HOUSTON, Aug. 4, 2021 /PRNewswire/ -- Bristow Group
Inc. (NYSE: VTOL) today reported net loss attributable to the
Company of $14.2 million, or
$0.50 per diluted share, for its
fiscal first quarter ended June 30, 2021 ("current quarter")
on operating revenues of $288.4
million compared to net loss attributable to the Company of
$42.6 million, or $1.47 per diluted share, in the quarter ended
March 31, 2021 ("preceding quarter") on operating revenues of
$281.5 million.
![(PRNewsfoto/Bristow Group) (PRNewsfoto/Bristow Group)](https://mma.prnewswire.com/media/1427443/Bristow_Group_Logo.jpg)
Earnings before interest, taxes, depreciation and amortization
("EBITDA") was $14.8 million in the
current quarter compared to $(32.2)
million in the preceding quarter. EBITDA adjusted to
exclude special items and gains or losses on asset dispositions was
$40.0 million in the current quarter
compared to $30.5 million in the
preceding quarter. The following table provides a bridge between
EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding gains or
losses on asset dispositions. See Reconciliation of Non-GAAP
Metrics for a reconciliation of net income, the most directly
comparable GAAP measure, to EBITDA and Adjusted EBITDA.
|
Three Months
Ended,
|
|
June 30,
2021
|
|
March 31,
2021
|
EBITDA
|
$
|
14,766
|
|
|
$
|
(32,168)
|
|
Special
items:
|
|
|
|
Organizational
restructuring costs
|
$
|
851
|
|
|
$
|
7,887
|
|
Loss on
impairment
|
21,934
|
|
|
1,182
|
|
PBH intangible
amortization
|
2,846
|
|
|
3,964
|
|
Merger-related
costs
|
1,735
|
|
|
16,475
|
|
Government
grants
|
(390)
|
|
|
(375)
|
|
Early extinguishment
of debt fees
|
—
|
|
|
28,515
|
|
Bankruptcy related
costs
|
446
|
|
|
407
|
|
Insurance
proceeds
|
(3,732)
|
|
|
(2,614)
|
|
Loss on sale of
subsidiaries
|
2,002
|
|
|
—
|
|
|
$
|
25,692
|
|
|
$
|
55,441
|
|
Adjusted
EBITDA
|
$
|
40,458
|
|
|
$
|
23,273
|
|
(Gains) losses on
asset dispositions, net
|
(499)
|
|
|
7,199
|
|
Adjusted EBITDA
excluding asset dispositions
|
$
|
39,959
|
|
|
$
|
30,472
|
|
"Since the commencement of the Board-authorized stock repurchase
plan in September 2020, Bristow has
repurchased approximately 1.9 million shares for gross
consideration of $50 million,
representing an average repurchase price of $25.92 per share," said Chris Bradshaw, President and Chief Executive
Officer of Bristow. "We continue to believe that Bristow's strong
balance sheet and robust free cash flow generation provide multiple
avenues to create value for shareholders."
Sequential Quarter Results
Operating revenues in the current quarter were $6.8 million higher compared to the preceding
quarter.
Operating revenues from oil and gas services were $4.0 million higher primarily due to higher
utilization in the Europe region.
Operating revenues from government services were $3.4 million higher primarily due to increased
flight hours and the strengthening of the British pound sterling
relative to the U.S. dollar. Operating revenues from fixed wing
services were $2.6 million higher
primarily due to increased utilization in Australia. Other revenues were $3.2 million lower primarily due to the end of a
customer contract.
Operating expenses were $3.8
million lower in the current quarter primarily due to lower
personnel and maintenance costs, partially offset by higher fuel
costs.
General and administrative expenses were $3.2 million lower in the current quarter
primarily due to lower compensation expenses and decreased
professional services fees.
Merger-related costs, which primarily consist of professional
services fees and severance costs, were $1.7
million in the current quarter compared to $16.5 million in the preceding quarter.
Restructuring costs were $0.9
million in the current quarter compared to $7.9 million in the preceding quarter.
Depreciation and amortization expenses were $5.9 million higher in the current quarter
primarily due to the addition of existing assets to the
depreciation and amortization calculation.
During the current quarter, the Company recognized a loss on
impairment of $21.9 million,
consisting of $16.0 million related
to Petroleum Air Services ("PAS"), an unconsolidated affiliate in
Egypt, and $5.9 million in connection with certain
helicopters held for sale to reflect the helicopters at expected
sales values.
