HOUSTON, May 26, 2021 /PRNewswire/ --
- Net loss of $42.6 million, or
$1.47 per diluted share, in Q4
FY21
- EBITDA adjusted to exclude special items and asset dispositions
was $30.5 million in Q4
- Adjusted Free Cash Flow was $54.9
million in Q4 FY21
- As of March 31, 2021, unrestricted cash balance was
$228.0 million with total liquidity
of $284.1 million
- During Q4, the Company closed a private offering of
$400 million aggregate principal
amount of 6.875% senior secured notes and used a portion of the net
proceeds, together with cash on hand, to repay certain term loans
and to redeem its 7.750% senior unsecured notes (the
"Refinancing")
Bristow Group Inc. (NYSE: VTOL) today reported net loss
attributable to the Company of $42.6
million, or $1.47 per diluted
share, for its fiscal fourth quarter ended March 31, 2021
("current quarter") on operating revenues of $281.5 million compared to net loss attributable
to the Company of $57.1 million, or
$1.97 per diluted share, for the
quarter ended December 31, 2020
("preceding quarter") on operating revenues of $300.3 million. The primary drivers of the net
loss in the current quarter were the recognition of losses on the
extinguishment of debt and merger-related costs.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") was $(32.2) million in the
current quarter compared to $(12.7)
million in the preceding quarter. EBITDA adjusted to exclude
special items and gains or losses on asset dispositions was
$30.5 million in the current quarter
compared to $47.7 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
|
|
December 31,
2020
|
|
March 31,
2021
|
|
Successor
|
EBITDA
|
$
|
(12,679)
|
|
|
$
|
(32,168)
|
|
Special
items:
|
|
|
|
Loss on
impairment
|
53,249
|
|
|
1,182
|
|
PBH intangible
amortization
|
5,641
|
|
|
3,964
|
|
Merger-related
costs
|
4,450
|
|
|
16,475
|
|
Organizational
restructuring costs
|
1,547
|
|
|
7,887
|
|
Loss on early
extinguishment of debt
|
229
|
|
|
28,515
|
|
Government
grants
|
(1,075)
|
|
|
(375)
|
|
Bankruptcy related
costs
|
(1,758)
|
|
|
407
|
|
Insurance
proceeds
|
—
|
|
|
(2,614)
|
|
|
$
|
62,283
|
|
|
$
|
55,441
|
|
Adjusted
EBITDA
|
$
|
49,604
|
|
|
$
|
23,273
|
|
(Gains) losses on
asset dispositions, net
|
(1,951)
|
|
|
7,199
|
|
Adjusted EBITDA
excluding asset dispositions
|
$
|
47,653
|
|
|
$
|
30,472
|
|
"In addition to challenging market conditions related to the
pandemic and depressed offshore oil and gas customer activity, the
Company's current quarter results also reflect the typical
seasonality in our business, as the March quarter has historically
been the period of lowest flight activity due to fewer daylight
hours and more inclement weather days," said Chris Bradshaw, President and Chief Executive
Officer of Bristow. "Despite the challenging conditions, Bristow
generated a substantial amount of free cash flow in the quarter,
further demonstrating the resiliency of our business model."
Bristow reported net loss attributable to the Company of
$56.1 million, or earnings per
diluted share of $2.32, for the
fiscal year ended March 31, 2021
("current year") on operating revenues of $1.1 billion compared to net loss attributable to
the Company of $697.2 million on
operating revenues of $1.2 billion
for the fiscal year ended March 31,
2020 ("prior year"). The net loss in the current year
resulted in net earnings per diluted share due to the deemed
contribution from conversion of preferred stock included in the
income available to shareholders calculation. After the closing of
the business combination between Bristow Group Inc. and Era Group
Inc. (the "Merger") on June 11, 2020,
the current year includes operating results from legacy Era Group
Inc. from June 11, 2020 onwards. The
prior year and periods ending prior to the Merger date only include
operating results of legacy Bristow Group Inc. Furthermore, as a
result of the adoption of fresh-start accounting, the Company's
consolidated financial statements subsequent to October 31, 2019 ("Successor") may not be
comparable to the consolidated financial statements prior to
October 31, 2019 ("Predecessor").
Sequential Quarter Results
Operating revenues were $18.8
million lower in the current quarter compared to the
preceding quarter.
Operating revenues from oil and gas operations were $21.4 million lower than the preceding quarter.
During the current quarter, the Company changed its revenue
recognition method for leases to Cougar Helicopters Inc. ("Cougar")
to cash basis recognition, resulting in $9.1
million lower revenues in Canada. Furthermore, revenues decreased due to
lower utilization in the Americas, Africa and Asia
Pacific regions.
Operating revenues from U.K. SAR services were $2.8 million higher in the current quarter
primarily due to the strengthening of the British pound sterling
("GBP") relative to the U.S. dollar. Operating revenues from fixed
wing services were $1.9 million
higher in the current quarter primarily due to the strengthening of
the Australian dollar ("AUD") relative to the U.S. dollar and
higher utilization. Operating revenues from other services were
$2.0 million lower due to higher part
sales in the preceding quarter.
Operating expenses were $8.7
million lower in the current quarter. Lower personnel costs,
due to a decrease in headcount following a reduction in force
("RIF") during the current quarter, combined with lower cost of
part sales, maintenance costs, training costs and lease costs, were
partially offset by higher fuel and freight costs.
General and administrative expenses were $3.1 million higher in the current quarter
primarily due to incentive compensation expenses.
Merger-related costs of $16.5
million during the current quarter primarily consisted of
RIF costs related to the Merger.
Restructuring costs of $7.9
million during the current quarter were primarily related to
separation programs in our Africa
and Asia Pacific regions and
corporate, which were not directly related to the Merger.
During the current quarter, the Company recognized a loss on
impairment of $1.2 million related to
helicopters held for sale. During the preceding quarter, the
Company recognized a loss on impairment of $51.9 million related to its investment in Cougar
and a loss on impairment of $1.4
million related to helicopters held for sale.
During the current quarter, the Company disposed of five S-76C++
helicopters via sales-type lease agreements and disposed of three
fixed wing aircraft for cash proceeds of $1.4 million, resulting in losses of $7.2 million. During the preceding quarter, the
Company sold five S-76C++ medium, two B412 medium, seven B407
single engine helicopters, and one H225 simulator for cash proceeds
of $14.4 million, resulting in gains
of $2.0 million.
During the current quarter, in connection with the Refinancing,
the Company repaid existing term loans and redeemed its 7.750%
senior unsecured notes due December 15,
2022 (the "7.750% Senior Notes") and recognized a loss on
extinguishment of debt of $28.5
million related to the write-off of associated discount
balances and early repayment fees.
