|
12,504 |
|
|
|
22,715 |
|
Income tax (benefit) expense |
8,578 |
|
|
(3,290 |
) |
|
|
(21,782 |
) |
EBITDA |
$ |
12,568 |
|
|
$ |
96,974 |
|
|
|
$ |
(130,683 |
) |
Special items (1) |
33,202 |
|
|
(47,194 |
) |
|
|
158,157 |
|
Adjusted EBITDA |
$ |
45,770 |
|
|
$ |
49,780 |
|
|
|
$ |
27,474 |
|
(Gains) losses on asset dispositions, net |
8,473 |
|
|
(5,522 |
) |
|
|
230 |
|
Adjusted EBITDA excluding asset dispositions |
$ |
54,243 |
|
|
$ |
44,258 |
|
|
|
$ |
27,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Special items include the following:
|
Successor |
|
|
Predecessor |
|
Three Months EndedSeptember 30, 2020 |
|
Three Months EndedJune 30, 2020 |
|
|
Three Months EndedSeptember 30, 2019 |
Organizational restructuring costs |
$ |
13,326 |
|
|
$ |
3,011 |
|
|
|
$ |
2,533 |
|
Loss on
impairment |
17,596 |
|
|
19,233 |
|
|
|
62,101 |
|
PBH
intangible amortization |
5,644 |
|
|
5,136 |
|
|
|
— |
|
Merger-related costs |
4,497 |
|
|
17,420 |
|
|
|
— |
|
Government
grants(2) |
(2,201 |
) |
|
(1,760 |
) |
|
|
— |
|
Bargain
purchase gain |
(5,660 |
) |
|
(75,433 |
) |
|
|
— |
|
Early
extinguishment of debt fees |
— |
|
|
615 |
|
|
|
— |
|
Change in
fair value of preferred stock derivative liability |
— |
|
|
(15,416 |
) |
|
|
— |
|
Bankruptcy
related costs |
— |
|
|
— |
|
|
|
93,943 |
|
Loss on sale
of subsidiaries |
— |
|
|
— |
|
|
|
(420 |
) |
|
$ |
33,202 |
|
|
$ |
(47,194 |
) |
|
|
$ |
158,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
___________________________
(2) COVID-19 related government relief
grants
Pro Forma Q1 FY21
Reconciliation
Pro Forma EBITDA and Pro Forma Adjusted EBITDA
reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group
Inc. before the Merger for the period beginning April 1, 2020
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 three months ended June 30, 2020 (in thousands).
|
Old Bristow |
|
Era Group Inc. |
|
Legacy Era |
|
Pro Forma |
|
Three Months Ended June 30,
2020 |
|
April 1, 2020 - June 11, 2020 |
|
June 12 - 30, 2020 |
|
Three Months Ended June 30,
2020 |
Net income (loss) |
$ |
75,708 |
|
|
$ |
(18,059 |
) |
|
$ |
(4,305 |
) |
|
$ |
53,344 |
|
Depreciation and amortization |
15,914 |
|
|
7,818 |
|
|
443 |
|
|
24,175 |
|
Interest expense |
11,755 |
|
|
2,650 |
|
|
749 |
|
|
15,154 |
|
Income tax (benefit) expense |
(3,798 |
) |
|
(2,467 |
) |
|
508 |
|
|
(5,757 |
) |
EBITDA |
$ |
99,579 |
|
|
$ |
(10,058 |
) |
|
$ |
(2,605 |
) |
|
$ |
86,916 |
|
Special items (1) |
(49,696 |
) |
|
13,744 |
|
|
2,502 |
|
|
(33,450 |
) |
Adjusted EBITDA |
$ |
49,883 |
|
|
$ |
3,686 |
|
|
$ |
(103 |
) |
|
$ |
53,466 |
|
(Gains) losses on asset dispositions, net |
(5,527 |
) |
|
141 |
|
|
5 |
|
|
(5,381 |
) |
Adjusted EBITDA excluding asset dispositions |
$ |
44,356 |
|
|
$ |
3,827 |
|
|
$ |
(98 |
) |
|
$ |
48,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Special items include the following:
|
Old Bristow |
|
Era Group Inc. |