During the current quarter, the Company recognized losses of
$1.5 million from unconsolidated
affiliates compared to losses of $0.4
million in the preceding quarter.
During the current quarter, the Company recognized a
$2.0 million loss on the sale of its
subsidiary in Colombia.
Income tax benefit was $4.8
million in the current quarter compared to $19.1 million in the preceding quarter. The
income tax benefit 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, and the tax impact of the PAS impairment
loss.
Calendar Quarter Results
Operating revenues in the current quarter were $26.8 million higher compared to the quarter
ended June 30, 2020 ("prior year
quarter").
Operating revenues from oil and gas services were $2.3 million lower. Operating revenues in the
Africa region were $15.3 million lower primarily due to the end of
customer contracts and lower utilization. Operating revenues in the
Europe region were $5.1 million lower primarily due to the end of
customer contracts and lower utilization in the U.K., partially
offset by the strengthening of the British pound sterling relative
to the U.S. dollar and increased revenues in Norway due to the strengthening of the
Norwegian krone relative to the U.S. dollar and higher utilization.
These decreases were partially offset by a $18.1 million increase in operating revenues in
the Americas region primarily due to the impact of the Merger.
Operating revenues from government services were $15.8 million higher in the current quarter
primarily due to the impact of the Merger, the strengthening of the
British pound sterling relative to the U.S. dollar and an increase
in flight hours.
Operating revenues from fixed wing services were $13.1 million higher in the current quarter
primarily due to higher utilization.
Operating expenses were $26.9
million higher in the current quarter. Repairs and
maintenance costs were $9.6 million
higher in the current quarter primarily due to the impact of the
Merger, the timing of repairs and higher flight hours. Fuel expense
was $8.8 million higher in the
current quarter primarily due to higher fuel prices, the impact of
the Merger, higher flight hours and unfavorable foreign exchange
impacts. Personnel costs were $5.0
million higher primarily due to the impact of the Merger and
unfavorable foreign exchange impacts.
General and administrative expenses were $2.1 million higher in the current quarter
primarily due to the impact of the Merger.
Merger-related costs, which primarily consist of professional
services fees and severance costs, were $1.7
million in the current quarter compared to $17.4 million in the prior year quarter.
Restructuring costs were $0.9
million in the current quarter compared to $3.0 million in the prior year quarter.
Depreciation and amortization expenses were $6.8 million higher in the current quarter
primarily due to the addition of existing assets to the
depreciation and amortization calculation and the impact of the
Merger.
During the current quarter, the Company recognized a loss on
impairment of $21.9 million,
consisting of $16.0 million related
to PAS and $5.9 million in connection
with certain helicopters held for sale. During the prior year
quarter, the Company recorded a loss on impairment of its
investment in Líder of $18.7 million
and an inventory impairment of $0.5
million.
During the current quarter, the Company sold two S76D medium
helicopters, one B212 medium helicopter and other equipment
resulting in a net gain of $0.5
million. During the prior year quarter, the Company sold one
H225 heavy helicopter and other equipment resulting in a net gain
of $5.5 million.
Interest expense was $1.9 million
lower in the current quarter primarily due to lower debt
balances.
During the current quarter, the Company recognized a
$2.0 million loss on the sale of its
subsidiary in Colombia.
During the prior year quarter, the Company recognized a
$15.4 million gain on change in fair
value of preferred stock derivative liability.
During the prior year quarter, the Company recognized a bargain
purchase gain of $75.4 million
related to the Merger.
Other income, net was $6.2 million
in the current quarter compared to $4.0
million in the prior year quarter.
Income tax benefit was $4.8
million in the current quarter compared to $3.3 million in the prior year quarter. The
income tax benefit 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, and the tax impact of the PAS impairment
loss.
Liquidity and Capital Allocation
As of June 30, 2021, the Company had $244.7 million of unrestricted cash and
$54.1 million of remaining
availability under its amended asset-based revolving credit
facility (the "ABL Facility") for total liquidity of $298.8 million. Borrowings under the amended ABL
Facility are subject to certain conditions and requirements.
In the current quarter, cash proceeds from dispositions of
property and equipment were $10.6
million and purchases of property and equipment were
$3.0 million, resulting in net
(proceeds from)/purchases of property and equipment ("Net Capex")
of $(7.7) million. In the preceding
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 Capex of $2.2 million. See Adjusted Free Cash Flow
Reconciliation for a reconciliation of Net Capex and Adjusted Free
Cash Flow.