During the current quarter, the Company recognized an expense of
$0.4 million related to bankruptcy
trustee fees. During the preceding quarter, the Company recognized
a gain of $2.0 million related to the
release of the rabbi trust which held investments related to the
Company's senior non-qualified deferred compensation plan for the
Company's former senior executives.
Other income, net of $7.0 million
in the current quarter was primarily due to government grants in
Australia of $3.8 million, insurance proceeds of $2.6 million and a favorable interest adjustment
to the Company's pension liability of $1.0
million, partially offset by net foreign exchange losses of
$1.7 million. Other income, net of
$5.9 million in the preceding quarter
was primarily due to government grants in Australia of $3.4
million, a favorable interest adjustment to the Company's
pension liability of $1.1 million and
net foreign exchange gains of $0.9
million.
Income tax benefit was $19.1
million in the current quarter compared to income tax
expense of $13.4 million in the
preceding quarter. The expense in the preceding quarter primarily
related to variability of earnings in different jurisdictions and
the impact of valuation allowances.
Calendar Quarter Results
Operating revenues were $7.1
million higher in the current quarter compared to the three
months ended March 31, 2020 (the "prior year quarter").
Operating revenues from oil and gas operations were $5.3 million lower in the current quarter.
Operating revenues in the Africa
region were $16.1 million lower
primarily due to the end of customer contracts. Operating revenues
in the Europe Caspian region were $11.0
million lower primarily due to fewer helicopters on
contract, partially offset by the strengthening of the GBP and
Norwegian krone ("NOK") relative to the U.S. dollar. These
decreases were partially offset by increased operating revenues of
$21.9 million in the Americas region
primarily due to the impact of the Merger.
Operating revenues from U.K. SAR services were $5.5 million higher in the current quarter
primarily due to the strengthening of the GBP relative to the U.S.
dollar.
Operating revenues from fixed wing services were $2.7 million higher in the current quarter.
Increased revenues in Australia of
$5.0 million primarily due to
strengthening of the AUD relative to the U.S. dollar and higher
utilization were partially offset by decreased revenues of
$2.3 million in other regions
primarily due to lower utilization.
Operating revenues from other services were $4.2 million higher due to the benefit of the
Merger and higher part sales.
Operating expenses were $6.5
million higher in the current quarter. Maintenance costs
were $6.2 million higher primarily
due to the impact of the Merger, partially offset by lower
activity. Personnel costs were $2.3
million higher primarily due to the impact of the Merger,
partially offset by headcount reductions. Insurance costs were
$1.6 million higher. These increases
were partially offset by decreased other operating costs of
$3.6 million primarily due to lower
activity and lower lease expense.
General and administrative expenses were $1.1 million higher in the current quarter
primarily due to increased professional services fees.
Merger-related costs of $16.5
million during the current quarter primarily consisted of
RIF costs related to the Merger.
Restructuring costs of $7.9
million during the current quarter were primarily related to
separation programs in our Africa
and Asia Pacific regions and
corporate, which were not directly related to the Merger.
During the current quarter, the Company recognized a loss on
impairment of $1.2 million related to
helicopters held for sale. During the prior year quarter, the
Company recognized a loss on impairment of $9.6 million related to its investment in Líder
Táxi Aéreo S.A. ("Líder") in Brazil.
During the current quarter, the Company disposed of five S-76C++
helicopters via sales-type lease agreements and disposed of three
fixed wing aircraft, resulting in losses of $7.2 million. During the prior year quarter, the
Company disposed of four H225 heavy and one B412 medium helicopters
for cash proceeds of $13.6 million,
resulting in losses of $0.3
million.
During the current quarter, the Company recognized losses of
$0.4 million from its equity
investments compared to earnings of $5.8
million in the prior year quarter. The prior year quarter
included earnings from Líder, which the Company has subsequently
exited its equity investment, and from Cougar, which was impaired
during the preceding quarter.
During the current quarter, in connection with the Refinancing,
the Company repaid existing term loans and redeemed its 7.750%
Senior Notes and recognized a loss on extinguishment of debt of
$28.5 million related to the
write-off of associated discount balances and early repayment
fees.
During the current quarter, the Company recognized an expense of
$0.4 million related to bankruptcy
trustee fees. Reorganization items incurred in the prior year
quarter consisted of $6.5 million
related to professional services fees for fresh start accounting
and $0.7 million related to
bankruptcy trustee fees.
During the prior year quarter, the Company recognized a benefit
of $317.5 million related to a
decrease in the fair value of preferred stock derivative.
Other income, net of $7.0 million
in the current quarter was primarily due to government grants in
Australia of $3.8 million, insurance proceeds of $2.6 million and a favorable interest adjustment
to the Company's pension liability of $1.0
million, partially offset by net foreign exchange losses of
$1.7 million. Other expense, net of
$13.7 million in the prior year
quarter was primarily due to net foreign exchange losses of
$14.8 million and a favorable
interest adjustment to the Company's pension liability of
$1.2 million.
Income tax benefit was $19.1
million in the current quarter compared to $11.1 million in the prior year quarter due to
variability of earnings in different jurisdictions and the impact
of valuation allowances.
Liquidity and Capital Allocation
As of March 31, 2021, the Company had $228.0 million of unrestricted cash and
$56.1 million of remaining
availability under its amended asset-based revolving credit
facility (the "ABL Facility") for total liquidity of $284.1 million.
During the current quarter, the Company closed a private
offering of $400 million aggregate
principal amount of 6.875% senior secured notes due 2028 (the
"6.875% Senior Notes"). The Company used a portion of the net
proceeds from the offering of the 6.875% Senior Notes, together
with cash on hand, to repay its secured equipment term loan with
Macquarie Bank Limited, term loans with PK AirFinance S.à r.l. and
to redeem its 7.750% Senior Notes.
In the current quarter, cash proceeds from dispositions of
property and equipment were $1.4
million and purchases of property and equipment were
$3.6 million, resulting in net
(proceeds from)/purchases of property and equipment ("Net Capex")
of $2.2 million. In the preceding
quarter, cash proceeds from dispositions of property and equipment
were $14.4 million and purchases of
property and equipment were $3.9
million, resulting in Net Capex of $(10.5) 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,
May 27, 2021, to review the results for the fiscal fourth
quarter ended March 31, 2021. The conference call can be
accessed as follows:
All callers will need to reference the access code 8912072
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 June 10, 2021 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 June 10, 2021. The
accompanying investor presentation will be available on
May 27, 2021 on Bristow's website at
www.bristowgroup.com.
For additional information concerning Bristow, contact
Jennifer Whalen at (713) 369-4636 or
visit Bristow Group's website at https://ir.bristowgroup.com/.