|
Legacy Era |
|
Pro Forma |
|
Three Months Ended June 30,
2020 |
|
April 1, 2020 - June 11, 2020 |
|
June 12 - 30, 2020 |
|
Three Months Ended June 30,
2020 |
Loss on impairments |
$ |
19,233 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
19,233 |
|
Merger-related costs |
15,103 |
|
|
13,575 |
|
|
2,317 |
|
|
30,995 |
|
PBH intangible amortization |
4,951 |
|
|
169 |
|
|
185 |
|
|
5,305 |
|
Organizational restructuring costs |
3,011 |
|
|
— |
|
|
— |
|
|
3,011 |
|
Early extinguishment of debt fees |
615 |
|
|
— |
|
|
— |
|
|
615 |
|
Government grants(2) |
(1,760 |
) |
|
— |
|
|
— |
|
|
(1,760 |
) |
Change in fair value of preferred stock derivative liability |
(15,416 |
) |
|
— |
|
|
— |
|
|
(15,416 |
) |
Bargain purchase gain |
(75,433 |
) |
|
— |
|
|
— |
|
|
(75,433 |
) |
|
$ |
(49,696 |
) |
|
$ |
13,744 |
|
|
$ |
2,502 |
|
|
$ |
(33,450 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
___________________________
(2) COVID-19 related government relief
grants
Pro Forma Q2 FY20
Reconciliation
Pro Forma EBITDA and Pro Forma Adjusted EBITDA
reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group
Inc. before the Merger. 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
three months ended September 30, 2019 (in thousands).
|
Old Bristow |
|
Era Group Inc. |
|
Pro Forma |
Net income (loss) |
$ |
(162,919 |
) |
|
$ |
(2,059 |
) |
|
$ |
(164,978 |
) |
Depreciation and amortization |
31,303 |
|
|
9,312 |
|
|
40,615 |
|
Interest expense |
22,715 |
|
|
3,464 |
|
|
26,179 |
|
Income tax (benefit) expense |
(21,782 |
) |
|
515 |
|
|
(21,267 |
) |
EBITDA |
$ |
(130,683 |
) |
|
$ |
11,232 |
|
|
$ |
(119,451 |
) |
Special items (1) |
158,157 |
|
|
396 |
|
|
158,553 |
|
Adjusted
EBITDA |
$ |
27,474 |
|
|
$ |
11,628 |
|
|
$ |
39,102 |
|
(Gains) losses on asset dispositions, net |
230 |
|
|
(754 |
) |
|
(524 |
) |
Adjusted
EBITDA excluding asset dispositions |
$ |
27,704 |
|
|
$ |
10,874 |
|
|
$ |
38,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Special items include the following:
|
Old
Bristow |
|
Era Group
Inc. |
|
Pro
Forma |
Bankruptcy related costs |
$ |
93,943 |
|
|
$ |
— |
|
|
$ |
93,943 |
|
Loss on
impairments |
62,101 |
|
|
— |
|
|
62,101 |
|
Organizational restructuring costs |
2,533 |
|
|
— |
|
|
2,533 |
|
Gain on
disposal of subsidiaries |
(420 |
) |
|
— |
|
|
(420 |
) |
Merger-related costs |
— |
|
|
182 |
|
|
182 |
|
PBH
intangible amortization |
— |
|
|
214 |
|
|
214 |
|
|
$ |
158,157 |
|
|
$ |
396 |
|
|
$ |
158,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma LTM
Reconciliation
Pro Forma EBITDA and Pro Forma Adjusted EBITDA
reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group
Inc. before the Merger for the period beginning October 1, 2019
through June 11, 2020, plus EBITDA and Adjusted EBITDA for the
post-Merger period through September 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 September 30, 2020 (in
thousands).