Since the commencement of the Board authorized stock repurchase
plan on September 16, 2020, the
Company has repurchased approximately 1.9 million shares for gross
consideration of $50.0 million,
representing an average repurchase price of $25.92 per share.
Conference Call
Management will conduct a conference call starting at
10:00 a.m. ET (9:00 a.m. CT) on Thursday, August 5, 2021,
to review the results for the fiscal first quarter ended
June 30, 2021. The conference call can be accessed as
follows:
All callers will need to reference the access code 3116282.
Within the U.S.: Operator Assisted Toll-Free
Dial-In Number: (800) 353-6461
Outside the U.S.: Operator Assisted International
Dial-In Number: (334) 323-0501
Replay
A telephone replay will be available through August 19, 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 August 19, 2021.
The accompanying investor presentation will be available on
August 5, 2021 on Bristow's website at
www.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 and other assets, including
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, 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
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 (the "Annual
Report") 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 Annual Report 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
(unaudited, in
thousands, except share and per share amounts)
|
|
|
Three Months
Ended
|
|
Favorable/
(Unfavorable)
|
|
June 30,
2021
|
|
March 31,
2021
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
Operating
revenues
|
$
|
288,351
|
|
|
$
|
281,519
|
|
|
$
|
6,832
|
|
Reimbursable
revenues
|
12,251
|
|
|
11,813
|
|
|
438
|
|
Total
revenues
|
300,602
|
|
|
293,332
|
|
|
7,270
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Operating
expenses
|
214,503
|
|
|
218,295
|
|
|
3,792
|
|
Reimbursable
expenses
|
12,114
|
|
|
11,697
|
|
|
(417)
|
|
General and
administrative expenses
|
37,483
|
|
|
40,678
|
|
|
3,195
|
|
Merger-related
costs
|
1,735
|
|
|
16,475
|
|
|
14,740
|
|
Restructuring
costs
|
851
|
|
|
7,887
|
|
|
7,036
|
|
Depreciation and
amortization
|
23,195
|
|
|
17,254
|
|
|
(5,941)
|
|
Total costs and
expenses
|
289,881
|
|
|
312,286
|
|
|
22,405
|
|
|
|
|
|
|
|
Loss on
impairment
|
(21,934)
|
|
|
(1,182)
|
|
|
(20,752)
|
|
Gain (loss) on
disposal of assets
|
499
|
|
|
(7,199)
|
|
|
7,698
|
|
Loss from
unconsolidated affiliates, net
|
(1,517)
|
|
|
(440)
|
|
|
(1,077)
|
|
Operating
loss
|
(12,231)
|
|
|
(27,775)
|
|
|
15,544
|
|
|
|
|
|
|
|
Interest
income
|
66
|
|
|
238
|
|
|
(172)
|
|
Interest
expense
|
(10,624)
|
|
|
(12,108)
|
|
|
1,484
|
|
Loss on extinguishment
of debt
|
—
|
|
|
(28,515)
|
|
|
28,515
|
|
Reorganization items,
net
|
(446)
|
|
|
(407)
|
|
|
(39)
|
|
Loss on sale of
subsidiaries
|
(2,002)
|
|
|
—
|
|
|
(2,002)
|
|
Other, net
|
6,184
|
|
|
7,037
|
|
|
(853)
|
|
Total other income
(expense), net
|
(6,822)
|
|
|
(33,755)
|
|
|
26,933
|
|
Loss before benefit
for income taxes
|
(19,053)
|
|
|
(61,530)
|
|
|
42,477
|
|
Benefit for income
taxes
|
4,842
|
|
|
19,092
|
|
|
(14,250)
|
|
Net loss
|
(14,211)
|
|
|
(42,438)
|
|
|
28,227
|
|
Net (income) loss
attributable to noncontrolling interests
|
14
|
|
|
(152)
|
|
|
166
|
|
Net loss attributable
to Bristow Group Inc
|
$
|
(14,197)
|
|
|
$
|
(42,590)
|
|
|
$
|
28,393
|
|
|
|
|
|
|
|
Basic loss per common
share
|
$
|
(0.50)
|
|
|
$
|