About Bristow Group
Bristow Group Inc. is the leading global provider of 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 offers ad hoc helicopter and fixed wing
transportation services.
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 represent 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; the possibility
that we may be unable to maintain compliance with covenants in our
financing agreements; fluctuations in worldwide prices of and
demand for oil and natural gas; fluctuations in levels of oil and
natural gas exploration, development and production activities;
fluctuations in the demand for our services; the possibility that
we may impair our long-lived assets, including goodwill, inventory,
property and equipment and investments in unconsolidated
affiliates; our ability to implement operational improvement
efficiencies with the objective of rightsizing our global footprint
and further reducing our cost structure; the possibility of
significant changes in foreign exchange rates and controls,
including as a result of the U.K. having exited from the European
Union ("E.U.") ("Brexit"); the impact of continued uncertainty
surrounding the effects Brexit will have on the British, E.U. and
global economies and demand for oil and natural gas; potential
effects of increased competition; the risk of future material
weaknesses we may identify while we work to align policies,
principles, and practices of the combined company following the
Merger or any other failure by us to maintain effective internal
controls; the possibility that we may be unable to re-deploy our
aircraft to regions with greater demand; the possibility of changes
in tax and other laws and regulations, and policies, including,
without limitation, actions of the Biden Administration that impact
oil and gas operations or favor renewable energy projects in the
U.S.; the possibility that we may be unable to dispose of older
aircraft through sales into the aftermarket; general economic
conditions, including the capital and credit markets; the
possibility that segments of our fleet may be grounded for extended
periods of time or indefinitely; the existence of operating risks
inherent in our business, including the possibility of declining
safety performance; the possibility of political instability, war
or acts of terrorism in any of the countries where we operate; the
possibility that reductions in spending on aviation services by
governmental agencies could lead to modifications of our search and
rescue ("SAR") contract terms with the U.K. government, our
contracts with the Bureau of Safety and Environmental Enforcement
("BSEE") or delays in receiving payments under such contracts; and
our reliance on a limited number of helicopter manufacturers and
suppliers. 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 Annual Report on Form 10-K for the fiscal year
ended March 31, 2021, 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 United
States Securities and Exchange Commission (the "SEC"), all of which
are accessible on the SEC's website at www.sec.gov.
BRISTOW GROUP
INC
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands,
except share and per share amounts)
|
|
Three Months
Ended
|
|
|
|
December 31,
2020
|
|
March
31,
2021
|
|
Favorable/
(Unfavorable)
|
|
Successor
|
|
Revenue:
|
(unaudited)
|
|
|
|
|
Operating
revenue
|
$
|
300,275
|
|
|
$
|
281,519
|
|
|
$
|
(18,756)
|
|
Reimbursable
revenue
|
9,622
|
|
|
11,813
|
|
|
2,191
|
|
Total
revenues
|
309,897
|
|
|
293,332
|
|
|
(16,565)
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Operating
expense
|
227,031
|
|
|
218,295
|
|
|
8,736
|
|
Reimbursable
expense
|
9,525
|
|
|
11,697
|
|
|
(2,172)
|
|
General and
administrative
|
37,599
|
|
|
40,678
|
|
|
(3,079)
|
|
Merger-related
costs
|
4,450
|
|
|
16,475
|
|
|
(12,025)
|
|
Restructuring
costs
|
1,547
|
|
|
7,887
|
|
|
(6,340)
|
|
Depreciation and
amortization
|
17,931
|
|
|
17,254
|
|
|
677
|
|
Total costs and
expenses
|
298,083
|
|
|
312,286
|
|
|
(14,203)
|
|
|
|
|
|
|
|
Loss on
impairment
|
(53,249)
|
|
|
(1,182)
|
|
|
52,067
|
|
Gain (loss) on
disposal of assets
|
1,951
|
|
|
(7,199)
|
|
|
(9,150)
|
|
Earnings (loss) from
unconsolidated affiliates, net
|
896
|
|
|
(440)
|
|
|
(1,336)
|
|
Operating
loss
|
(38,588)
|
|
|
(27,775)
|
|
|
10,813
|
|
|
|
|
|
|
|
Interest
income
|
359
|
|
|
238
|
|
|
(121)
|
|
Interest
expense
|
(13,203)
|
|
|
(12,108)
|
|
|
1,095
|
|
Loss on extinguishment
of debt
|
(229)
|
|
|
(28,515)
|
|
|
(28,286)
|
|
Reorganization items,
net
|
1,984
|
|
|
(407)
|
|
|
(2,391)
|
|
Other, net
|
5,864
|
|
|
7,037
|
|
|
1,173
|
|
Total other income
(expense)
|
(5,225)
|
|
|
(33,755)
|
|
|
(28,530)
|
|
Loss before benefit