|
Old Bristow |
|
Era Group Inc. |
|
Legacy Era |
|
Bristow Group Inc. |
|
Pro Forma |
|
October 1, 2019 - June 30, 2020 |
|
October 1, 2019 - June 11, 2020 |
|
June 12 - 30, 2020 |
|
QTD September 30, 2020 |
|
LTM September 30, 2020 |
Net income (loss) |
$ |
(289,416 |
) |
|
$ |
(26,159 |
) |
|
$ |
(4,305 |
) |
|
$ |
(27,992 |
) |
|
$ |
(347,872 |
) |
Depreciation and amortization |
52,374 |
|
|
26,662 |
|
|
443 |
|
|
18,537 |
|
|
98,016 |
|
Interest expense |
113,954 |
|
|
9,606 |
|
|
749 |
|
|
13,445 |
|
|
137,754 |
|
Income tax (benefit) expense |
(17,204 |
) |
|
(4,350 |
) |
|
508 |
|
|
8,578 |
|
|
(12,468 |
) |
EBITDA |
$ |
(140,292 |
) |
|
$ |
5,759 |
|
|
$ |
(2,605 |
) |
|
$ |
12,568 |
|
|
$ |
(124,570 |
) |
Special items (1) |
253,109 |
|
|
21,898 |
|
|
2,502 |
|
|
33,202 |
|
|
310,711 |
|
Adjusted EBITDA |
$ |
112,817 |
|
|
$ |
27,657 |
|
|
$ |
(103 |
) |
|
$ |
45,770 |
|
|
$ |
186,141 |
|
(Gains) losses on asset dispositions, net |
(5,325 |
) |
|
(2,920 |
) |
|
5 |
|
|
8,473 |
|
|
233 |
|
Adjusted EBITDA excluding asset dispositions |
$ |
107,492 |
|
|
$ |
24,737 |
|
|
$ |
(98 |
) |
|
$ |
54,243 |
|
|
$ |
186,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Special items include the following:
|
Old Bristow |
|
Era Group Inc. |
|
Legacy Era |
|
Bristow Group Inc. |
|
Pro Forma |
|
October 1, 2019 - June 30, 2020 |
|
October 1, 2019 - June 11, 2020 |
|
June 12 - 30, 2020 |
|
QTD September 30, 2020 |
|
LTM September 30, 2020 |
Bankruptcy related costs |
$ |
454,906 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
454,906 |
|
Loss on impairments |
28,824 |
|
|
2,369 |
|
|
— |
|
|
17,596 |
|
|
48,789 |
|
Merger-related costs |
21,433 |
|
|
18,933 |
|
|
2,317 |
|
|
4,497 |
|
|
47,180 |
|
PBH intangible amortization |
20,453 |
|
|
596 |
|
|
185 |
|
|
5,644 |
|
|
26,878 |
|
Organizational restructuring costs |
3,627 |
|
|
— |
|
|
— |
|
|
13,326 |
|
|
16,953 |
|
Early extinguishment of debt fees |
615 |
|
|
— |
|
|
— |
|
|
— |
|
|
615 |
|
Government grants(2) |
(1,760 |
) |
|
— |
|
|
— |
|
|
(2,201 |
) |
|
(3,961 |
) |
Bargain purchase gain |
(75,433 |
) |
|
— |
|
|
— |
|
|
(5,660 |
) |
|
(81,093 |
) |
Change in fair value of preferred stock derivative liability |
(199,556 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(199,556 |
) |
|
$ |
253,109 |
|
|
$ |
21,898 |
|
|
$ |
2,502 |
|
|
$ |
33,202 |
|
|
$ |
310,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
___________________________
(2) COVID-19 related government relief
grants
Adjusted Free Cash Flow
Reconciliation
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 |
|
Three Months EndedSeptember 30, 2020 |
|
Three Months EndedJune 30, 2020 |
Net cash provided by (used in) operating activities |
$ |
41,857 |
|
|
$ |
(6,866 |
) |
Plus: Proceeds from disposition of property and equipment |
40,475 |
|
|
11,665 |
|