(1.47)
|
|
|
|
Diluted loss per
common share
|
$
|
(0.50)
|
|
|
$
|
(1.47)
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding, basic
|
28,669,417
|
|
|
28,946,945
|
|
|
|
Weighted average
common shares outstanding, diluted
|
28,669,417
|
|
|
28,946,945
|
|
|
|
|
|
|
|
|
|
EBITDA
|
$
|
14,766
|
|
|
$
|
(32,168)
|
|
|
$
|
46,934
|
|
Adjusted
EBITDA
|
$
|
40,458
|
|
|
$
|
23,273
|
|
|
$
|
17,185
|
|
Adjusted EBITDA
excluding asset dispositions
|
$
|
39,959
|
|
|
$
|
30,472
|
|
|
$
|
9,487
|
|
BRISTOW GROUP
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in
thousands, except share and per share amounts)
|
|
|
Three Months
Ended
|
|
Favorable/
(Unfavorable)
|
|
June 30,
2021
|
|
June 30,
2020
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
Operating
revenues
|
$
|
288,351
|
|
|
$
|
261,508
|
|
|
$
|
26,843
|
|
Reimbursable
revenues
|
12,251
|
|
|
8,685
|
|
|
3,566
|
|
Total
revenues
|
300,602
|
|
|
270,193
|
|
|
30,409
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Operating
expenses
|
214,503
|
|
|
187,555
|
|
|
(26,948)
|
|
Reimbursable
expenses
|
12,114
|
|
|
8,648
|
|
|
(3,466)
|
|
General and
administrative expenses
|
37,483
|
|
|
35,394
|
|
|
(2,089)
|
|
Merger-related
costs
|
1,735
|
|
|
17,418
|
|
|
15,683
|
|
Restructuring
costs
|
851
|
|
|
3,012
|
|
|
2,161
|
|
Depreciation and
amortization
|
23,195
|
|
|
16,356
|
|
|
(6,839)
|
|
Total costs and
expenses
|
289,881
|
|
|
268,383
|
|
|
(21,498)
|
|
|
|
|
|
|
|
Loss on
impairment
|
(21,934)
|
|
|
(19,233)
|
|
|
(2,701)
|
|
Gain on disposal of
assets
|
499
|
|
|
5,522
|
|
|
(5,023)
|
|
Loss from
unconsolidated affiliates, net
|
(1,517)
|
|
|
(1,978)
|
|
|
461
|
|
Operating
loss
|
(12,231)
|
|
|
(13,879)
|
|
|
1,648
|
|
|
|
|
|
|
|
Interest
income
|
66
|
|
|
262
|
|
|
(196)
|
|
Interest
expense
|
(10,624)
|
|
|
(12,504)
|
|
|
1,880
|
|
Loss on extinguishment
of debt
|
—
|
|
|
(615)
|
|
|
615
|
|
Reorganization items,
net
|
(446)
|
|
|
—
|
|
|
(446)
|
|
Loss on sale of
subsidiaries
|
(2,002)
|
|
|
—
|
|
|
(2,002)
|
|
Change in fair value
of preferred stock derivative liability
|
—
|
|
|
15,416
|
|
|
(15,416)
|
|
Gain on bargain
purchase
|
—
|
|
|
75,433
|
|
|
(75,433)
|
|
Other, net
|
6,184
|
|
|
4,001
|
|
|
2,183
|
|
Total other income
(expense), net
|
(6,822)
|
|
|
81,993
|
|
|
(88,815)
|
|
Income (loss) before
benefit for income taxes
|
(19,053)
|
|
|
68,114
|
|
|
(87,167)
|
|
Benefit for income
taxes
|
4,842
|
|
|
3,290
|
|
|
1,552
|
|
Net income
(loss)
|
(14,211)
|
|
|
71,404
|
|
|
(85,615)
|
|
Net loss attributable
to noncontrolling interests
|
14
|
|
|
73
|
|
|
(59)
|
|
Net income (loss)
attributable to Bristow Group Inc
|
$
|
(14,197)
|
|
|
$
|
71,477
|
|
|
$
|
(85,674)
|
|
|
|
|
|
|
|
Basic earnings (loss)
per common share(1)
|
$
|
(0.50)
|
|
|
$
|
18.41
|
|
|
|
Diluted earnings
(loss) per common share(1)
|
$
|
(0.50)
|
|
|
$
|
5.16
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding, basic
|
28,669,417
|
|
|
11,102,611
|
|
|
|
Weighted average
common shares outstanding, diluted
|
28,669,417
|
|
|
38,988,528
|
|
|
|
|
|
|
|
|
|
EBITDA
|
$
|
14,766
|
|
|
$
|
96,974
|
|
|
$
|
(82,208)
|
|
Adjusted
EBITDA
|
$
|
40,458
|
|
|
$
|
49,780
|
|
|
$
|
(9,322)
|
|
Adjusted EBITDA
excluding asset dispositions
|
$
|
39,959
|
|
|
$
|
44,258
|
|
|
$
|
(4,299)
|
|
|
|
(1)
|
For the three months
ended June 30, 2020, EPS takes into account the impact of the
Merger.