(expense) for income taxes
|
(43,813)
|
|
|
(61,530)
|
|
|
(17,717)
|
|
Benefit (expense) for
income taxes
|
(13,447)
|
|
|
19,092
|
|
|
32,539
|
|
Net loss
|
(57,260)
|
|
|
(42,438)
|
|
|
14,822
|
|
Net (income) loss
attributable to noncontrolling interests
|
139
|
|
|
(152)
|
|
|
(291)
|
|
Net loss attributable
to Bristow Group Inc
|
$
|
(57,121)
|
|
|
$
|
(42,590)
|
|
|
$
|
14,531
|
|
|
|
|
|
|
|
Basic loss per common
share
|
$
|
(1.97)
|
|
|
$
|
(1.47)
|
|
|
|
Diluted loss per
common share
|
$
|
(1.97)
|
|
|
$
|
(1.47)
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding, basic
|
28,944,908
|
|
|
28,946,945
|
|
|
|
Weighted average
common shares outstanding, diluted
|
28,944,908
|
|
|
28,946,945
|
|
|
|
|
|
|
|
|
|
EBITDA
|
$
|
(12,679)
|
|
|
$
|
(32,168)
|
|
|
|
Adjusted
EBITDA
|
$
|
49,604
|
|
|
$
|
23,273
|
|
|
|
Adjusted EBITDA
excluding asset dispositions
|
$
|
47,653
|
|
|
$
|
30,472
|
|
|
|
BRISTOW GROUP
INC
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands,
except share and per share amounts)
|
|
Three Months
Ended
|
|
|
|
March 31,
2020
|
|
March 31,
2021
|
|
Favorable/
(Unfavorable)
|
|
Successor
|
|
Revenue:
|
|
|
|
|
|
Operating
revenue
|
$
|
274,403
|
|
|
$
|
281,519
|
|
|
$
|
7,116
|
|
Reimbursable
revenue
|
10,436
|
|
|
11,813
|
|
|
1,377
|
|
Total
revenues
|
284,839
|
|
|
293,332
|
|
|
8,493
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Operating
expense
|
211,797
|
|
|
218,295
|
|
|
(6,498)
|
|
Reimbursable
expense
|
9,976
|
|
|
11,697
|
|
|
(1,721)
|
|
General and
administrative
|
39,620
|
|
|
40,678
|
|
|
(1,058)
|
|
Restructuring
costs
|
204
|
|
|
7,887
|
|
|
(7,683)
|
|
Merger-related
costs
|
6,012
|
|
|
16,475
|
|
|
(10,463)
|
|
Depreciation and
amortization
|
16,312
|
|
|
17,254
|
|
|
(942)
|
|
Total costs and
expenses
|
283,921
|
|
|
312,286
|
|
|
(28,365)
|
|
|
|
|
|
|
|
Loss on
impairment
|
(9,591)
|
|
|
(1,182)
|
|
|
8,409
|
|
Loss on disposal of
assets
|
(297)
|
|
|
(7,199)
|
|
|
(6,902)
|
|
Earnings (loss) from
unconsolidated affiliates, net
|
5,763
|
|
|
(440)
|
|
|
(6,203)
|
|
Operating
loss
|
(3,207)
|
|
|
(27,775)
|
|
|
(24,568)
|
|
|
|
|
|
|
|
Interest
income
|
460
|
|
|
238
|
|
|
(222)
|
|
Interest
expense
|
(13,290)
|
|
|
(12,108)
|
|
|
1,182
|
|
Loss on extinguishment
of debt
|
—
|
|
|
(28,515)
|
|
|
(28,515)
|
|
Reorganization items,
net
|
(7,232)
|
|
|
(407)
|
|
|
6,825
|
|
Change in fair value
of preferred stock derivative liability
|
317,455
|
|
|
—
|
|
|
(317,455)
|
|
Other income
(expense), net
|
(13,685)
|
|
|
7,037
|
|
|
20,722
|
|
Total other income
(expense)
|
283,708
|
|
|
(33,755)
|
|
|
(317,463)
|
|
Income (loss) before
benefit for income taxes
|
280,501
|
|
|
(61,530)
|
|
|
(342,031)
|
|
Benefit for income
taxes
|
11,118
|
|
|
19,092
|
|
|
7,974
|
|
Net income
(loss)
|
291,619
|
|
|
(42,438)
|
|
|
(334,057)
|
|
Net (income) loss
attributable to noncontrolling interests
|
121
|
|
|
(152)
|
|
|
(273)
|
|
Net income (loss)
attributable to Bristow Group Inc
|
$
|
291,740
|
|
|
$
|
(42,590)
|
|
|
$
|
(334,330)
|
|
|
|
|
|
|
|
Basic loss per common
share
|
$
|
24.59
|
|
|
$
|
(1.47)
|
|
|
|
Diluted loss per
common share
|
$
|
(1.26)
|
|
|
$
|
(1.47)
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding, basic(1)
|
14,533,123
|
|
|
28,946,945
|
|
|
|
Weighted average
common shares outstanding, diluted(1)
|
14,533,123
|
|
|
28,946,945
|
|
|
|
|
|
|
|
|
|
EBITDA
|
$
|
310,103
|
|
|
$
|
(32,168)
|
|
|
|
Adjusted
EBITDA
|
$
|
21,166
|
|
|
$
|
23,273
|
|
|
|
Adjusted EBITDA
excluding asset dispositions
|
$
|
21,463
|
|
|
$
|
30,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) For the three
months ended March 31, 2020, the weighted average number of common
shares outstanding, basic and diluted, take into account the
conversion ratio applied to Old Bristow shares upon close of the
Merger.
|
BRISTOW GROUP
INC
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands,
except share and per share amounts)
|
|
|
|
Seven Months
Ended
October 31,
2019
|
|
|
Five Months
Ended
March 31,
2020
|
|
|
Twelve Months
Ended
March 31,
2020
|
|
|
Fiscal Year Ended
March 31, 2021
|
|
Favorable
(Unfavorable)
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Combined
|
|
|
Successor
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
revenue
|
|
$
|
722,919
|
|
|
|
$
|
467,725
|
|
|
|
$
|
1,190,644
|
|
|
|
$
|
1,139,024
|
|
|
$
|
(51,620)
|
|
Reimbursable
revenue
|
|
34,304
|
|
|
|
18,038
|
|
|
|
52,342
|
|
|
|
39,038
|
|
|
(13,304)
|
|
Total
revenues
|
|
757,223
|
|
|
|
485,763
|
|
|
|
1,242,986
|
|
|
|
1,178,062
|
|
|
(64,924)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and
expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expense
|
|
569,840
|
|
|
|
370,637
|
|
|
|
940,477
|
|
|
