•Net loss of $57.1 million, or $1.97 per diluted share, in Q3 FY21 primarily due to a non-cash impairment charge
•EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $47.4 million in Q3 FY21 compared to $54.2 million in Q2
•Adjusted Free Cash Flow excluding Net Capex was $26.8 million in Q3 FY21
•As of December 31, 2020, unrestricted cash balance was $293.5 million with total liquidity of $345.0 million
FOR IMMEDIATE RELEASE — Bristow Group Inc. (NYSE: VTOL) today reported net loss attributable to the Company of $57.1 million, or $1.97 per diluted share, for its fiscal third quarter ended December 31, 2020 (“current quarter”) on operating revenues of $300.3 million compared to net loss attributable to the Company of $27.9 million, or $0.95 per diluted share, for the quarter ended September 30, 2020 (“preceding quarter”) on operating revenues of $295.7 million. The primary driver of the net loss in the current quarter was the impairment of our investment in Cougar Helicopters Inc. (“Cougar”) in Canada.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $(12.7) million in the current quarter compared to $12.6 million in the preceding quarter. EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $47.4 million in the current quarter compared to $54.2 million in the preceding quarter. The following table provides a bridge between EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding gains or losses on asset dispositions. See Reconciliation of Non-GAAP Metrics for a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA.
Three Months Ended,
September 30, 2020
December 31, 2020
Successor
EBITDA
$
12,568
$
(12,679)
Special items:
Loss on impairment
17,596
53,249
PBH intangible amortization
5,644
5,641
Merger-related costs
4,497
4,450
Organizational restructuring costs
13,326
1,547
Loss on early extinguishment of debt
—
229
Government grants
(2,201)
(1,075)
Bankruptcy related costs
—
(1,984)
Bargain purchase gain
(5,660)
—
$
33,202
$
62,057
Adjusted EBITDA
$
45,770
$
49,378
(Gains) losses on asset dispositions, net
8,473
(1,951)
Adjusted EBITDA excluding asset dispositions
$
54,243
$
47,427
“The Company continues to make significant integration progress following the merger of Era and Bristow in June 2020,” said Chris Bradshaw, President and Chief Executive Officer of Bristow. “We are pleased to announce a further increase in the amount of identified synergies to at least $50 million of annualized cost savings, of which projects representing $27 million of annualized synergies have already been completed.”
1
Sequential Quarter Results
Operating revenues were $4.6 million higher in the current quarter compared to the preceding quarter.
Operating revenues from oil and gas operations were $1.5 million higher than the preceding quarter. Higher utilization in the Americas, Africa and Asia Pacific regions was partially offset by lower utilization in the Europe Caspian region. Operating revenues from U.K. SAR services were $0.5 million lower in the current quarter primarily due to fewer flight hours, partially offset by the strengthening of the British pound sterling (“GBP”) relative to the U.S. dollar. Operating revenues from fixed wing services were $0.3 million lower in the current quarter primarily due to decreased activity, partially offset by the strengthening of the Australian dollar relative to the U.S. dollar. Operating revenues from other services were $3.8 million higher primarily due to increased part sales.
Operating expenses were $3.7 million lower in the current quarter. Lower personnel costs, due to the recognition of severance expense in the preceding quarter related to the merger of Era Group Inc. and Bristow Group Inc. (the “Merger”), were partially offset by higher maintenance costs.
General and administrative expenses were $1.3 million lower in the current quarter primarily due to decreased professional services fees.
During the current 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 preceding quarter, the Company recognized a loss on impairment of $12.4 million related to the write down of inventory and a loss on impairment of $5.2 million related to helicopters that were transferred to held for sale assets.
During the current 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 preceding quarter, the Company sold ten H225 heavy, nine S-76C++ medium and twelve B407 single engine helicopters for cash proceeds of $40.5 million resulting in losses of $8.5 million.
During the current quarter, the Company recognized earnings of $0.9 million from equity investments compared to $1.9 million in the preceding quarter due to higher earnings from Cougar in the preceding quarter.
During the current quarter, the Company recognized a reorganization item gain of $2.0 million related to the Company’s non-qualified deferred compensation plan for the Company’s former senior executives.
During the preceding quarter, the Company recognized a bargain purchase gain of $5.7 million related to the Merger.
Other income, net of $5.6 million in the current quarter was primarily due to other income related to Airnorth (government grants) 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. Other income, net of $10.6 million in the preceding quarter was primarily due to net foreign exchange gains of $6.9 million, other income related to Airnorth (government grants) of $2.7 million and a favorable interest adjustment to the Company’s pension liability of $0.9 million.
Income tax expense was $13.4 million in the current quarter and $8.6 million in the preceding quarter. The expense in the current quarter was primarily due to nondeductible expenses related to impairment and the Merger, variability of earnings in different jurisdictions and the impact of valuation allowances.
Calendar Quarter Results
Operating revenues were $5.3 million higher in the current quarter compared to the three months ended December 31, 2019 (the “prior year quarter”).