|
Beginning in fiscal year 2022, the revenues by line of service
tables have been modified to more accurately reflect how management
views the Company's lines of service. These changes include the
addition of a Government services line of service which includes
revenues from U.K. SAR, the U.S. Bureau of Safety and Environmental
Enforcement ("BSEE"), and other government contracts. In addition,
our Other activities and services ("other" services) will now
reflect revenues derived from leasing aircraft to non-governmental
third party operators, oil and gas contracts that do not materially
fit into one of the three major oil and gas operating regions and
other services as they arise. As such, operating revenues from
Asia Pacific oil and gas services
are now shown under other services following the exit of that line
of service in the Asia Pacific
region in the Current Quarter. Prior period amounts will not match
the previously reported amounts by individual lines of service.
Management believes this change provides more relevant information
needed to understand and analyze the Company's current lines of
service.
BRISTOW GROUP
INC.
REVENUES BY LINE
OF SERVICE
(unaudited, in
thousands)
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
June 30,
2021
|
|
March 31,
2021
|
|
June 30,
2020
|
Oil and gas
services:
|
|
|
|
|
|
Europe
|
$
|
99,901
|
|
|
$
|
93,850
|
|
|
$
|
105,029
|
|
Americas
|
75,003
|
|
|
72,785
|
|
|
56,893
|
|
Africa
|
14,692
|
|
|
18,976
|
|
|
30,015
|
|
Total oil and gas
services
|
189,596
|
|
|
185,611
|
|
|
191,937
|
|
Government
services(1)
|
70,436
|
|
|
67,032
|
|
|
54,611
|
|
Fixed wing
services
|
24,654
|
|
|
22,013
|
|
|
11,559
|
|
Other
services(2)
|
3,665
|
|
|
6,863
|
|
|
3,401
|
|
|
$
|
288,351
|
|
|
$
|
281,519
|
|
|
$
|
261,508
|
|
|
|
(1)
|
Includes revenues of
approximately $7.8 million and $2.0 million related to
government services that were previously included in the oil and
gas and other service lines for the three months ended March 31,
2021 and June 30, 2020, respectively.
|
(2)
|
Includes Asia Pacific
and certain Europe revenues of approximately $3.2 million and
$3.5 million that were previously included in the oil and gas
service line for the three months ended March 31, 2021 and June 30,
2020, respectively.
|
FLIGHT HOURS BY
LINE OF SERVICE
(unaudited)
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
June 30,
2021
|
|
March 31,
2021
|
|
June 30,
2020
|
Oil and gas
services:
|
|
|
|
|
|
Europe
|
11,833
|
|
|
11,207
|
|
|
12,438
|
|
Americas
|
8,777
|
|
|
8,237
|
|
|
4,807
|
|
Africa
|
2,078
|
|
|
2,180
|
|
|
1,457
|
|
Total oil and gas
services
|
22,688
|
|
|
21,624
|
|
|
18,702
|
|
Government
services(1)
|
3,925
|
|
|
3,240
|
|
|
2,468
|
|
Fixed wing
services
|
3,296
|
|
|
3,458
|
|
|
2,164
|
|
Other
services(2)(3)
|
9
|
|
|
110
|
|
|
85
|
|
|
29,918
|
|
|
28,432
|
|
|
23,419
|
|
|
|
(1)
|
Includes flight hours
of approximately 953 and 299 hours related to government services
that were previously included in the oil and gas and other service
lines for the three months ended March 31, 2021 and June 30, 2020,
respectively.
|
(2)
|
Consists of Asia
Pacific flight hours that were previously included in the oil and
gas service line for the three months ended March 31, 2021 and June
30, 2020, respectively.