Less: Purchases of property and equipment |
(4,523 |
) |
|
(2,849 |
) |
Free Cash Flow |
$ |
77,809 |
|
|
$ |
1,950 |
|
Plus: Organizational restructuring costs |
13,326 |
|
|
4,176 |
|
Plus: Merger-related costs |
4,026 |
|
|
19,743 |
|
Less: Government grants |
(2,201 |
) |
|
(1,760 |
) |
Adjusted Free Cash Flow |
$ |
92,960 |
|
|
$ |
24,109 |
|
Net (proceeds from)/purchases of property and equipment (“Net
Capex”) |
(35,952 |
) |
|
(8,816 |
) |
Adjusted Free Cash Flow excluding Net Capex |
$ |
57,008 |
|
|
$ |
15,293 |
|
|
|
|
|
|
|
|
|
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 |
|
|
30 |
|
|
— |
|
|
65 |
|
|
19 |
|
S-92A U.K. SAR |
|
3 |
|
|
9 |
|
|
— |
|
|
12 |
|
|
19 |
|
H225 |
|
— |
|
|
— |
|
|
2 |
|
|
2 |
|
|
19 |
|
AW189 |
|
6 |
|
|
1 |
|
|
— |
|
|
7 |
|
|
16 |
|
AW189 U.K. SAR |
|
11 |
|
|
— |
|
|
— |
|
|
11 |
|
|
16 |
|
|
|
55 |
|
|
40 |
|
|
2 |
|
|
97 |
|
|
|
Medium Helicopters: |
|
|
|
|
|
|
|
|
|
|
AW139 |
|
53 |
|
|
8 |
|
|
— |
|
|
61 |
|
|
12 |
|
S-76 C+/C++ |
|
28 |
|
|
— |
|
|
3 |
|
|
31 |
|
|
12 |
|
S-76D |
|
8 |
|
|
— |
|
|
2 |
|
|
10 |
|
|
12 |
|
B212 |
|
3 |
|
|
— |
|
|
— |
|
|
3 |
|
|
12 |
|
B412 |
|
— |
|
|
— |
|
|
2 |
|
|
2 |
|
|
13 |
|
|
|
92 |
|
|
8 |
|
|
7 |
|
|
107 |
|
|
|
Light—Twin Engine Helicopters: |
|
|
|
|
|
|
|
|
|
|
AW109 |
|
6 |
|
|
— |
|
|
— |
|
|
6 |
|
|
7 |
|
EC135 |
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
|
6 |
|
BO105 |
|
2 |
|
|
— |
|
|
— |
|
|
2 |
|
|
4 |
|
|
|
18 |
|
|
— |
|
|
— |
|
|
18 |
|
|
|
Light—Single Engine Helicopters: |
|
|
|
|
|
|
|
|
|
|
AS350 |
|
17 |
|
|
— |
|
|
— |
|
|
17 |
|
|
4 |
|
AW119 |
|
13 |
|
|
— |
|
|
— |
|
|
13 |
|
|
7 |
|
B407 |
|
7 |
|
|
— |
|
|
— |
|
|
7 |
|
|
6 |
|
|
|
37 |
|
|
— |
|
|
— |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Helicopters |
|
202 |
|
|
48 |
|
|
9 |
|
|
259 |
|
|
|
Fixed wing |
|
7 |
|
|
5 |
|
|
3 |
|
|
15 |
|
|
|
UAV |
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
|
|
Total Fleet |
|
209 |
|
|
55 |
|
|
12 |
|
|
276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The chart below presents the number of aircraft
in our fleet and their distribution among the regions in which we
operate as of September 30, 2020 and the percentage of
operating revenue that each of our regions provided during the
current quarter.
|
Percentage of Current Quarter Operating
Revenue |
|
|
Heavy |
|
Medium |
|
Light Twin |
|
Light Single |
|
UAV |
|
Fixed Wing |
|
Total |
Europe Caspian |
57 |
% |
|
66 |
|
15 |
|
— |
|
4 |
|
2 |
|
— |
|
87 |
Africa |
10 |
% |
|
7 |
|
22 |
|
— |
|
— |
|
— |
|
3 |
|
32 |
Americas |
27 |
% |
|
24 |
|
68 |
|
18 |
|
33 |
|
— |
|
— |
|
143 |
Asia Pacific |
6 |
% |
|
— |
|
2 |
|
— |
|
— |
|
— |
|
12 |
|
14 |
Total |
100 |
% |
|
97 |
|
107 |
|
18 |
|
37 |
|
2 |
|
15 |
|
276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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