•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”)
FOR IMMEDIATE RELEASE — 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.”
1
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
2
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.
3
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/.
4
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.
5
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
6
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.
7
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.
8
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
9
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
10
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
11
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
12
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)
13
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
14
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
15
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.