|
(3)
|
Does not include
hours flown by helicopters in third party leasing
contracts
|
BRISTOW GROUP
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in
thousands)
|
|
|
June 30,
2021
|
|
March 31,
2021
|
ASSETS
|
(unaudited)
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
|
248,674
|
|
|
$
|
231,079
|
|
Accounts
receivable
|
198,144
|
|
|
215,620
|
|
Inventories
|
92,894
|
|
|
92,180
|
|
Assets held for
sale
|
7,432
|
|
|
14,750
|
|
Prepaid expenses and
other current assets
|
30,251
|
|
|
32,119
|
|
Total current
assets
|
577,395
|
|
|
585,748
|
|
Property and
equipment
|
1,082,116
|
|
|
1,090,094
|
|
Accumulated
depreciation
|
(107,459)
|
|
|
(85,535)
|
|
Net property and
equipment
|
974,657
|
|
|
1,004,559
|
|
Investment in
unconsolidated affiliates
|
19,416
|
|
|
37,530
|
|
Right-of-use
assets
|
226,970
|
|
|
246,667
|
|
Other
assets
|
115,215
|
|
|
117,766
|
|
Total
assets
|
$
|
1,913,653
|
|
|
$
|
1,992,270
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
|
63,844
|
|
|
$
|
69,542
|
|
Accrued
liabilities
|
214,039
|
|
|
219,613
|
|
Short-term borrowings
and current maturities of long-term debt
|
16,043
|
|
|
15,965
|
|
Total current
liabilities
|
293,926
|
|
|
305,120
|
|
Long-term debt, less
current maturities
|
525,571
|
|
|
527,528
|
|
Deferred
taxes
|
33,801
|
|
|
42,430
|
|
Long-term operating
lease liabilities
|
152,258
|
|
|
167,718
|
|
Deferred credits and
other liabilities
|
45,939
|
|
|
50,831
|
|
Total
liabilities
|
1,051,495
|
|
|
1,093,627
|
|
|
|
|
|
Redeemable
noncontrolling interests
|
—
|
|
|
1,572
|
|
Stockholders'
investment
|
|
|
|
Common
stock
|
303
|
|
|
303
|
|
Additional paid-in
capital
|
690,041
|
|
|
687,715
|
|
Retained
earnings
|
212,814
|
|
|
227,011
|
|
Treasury shares, at
cost
|
(35,700)
|
|
|
(10,501)
|
|
Accumulated other
comprehensive income
|
(4,749)
|
|
|
(6,915)
|
|
Total Bristow Group
Inc. stockholders' investment
|
862,709
|
|
|
897,613
|
|
Noncontrolling
interests
|
(551)
|
|
|
(542)
|
|
Total stockholders'
investment
|
862,158
|
|
|
897,071
|
|
Total liabilities,
and stockholders' equity
|
$
|
1,913,653
|
|
|
$
|
1,992,270
|
|
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).
|
Three Months
Ended
|
|
June 30,
2021
|
|
March 31,
2021
|
|
June 30,
2020
|
Net income
(loss)
|
(14,211)
|
|
|
(42,438)
|
|
|
71,404
|
|
Depreciation and
amortization
|
23,195
|
|
|
17,254
|
|
|
16,356
|
|
Interest
expense
|
10,624
|
|
|
12,108
|
|
|
12,504
|
|
Income tax (benefit)
expense
|
(4,842)
|
|
|
(19,092)
|
|
|
(3,290)
|
|
EBITDA
|
$
|
14,766
|
|
|
$
|
(32,168)
|
|
|
$
|
96,974
|
|
Special items
(1)
|
25,692
|
|
|
55,441
|
|
|
(47,194)
|
|
Adjusted
EBITDA
|
$
|
40,458
|
|
|
$
|
23,273
|
|
|
$
|
49,780
|
|
(Gains) losses on
asset dispositions, net
|
(499)
|
|
|
7,199
|
|
|
(5,522)
|
|
Adjusted EBITDA
excluding asset dispositions
|
$
|
39,959
|
|
|
$
|
30,472
|
|
|
$
|
44,258
|
|
|
|
|
|
(1)
|
Special items include
the following:
|
|
|
|
Three Months
Ended
|
|
June 30,
2021
|
|
March 31,
2021
|
|
June 30,
2020
|
Organizational
restructuring costs
|
$
|
851
|
|
|
$
|
7,887
|
|
|
$
|
3,011
|
|
Loss on
impairment
|
21,934
|
|
|
1,182
|
|
|
19,233
|
|
PBH intangible
amortization
|
2,846
|
|
|
3,964
|
|
|
5,136
|
|
Merger-related
costs
|
1,735
|
|
|
16,475
|
|
|
17,420
|
|
Government
grants(2)
|
(390)
|
|
|
(375)
|
|
|
(1,760)
|
|
Bargain purchase
gain
|
—
|
|