|
851,173
|
|
|
89,304
|
|
Reimbursable
expense
|
|
33,023
|
|
|
|
17,683
|
|
|
|
50,706
|
|
|
|
38,789
|
|
|
11,917
|
|
Pre-petition
restructuring charges
|
|
13,476
|
|
|
|
—
|
|
|
|
13,476
|
|
|
|
—
|
|
|
13,476
|
|
General and
administrative
|
|
88,392
|
|
|
|
64,960
|
|
|
|
153,352
|
|
|
|
153,270
|
|
|
82
|
|
Restructuring
costs
|
|
4,539
|
|
|
|
227
|
|
|
|
4,766
|
|
|
|
25,773
|
|
|
(21,007)
|
|
Merger-related
costs
|
|
—
|
|
|
|
6,330
|
|
|
|
6,330
|
|
|
|
42,842
|
|
|
(36,512)
|
|
Depreciation and
amortization
|
|
70,864
|
|
|
|
28,238
|
|
|
|
99,102
|
|
|
|
70,078
|
|
|
29,024
|
|
Total costs and
expenses
|
|
780,134
|
|
|
|
488,075
|
|
|
|
1,268,209
|
|
|
|
1,181,925
|
|
|
86,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on
impairment
|
|
(62,101)
|
|
|
|
(9,591)
|
|
|
|
(71,692)
|
|
|
|
(91,260)
|
|
|
(19,568)
|
|
Loss on disposal of
assets
|
|
(3,768)
|
|
|
|
(451)
|
|
|
|
(4,219)
|
|
|
|
(8,199)
|
|
|
(3,980)
|
|
Earnings from
unconsolidated affiliates, net
|
|
6,589
|
|
|
|
7,262
|
|
|
|
13,851
|
|
|
|
426
|
|
|
(13,425)
|
|
Operating
loss
|
|
(82,191)
|
|
|
|
(5,092)
|
|
|
|
(87,283)
|
|
|
|
(102,896)
|
|
|
(15,613)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
822
|
|
|
|
662
|
|
|
|
1,484
|
|
|
|
1,293
|
|
|
(191)
|
|
Interest
expense
|
|
(128,658)
|
|
|
|
(22,964)
|
|
|
|
(151,622)
|
|
|
|
(51,259)
|
|
|
100,363
|
|
Loss on extinguishment
of debt
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(29,359)
|
|
|
(29,359)
|
|
Reorganization items,
net
|
|
(617,973)
|
|
|
|
(7,232)
|
|
|
|
(625,205)
|
|
|
|
1,577
|
|
|
626,782
|
|
Loss on sale of
subsidiaries
|
|
(55,883)
|
|
|
|
—
|
|
|
|
(55,883)
|
|
|
|
—
|
|
|
55,883
|
|
Change in fair value
of preferred stock derivative liability
|
|
—
|
|
|
|
184,140
|
|
|
|
184,140
|
|
|
|
15,416
|
|
|
(168,724)
|
|
Bargain purchase
gain
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
81,093
|
|
|
81,093
|
|
Other income
(expense), net
|
|
(3,501)
|
|
|
|
(9,956)
|
|
|
|
(13,457)
|
|
|
|
27,495
|
|
|
40,952
|
|
Total other income
(expense)
|
|
(805,193)
|
|
|
|
144,650
|
|
|
|
(660,543)
|
|
|
|
46,256
|
|
|
706,799
|
|
Income (loss) before
benefit (expense) for income taxes
|
|
(887,384)
|
|
|
|
139,558
|
|
|
|
(747,826)
|
|
|
|
(56,640)
|
|
|
691,186
|
|
Benefit (expense) for
income taxes
|
|
51,178
|
|
|
|
(482)
|
|
|
|
50,696
|
|
|
|
355
|
|
|
(50,341)
|
|
Net income
(loss)
|
|
(836,206)
|
|
|
|
139,076
|
|
|
|
(697,130)
|
|
|
|
(56,285)
|
|
|
640,845
|
|
Net (income) loss
attributable to noncontrolling interests
|
|
(208)
|
|
|
|
152
|
|
|
|
(56)
|
|
|
|
191
|
|
|
247
|
|
Net income (loss)
attributable to Bristow Group Inc
|
|
$
|
(836,414)
|
|
|
|
$
|
139,228
|
|
|
|
$
|
(697,186)
|
|
|
|
$
|
(56,094)
|
|
|
$
|
641,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per common
share
|
|
$
|
(23.29)
|
|
|
|
$
|
20.11
|
|
|
|
NA(1)
|
|
|
|
$
|
3.12
|
|
|
|
Diluted loss per
common share
|
|
$
|
(23.29)
|
|
|
|
$
|
(1.51)
|
|
|
|
NA(1)
|
|
|
|
$
|
2.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding, basic(2)
|
|
35,918,916
|
|
|
|
5,641,320
|
|
|
|
NA(1)
|
|
|
|
24,601,168
|
|
|
|
Weighted average
common shares outstanding, diluted(2)
|
|
35,918,916
|
|
|
|
29,805,981
|
|
|
|
NA(1)
|
|
|
|
31,675,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$
|
(687,862)
|
|
|
|
$
|
190,760
|
|
|
|
$
|
(497,102)
|
|
|
|
$
|
64,697
|
|
|
$
|
561,799
|
|
Adjusted
EBITDA
|
|
$
|
76,953
|
|
|
|
$
|
45,503
|
|
|
|
$
|
122,456
|
|
|
|
$
|
168,932
|
|
|
$
|
46,476
|
|
Adjusted EBITDA
excluding asset dispositions
|
|
$
|
80,721
|
|
|
|
$
|
45,954
|
|
|
|
$
|
126,675
|
|
|
|
$
|
177,131
|
|
|
50,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Weighted
average common shares outstanding and loss per common share
unavailable for "Combined" period due to the emergence from Chapter
11 Cases during this period.
|
|
(2) For the five
months ended March 31, 2020, the weighted average number of common
shares outstanding, basic and diluted, take into account the
conversion ratio applied to Old Bristow shares upon close of the
Merger.
|
BRISTOW GROUP
INC
REVENUES BY LINE
OF SERVICE
(unaudited, in
thousands)
|
|
Three Months
Ended
|
|
March
31,
2020
|
|
December 31,
2020
|
|
March
31,
2021
|
|
Successor
|
Oil and
gas:
|
|
|
|
|
|
Europe
Caspian
|
$
|
105,195
|
|
|
$
|
93,383
|
|
|
$
|
94,214
|
|
Americas
|
57,921
|
|
|
97,435
|
|
|
79,862
|
|
Africa
|
35,032
|
|
|
23,055
|
|
|
18,975
|
|
Asia
Pacific
|
3,027
|
|
|
3,383
|
|
|
2,825
|
|
Total oil and
gas
|
201,175
|
|
|
217,256
|
|
|
195,876
|
|
UK SAR
Services
|
53,753
|
|
|
56,470
|
|
|
59,258
|
|
Fixed Wing
Services
|
19,246
|
|
|
20,054
|
|
|
21,916
|
|
Other
|
229
|
|
|
6,495
|
|
|
4,469
|
|
|
$
|
274,403
|
|
|
$
|
300,275
|
|
|
$
|
281,519
|
|
FLIGHT HOURS BY
LINE OF SERVICE
(unaudited)
|
|
Three Months
Ended
|
|
March
31,
2020
|
|
December 31,
2020
|
|
March
31,
2021
|
|
Successor
|
Oil and
gas:
|
|
|
|
|
|
Europe
Caspian
|
13,121
|
|
|
11,956
|
|
|
11,431
|
|
Americas
|
7,014
|
|
|
10,990
|
|
|
9,576
|
|
Africa
|
3,426
|
|
|
2,353
|
|
|
2,180
|
|
Asia
Pacific
|
206
|
|
|
241
|
|
|
110
|
|
Total oil and
gas
|
23,767
|
|
|
25,540
|
|
|
23,297
|
|
UK SAR
Services
|
2,153
|
|
|
2,321
|
|
|
2,287
|
|
Fixed Wing
Services
|
3,085
|
|
|
3,494
|
|
|
3,458
|
|
|
29,005
|
|
|
31,355
|
|
|
29,042
|
|
BRISTOW GROUP
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in
thousands)
|
|
Successor
|
|
March 31,
2021
|
|
March 31,
2020
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
|
231,079
|
|
|
$
|
199,121
|
|
Accounts
receivable
|
215,620
|
|
|
180,683
|
|
Inventories
|
92,180
|
|
|
82,419
|
|
Assets held for
sale
|
14,750
|
|
|
32,401
|
|
Prepaid expenses and
other current assets
|
32,119
|
|
|
29,527
|
|
Total current
assets
|
585,748
|
|
|
524,151
|
|
Investment in
unconsolidated affiliates
|
37,530
|
|
|
110,058
|
|
Property and
equipment
|
1,090,094
|
|
|
901,314
|
|
Accumulated
depreciation
|
(85,535)
|
|
|
(24,560)
|
|
Net property and
equipment
|
1,004,559
|
|
|
876,754
|
|
Right-of-use
assets
|
246,667
|
|
|
305,962
|
|
Other
assets
|
117,766
|
|
|
128,336
|
|
Total
assets
|
$
|
1,992,270
|
|
|
$
|
1,945,261
|
|
|
|
|
|
LIABILITIES,
REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS'
EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
|
69,542
|
|
|
$
|
52,110
|
|
Accrued
liabilities
|
219,613
|
|
|
200,129
|
|
Short-term borrowings
and current maturities of long-term debt
|
15,965
|
|
|
45,739
|
|
Total current
liabilities
|
305,120
|
|
|
297,978
|
|
Long-term debt, less
current maturities
|
527,528
|
|
|
515,385
|
|
Preferred stock
embedded derivative
|
—
|
|
|
286,182
|
|
Deferred
taxes
|
42,430
|
|
|
22,775
|
|
Long-term operating
lease liabilities
|
167,718
|
|
|
224,595
|
|
Deferred credits and
other liabilities
|
50,831
|
|
|
22,345
|
|
Total
liabilities
|
1,093,627
|
|
|
1,369,260
|
|
|
|
|
|
Redeemable
noncontrolling interests
|
1,572
|
|
|
—
|
|
Mezzanine
equity
|
—
|
|
|
149,785
|
|
|
|
|
|
Stockholders'
investment
|
|
|
|
Common
stock
|
303
|
|
|
1
|
|
Additional paid-in
capital
|
687,715
|
|
|
295,897
|
|
Retained
earnings
|
227,011
|
|
|
139,228
|
|
Treasury shares, at
cost
|
(10,501)
|
|
|
—
|
|
Accumulated other
comprehensive income
|
(6,915)
|
|
|
(8,641)
|
|
Total Bristow Group
Inc. stockholders' investment
|
897,613
|
|
|
426,485
|
|
Noncontrolling
interests
|
(542)
|
|
|
(269)
|
|
Total stockholders'
investment
|
897,071
|
|
|
426,216
|
|
Total liabilities,
mezzanine equity and stockholders' investment
|
$
|
1,992,270
|
|
|
$
|
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 tables provide a reconciliation of net income, the
most directly comparable GAAP measure, to EBITDA and Adjusted
EBITDA (in thousands).
|
Three Months
Ended
|
|
March 31,
2020
|
|
December 31,
2020
|
|
March 31,
2021
|
|
Successor
|
Net loss
|
$
|
291,619
|
|
|
$
|
(57,260)
|
|
|
(42,438)
|
|
Depreciation and
amortization
|
16,312
|
|
|
17,931
|
|
|
17,254
|
|
Interest
expense
|
13,290
|
|
|
13,203
|
|
|
12,108
|
|
Income tax (benefit)
expense
|
(11,118)
|
|
|
13,447
|
|
|
(19,092)
|
|
EBITDA
|
$
|
310,103
|
|
|
$
|
(12,679)
|
|
|
$
|
(32,168)
|
|
Special items
(1)
|
(288,937)
|
|
|
62,283
|
|
|
55,441
|
|
Adjusted
EBITDA
|
$
|
21,166
|
|
|
$
|
49,604
|
|
|
$
|
23,273
|
|
(Gains) losses on
asset dispositions, net
|
297
|
|
|
(1,951)
|
|
|
7,199
|
|
Adjusted EBITDA
excluding asset dispositions
|
$
|
21,463
|
|
|
$
|
47,653
|
|
|
$
|
30,472
|
|
(1) Special items include the
following:
|
|
|
Three Months
Ended
|
|
March 31,
2020
|
|
December 31,
2020
|
|
March 31,
2021
|
|
Successor
|
Loss on
impairment
|
$
|
9,591
|
|
|
$
|
53,249
|
|
|
$
|
1,182
|
|
PBH intangible
amortization
|
5,478
|
|
|
5,641
|
|
|
3,964
|
|
Merger-related
costs
|
6,012
|
|
|
4,450
|
|
|
16,475
|
|
Organizational
restructuring costs
|
205
|
|
|
1,547
|
|
|
7,887
|
|
Loss on early
extinguishment of debt
|
—
|
|
|
229
|
|
|
28,515
|
|
Government
grants(2)
|
—
|
|
|
(1,075)
|
|
|
(375)
|
|
Bankruptcy related
costs
|
7,232
|
|
|
(1,758)
|
|
|
407
|
|
Insurance
proceeds
|
—
|
|
|
—
|
|
|
(2,614)
|
|
Change in fair value
of preferred stock derivative liability
|
(317,455)
|
|
|
—
|
|
|
—
|
|
|
$
|
(288,937)
|
|
|
$
|
62,283
|
|
|
$
|
55,441
|
|
|
|
|
(2) COVID-19 related government
relief grants
|
Reconciliation of Non-GAAP Metrics
The following tables provide a reconciliation of net income, the
most directly comparable GAAP measure, to EBITDA and Adjusted
EBITDA (in thousands).