|
—
|
|
|
(75,433)
|
|
Early extinguishment
of debt fees
|
—
|
|
|
28,515
|
|
|
615
|
|
Change in fair value
of preferred stock derivative liability
|
—
|
|
|
—
|
|
|
(15,416)
|
|
Bankruptcy related
costs
|
446
|
|
|
407
|
|
|
—
|
|
Insurance
proceeds
|
(3,732)
|
|
|
(2,614)
|
|
|
—
|
|
Loss on sale of
subsidiaries
|
2,002
|
|
|
—
|
|
|
—
|
|
|
$
|
25,692
|
|
|
$
|
55,441
|
|
|
$
|
(47,194)
|
|
___________________________
|
(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
|
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
June 30, 2021
|
|
Three Months
Ended
March 31, 2021
|
Net cash provided by
operating activities
|
$
|
36,441
|
|
|
$
|
36,776
|
|
Plus: Proceeds from
disposition of property and equipment
|
10,621
|
|
|
1,381
|
|
Less: Purchases of
property and equipment
|
(2,968)
|
|
|
(3,612)
|
|
Free Cash
Flow
|
$
|
44,094
|
|
|
$
|
34,545
|
|
Plus: Organizational
restructuring costs
|
706
|
|
|
1,939
|
|
Plus: Merger-related
costs
|
1,853
|
|
|
18,827
|
|
Less: Government
grants
|
(343)
|
|
|
(375)
|
|
Adjusted Free Cash
Flow
|
$
|
46,310
|
|
|
$
|
54,936
|
|
Net (proceeds
from)/purchases of property and equipment ("Net Capex")
|
(7,653)
|
|
|
2,231
|
|
Adjusted Free Cash
Flow excluding Net Capex
|
$
|
38,657
|
|
|
$
|
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-92A
|
|
35
|
|
|
26
|
|
|
—
|
|
|
61
|
|
|
19
|
|
|
12
|
|
S-92A 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
|
|
|
34
|
|
|
2
|
|
|
91
|
|
|
|
|
|
Medium
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AW139
|
|
52
|
|
|
7
|
|
|
—
|
|
|
59
|
|
|
12
|
|
|
10
|
|
S-76
C+/C++
|
|
17
|
|
|
—
|
|
|
4
|
|
|
21
|
|
|
12
|
|
|
13
|
|
S-76D
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
12
|
|
|
7
|
|
B212
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
12
|
|
|
39
|
|
|
|
79
|
|
|
7
|
|
|
4
|
|
|
90
|
|
|
|
|
|
Light—Twin Engine
Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AW109
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
7
|
|
|
15
|
|
EC135
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
6
|
|
|
12
|
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
|
|
|
Light—Single
Engine Helicopters:
|
|
|
|
|
|
|
|
|
|
|
|
|
AS350
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
4
|
|
|
24
|
|
AW119
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
7
|
|
|
15
|
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Helicopters
|
|
180
|
|
|
41
|
|
|
6
|
|
|
227
|
|
|
|
|
12
|
|
Fixed wing
|
|
7
|
|
|
4
|
|
|
—
|
|
|
11
|
|
|
|
|
|
UAV
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
|
|
|
Total
Fleet
|
|
187
|
|
|
47
|
|
|
6
|
|
|
240
|
|
|
|
|
|
______________________
|
(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
June 30, 2021 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
|
57
|
%
|
|
63
|
|
|
12
|
|
|
—
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
81
|
|
Americas
|
29
|
%
|
|
22
|
|
|
58
|
|
|
16
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
122
|
|
Asia
Pacific
|
8
|
%
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
11
|
|
Africa
|
6
|
%
|
|
6
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
26
|
|
Total
|
100
|
%
|
|
91
|
|
|
90
|
|
|
16
|
|
|
30
|
|
|
2
|
|
|
11
|
|
|
240
|
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/bristow-group-reports-first-quarter-fiscal-year-2022-results-301348756.html
SOURCE Bristow Group