|
Seven Months Ended
October 31, 2019
|
|
|
Five Months
Ended
March 31,
2020
|
|
|
Twelve Months
Ended
March 31,
2020
|
|
|
Fiscal Year Ended
March 31, 2021
|
|
Predecessor
|
|
|
Successor
|
|
|
Combined
|
|
|
Successor
|
Net loss
|
$
|
(836,206)
|
|
|
|
$
|
139,076
|
|
|
|
$
|
(697,130)
|
|
|
|
$
|
(56,285)
|
|
Depreciation and
amortization
|
70,864
|
|
|
|
28,238
|
|
|
|
99,102
|
|
|
|
70,078
|
|
Interest
expense
|
128,658
|
|
|
|
22,964
|
|
|
|
151,622
|
|
|
|
51,259
|
|
Income tax (benefit)
expense
|
(51,178)
|
|
|
|
482
|
|
|
|
(50,696)
|
|
|
|
(355)
|
|
EBITDA
|
$
|
(687,862)
|
|
|
|
$
|
190,760
|
|
|
|
$
|
(497,102)
|
|
|
|
$
|
64,697
|
|
Special items
(1)
|
764,815
|
|
|
|
(145,257)
|
|
|
|
619,558
|
|
|
|
104,235
|
|
Adjusted
EBITDA
|
$
|
76,953
|
|
|
|
$
|
45,503
|
|
|
|
$
|
122,456
|
|
|
|
$
|
168,932
|
|
(Gains) losses on
asset dispositions, net
|
3,768
|
|
|
|
451
|
|
|
|
4,219
|
|
|
|
8,199
|
|
Adjusted EBITDA
excluding asset dispositions
|
$
|
80,721
|
|
|
|
$
|
45,954
|
|
|
|
$
|
126,675
|
|
|
|
$
|
177,131
|
|
|
|
(1) Special items include the
following:
|
|
|
|
Seven Months Ended
October 31, 2019
|
|
|
Five Months
Ended
March 31,
2020
|
|
|
Twelve Months
Ended
March 31,
2020
|
|
|
Fiscal Year Ended
March 31, 2021
|
|
Predecessor
|
|
|
Successor
|
|
|
Combined
|
|
|
Successor
|
Loss on
impairment
|
$
|
62,101
|
|
|
|
$
|
9,591
|
|
|
|
$
|
71,692
|
|
|
|
$
|
91,260
|
|
Merger related
costs
|
—
|
|
|
|
6,330
|
|
|
|
6,330
|
|
|
|
42,842
|
|
Involuntary
separation programs
|
4,538
|
|
|
|
228
|
|
|
|
4,766
|
|
|
|
25,773
|
|
PBH intangible
amortization
|
—
|
|
|
|
15,502
|
|
|
|
15,502
|
|
|
|
20,386
|
|
Early extinguishment
of debt
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
29,359
|
|
Post-petition
reorganization items, net
|
617,973
|
|
|
|
7,232
|
|
|
|
625,205
|
|
|
|
(850)
|
|
Insurance
proceeds
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,614)
|
|
Government
grants(2)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,412)
|
|
Change in fair value
of preferred stock derivative liability
|
—
|
|
|
|
(184,140)
|
|
|
|
(184,140)
|
|
|
|
(15,416)
|
|
Bargain purchase
gain
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(81,093)
|
|
Loss on sale of
subsidiaries
|
55,883
|
|
|
|
—
|
|
|
|
55,883
|
|
|
|
—
|
|
Pre-petition
costs
|
13,476
|
|
|
|
—
|
|
|
|
13,476
|
|
|
|
—
|
|
H225 lease
return
|
10,844
|
|
|
|
—
|
|
|
|
10,844
|
|
|
|
—
|
|
|
$
|
764,815
|
|
|
|
$
|
(145,257)
|
|
|
|
$
|
619,558
|
|
|
|
$
|
104,235
|
|
|
|
(2) COVID-19 related government
relief grants
|
Pro Forma Q4 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
March 31, 2020 (in thousands).
|
|
Old
Bristow
|
|
Era Group
Inc.
|
|
Pro
Forma
|
Net loss
|
|
$
|
291,619
|
|
|
$
|
(7,289)
|
|
|
$
|
284,330
|
|
Depreciation and
amortization
|
|
16,312
|
|
|
9,507
|
|
|
25,819
|
|
Interest
expense
|
|
13,290
|
|
|
3,439
|
|
|
16,729
|
|
Income tax
benefit
|
|
(11,118)
|
|
|
(831)
|
|
|
(11,949)
|
|
EBITDA
|
|
$
|
310,103
|
|
|
$
|
4,826
|
|
|
$
|
314,929
|
|
Special items
(1)
|
|
(288,937)
|
|
|
4,425
|
|
|
(284,512)
|
|
Adjusted
EBITDA
|
|
$
|
21,166
|
|
|
$
|
9,251
|
|
|
$
|
30,417
|
|
Gains on asset
dispositions, net
|
|
297
|
|
|
34
|
|
|
331
|
|
Adjusted EBITDA
excluding asset dispositions
|
|
$
|
21,463
|
|
|
$
|
9,285
|
|
|
$
|
30,748
|
|
|
|
(1) Special items include the
following:
|
|
|
|
|
Old
Bristow
|
|
Era Group
Inc.
|
|
Pro
Forma
|
Loss on
impairment
|
|
$
|
9,591
|
|
|
$
|
—
|
|
|
$
|
9,591
|
|
Bankruptcy related
costs
|
|
7,232
|
|
|
—
|
|
|
7,232
|
|
Merger-related
costs
|
|
6,012
|
|
|
4,211
|
|
|
10,223
|
|
PBH intangible
amortization
|
|
5,478
|
|
|
214
|
|
|
5,692
|
|
Organizational
restructuring costs
|
|
205
|
|
|
—
|
|
|
205
|
|
Change in fair value
of preferred stock derivative liability
|
|
(317,455)
|
|
|
—
|
|
|
(317,455)
|
|
|
|
$
|
(288,937)
|
|
|
4,425
|
|
|
$
|
(284,512)
|
|
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 April 1,
2020 through June 11, 2020,
plus EBITDA and Adjusted EBITDA for the post-Merger period through
March 31, 2021. 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 March 31,
2021 (in thousands).
|
|
Old
Bristow
|
|
Era Group
Inc.
|
|
Legacy
Era
|
|
Bristow Group
Inc.
|
|
Pro
Forma
|
|
|
April 1, 2020 -
June 30, 2020
|
|
April 1, 2020 -
June 11, 2020
|
|
June 12 - 30,
2020
|
|
July 1, 2020 -
March 31, 2021
|
|
LTM
March 31,
2021
|
Net income
(loss)
|
|
$
|
75,708
|
|
|
$
|
(18,059)
|
|
|
$
|
(4,305)
|
|
|
$
|
(127,689)
|
|
|
$
|
(74,345)
|
|
Depreciation and
amortization
|
|
15,914
|
|
|
7,818
|
|
|
443
|
|
|
53,722
|
|
|
77,897
|
|
Interest
expense
|
|
11,754
|
|
|
(402)
|
|
|
749
|
|
|
38,756
|
|
|
50,857
|
|
Income tax (benefit)
expense
|
|
(3,798)
|
|
|
2,650
|
|
|
508
|
|
|
2,933
|
|
|
2,293
|
|
EBITDA
|
|
$
|
99,578
|
|
|
$
|
(7,993)
|
|
|
$
|
(2,605)
|
|
|
$
|
(32,278)
|
|
|
$
|
56,702
|
|
Special items
(1)
|
|
(49,446)
|
|
|
13,743
|
|
|
2,502
|
|
|
151,176
|
|
|
117,975
|
|
Adjusted
EBITDA
|
|
$
|
50,132
|
|
|
$
|
5,750
|
|
|
$
|
(103)
|
|
|
$
|
118,898
|
|
|
$
|
174,677
|
|
(Gains) losses on
asset dispositions, net
|
|
(5,527)
|
|
|
141
|
|
|
5
|
|
|
13,721
|
|
|
8,340
|
|
Adjusted EBITDA
excluding asset dispositions
|
|
$
|
44,605
|
|
|
$
|
5,891
|
|
|
$
|
(98)
|
|
|
$
|
132,619
|
|
|
$
|
183,017
|
|
|
|
(1)
Special items include the following:
|
|
|
|
|
Old
Bristow
|
|
Era Group
Inc.
|
|
Legacy
Era
|
|
Bristow Group
Inc.
|
|
Pro
Forma
|
|
|
April 1, 2020 -
June 30, 2020
|
|
April 1, 2020 -
June 11, 2020
|
|
June 12 - 30,
2020
|
|
July 1, 2020 -
March 31, 2021
|
|
LTM
March 31,
2021
|
Loss on
impairments
|
|
$
|
19,233
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,027
|
|
|
$
|
91,260
|
|
Merger-related
costs
|
|
15,103
|
|
|
13,575
|
|
|
2,317
|
|
|
25,422
|
|
|
56,417
|
|
PBH intangible
amortization
|
|
4,951
|
|
|
168
|
|
|
185
|
|
|
15,249
|
|
|
20,553
|
|
Bankruptcy related
costs
|
|
250
|
|
|
—
|
|
|
—
|
|
|
(1,101)
|
|
|
(851)
|
|
Organizational
restructuring costs
|
|
3,011
|
|
|
—
|
|
|
—
|
|
|
22,760
|
|
|
25,771
|
|
Loss on early
extinguishment of debt
|
|
615
|
|
|
—
|
|
|
—
|
|
|
28,744
|
|
|
29,359
|
|
Government
grants(2)
|
|
(1,760)
|
|
|
—
|
|
|
—
|
|
|
(3,651)
|
|
|
(5,411)
|
|
Bargain purchase
gain
|
|
(75,433)
|
|
|
—
|
|
|
—
|
|
|
(5,660)
|
|
|
(81,093)
|
|
Change in fair value
of preferred stock derivative liability
|
|
(15,416)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,416)
|
|
Insurance
proceeds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,614)
|
|
|
(2,614)
|
|
|
|
$
|
(49,446)
|
|
|
$
|
13,743
|
|
|
$
|
2,502
|
|
|
$
|
151,176
|
|
|
$
|
117,975
|
|
|
|
(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).
|
Three Months
Ended
|
|
December 31,
2020
|
|
March 31,
2021
|
|
Successor
|
Net cash provided by
operating activities
|
$
|
25,078
|
|
|
$
|
36,776
|
|
Plus: Proceeds from
disposition of property and equipment
|
14,361
|
|
|
1,381
|
|
Less: Purchases of
property and equipment
|
(3,860)
|
|
|
(3,612)
|
|
Free Cash
Flow
|
$
|
35,579
|
|
|
$
|
34,545
|
|
Plus: Organizational
restructuring costs
|
1,547
|
|
|
1,939
|
|
Plus: Merger-related
costs
|
1,247
|
|
|
18,827
|
|
Less: Government
grants
|
(1,075)
|
|
|
(375)
|
|
Adjusted Free Cash
Flow
|
$
|
37,298
|
|
|
$
|
54,936
|
|
Net (proceeds
from)/purchases of property and equipment ("Net Capex")
|
(10,501)
|
|
|
2,231
|
|
Adjusted Free Cash
Flow excluding Net Capex
|
$
|
26,797
|
|
|
$
|
57,167
|
|
BRISTOW GROUP
INC
FLEET
COUNT
(unaudited)
|
|
|
Number of
Aircraft
|
|
|
|
|
Type
|
|
Owned
Aircraft
|
|
Leased
Aircraft
|
|
Aircraft
Held For
Sale
|
|
Consolidated
Aircraft
|
|
Max
Pass
Capacity
|
|
Average
Age
(years)(1)
|
Heavy
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
S-92
|
|
35
|
|
|
28
|
|
|
—
|
|
|
63
|
|
|
19
|
|
|
12
|
|
S-92 U.K.
SAR
|
|
3
|
|
|
7
|
|
|
—
|
|
|
10
|
|
|
19
|
|
|
7
|
|
H225
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
19
|
|
|
10
|
|
AW189
|
|
6
|
|
|
1
|
|
|
—
|
|
|
7
|
|
|
16
|
|
|
6
|
|
AW189 U.K.
SAR
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
16
|
|
|
5
|
|
|
|
55
|
|
|
36
|
|
|
2
|
|
|
93
|
|
|
|
|
|
Medium
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AW139
|
|
52
|
|
|
7
|
|
|
—
|
|
|
59
|
|
|
12
|
|
|
10
|
|
S-76
C+/C++
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
12
|
|
|
13
|
|
S-76D
|
|
8
|
|
|
—
|
|
|
2
|
|
|
10
|
|
|
12
|
|
|
7
|
|
B212
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
12
|
|
|
39
|
|
|
|
84
|
|
|
7
|
|
|
2
|
|
|
93
|
|
|
|
|
|
Light—Twin Engine
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AW109
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
7
|
|
|
15
|
|
EC135
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
6
|
|
|
12
|
|
BO105
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
4
|
|
|
35
|
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
|
|
|
Light—Single
Engine Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AS350
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
4
|
|
|
23
|
|
AW119
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
7
|
|
|
14
|
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Helicopters
|
|
187
|
|
|
43
|
|
|
4
|
|
|
234
|
|
|
|
|
12
|
|
Fixed wing
|
|
7
|
|
|
4
|
|
|
—
|
|
|
11
|
|
|
|
|
|
UAV
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
|
|
|
Total
Fleet
|
|
194
|
|
|
49
|
|
|
4
|
|
|
247
|
|
|
|
|
|
|
|
(1) Reflects the average age of
helicopters that are owned.
|
The chart below presents the number of aircraft in our fleet and
their distribution among the regions in which we operate as of
March 31, 2021 and the percentage of operating revenue that
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
|
|
55
|
%
|
|
63
|
|
|
12
|
|
|
—
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
81
|
|
Americas
|
|
29
|
%
|
|
23
|
|
|
59
|
|
|
18
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
126
|
|
Africa
|
|
9
|
%
|
|
7
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
29
|
|
Asia
Pacific
|
|
7
|
%
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
11
|
|
Total
|
|
100
|
%
|
|
93
|
|
|
93
|
|
|
18
|
|
|
30
|
|
|
2
|
|
|
11
|
|
|
247
|
|
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SOURCE Bristow Group