Operating revenues from oil and gas operations were $2.9 million higher in the current quarter. Operating revenues in the Americas were $36.3 million higher primarily due to the impact of the Merger. Operating revenues in the Asia Pacific and Africa regions were $0.5 million and $16.2 million lower, respectively, primarily due to lower utilization. Operating revenues in the Europe Caspian region were $16.7 million lower primarily due to lower utilization, partially offset by the strengthening of the GBP relative to the U.S. dollar.
Operating revenues from U.K. SAR services were $1.8 million higher in the current quarter primarily due to the strengthening of the GBP relative to the U.S. dollar and an increase in flight hours.
2
Operating revenues from fixed wing services were $5.7 million lower in the current quarter primarily due to lower utilization.
Operating revenues from other services were $6.2 million higher due to higher part sales and the benefit of the Merger.
Operating expenses were $10.4 million lower in the current quarter. Maintenance costs were $5.4 million lower primarily due to lower activity in the current quarter and betterment-detriment expenses incurred in the prior year quarter, partially offset by the impact of the Merger. Lease costs were $2.7 million lower primarily due to fewer aircraft on lease. Fuel, training and other costs decreased $5.3 million, $1.9 million and $2.0 million, respectively, primarily due to lower activity. These decreases were partially offset by an increase in insurance costs of $3.9 million primarily due to higher premiums and the impact of the Merger and an increase in personnel costs of $3.1 million primarily due to the impact of the Merger.
General and administrative expenses were $3.4 million lower in the current quarter primarily due to decreased professional services fees.
Merger-related costs of $4.5 million in the current quarter primarily consist of professional services fees and severance costs related to the Merger.
Depreciation and amortization expenses were $2.2 million lower in the current quarter primarily due to fewer helicopters and the revaluation of assets in connection with the adoption of fresh-start accounting.
During the current quarter, the Company recognized a loss on impairment of $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 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, the Company recognized earnings of $0.9 million from its equity investments compared to $5.1 million in the prior year quarter. The prior year quarter included earnings from Líder Táxi Aéreo S.A. (“Líder”), which the Company has subsequently initiated a partial dissolution process to exit its equity investment, and from Cougar, which was impaired during the current quarter.
Interest expense was $75.7 million lower in the current quarter. During the prior year quarter, the Company incurred a $56.9 million expense related to Chapter 11 of Title 11 of the U.S. Code (“Chapter 11”) activities. Excluding this, interest expense was lower in the current quarter due to lower debt balances.
During the current quarter, the Company recognized a reorganization item gain of $2.0 million related to the Company’s non-qualified deferred compensation plan for the Company’s former senior executives. Reorganization items incurred in the prior year quarter related to Chapter 11.
Other income, net of $5.6 million in the current quarter was primarily due to other income related to Airnorth (government grants) 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. Other income, net of $10.7 million in the prior year quarter was primarily due to net foreign exchange gains of $10.6 million and a favorable interest adjustment to the Company’s pension liability of $0.1 million.
Income tax expense was $13.4 million in the current quarter compared to a benefit of $2.3 million in the prior year quarter. The expense in the current quarter was primarily due to nondeductible expenses related to impairment and the Merger, variability of earnings in different jurisdictions and the impact of valuation allowances.
Liquidity and Capital Allocation
As of December 31, 2020, the Company had $293.5 million of unrestricted cash and $51.5 million of remaining availability under its amended asset-based revolving credit facility (the “ABL Facility”) for total liquidity of $345.0 million. Borrowings under the amended ABL Facility are subject to certain conditions and requirements.
During the current quarter, the Company repurchased 102,925 shares of common stock in open market transactions for gross consideration of $2.4 million, which is an average purchase price per share of $23.49. During the preceding quarter, the Company repurchased 345,327 shares for gross consideration of $7.6 million, representing an average purchase price of $21.93 per share.
During the current quarter, the Company repurchased $12.1 million face value of the 7.750% Senior Notes at 97.5% for total cash of $12.2 million, including accrued interest of $0.4 million, and recognized a loss on debt
3
extinguishment of $0.2 million. The Company also made final payments of $12.7 million and $4.0 million, inclusive of interest, upon maturity of two promissory notes.
In the current 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 (proceeds from)/purchases of property and equipment (“Net Capex”) of $(10.5) million. In the preceding quarter, cash proceeds from dispositions of property and equipment were $40.5 million and purchases of property and equipment were $4.5 million, resulting in Net Capex of $(36.0) 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 Wednesday, February 3, 2021, to review the results for the fiscal third quarter ended December 31, 2020. The conference call can be accessed as follows:
All callers will need to reference the access code 6114092
.
Within the U.S.: Operator Assisted Toll-Free Dial-In Number: (800) 458-4121
Outside the U.S.: Operator Assisted International Dial-In Number: (323) 794-2597
Replay
A telephone replay will be available through February 17, 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 February 17, 2021. The accompanying investor presentation will be available on February 3, 2021 on Bristow’s website at www.bristowgroup.com.
For additional information concerning Bristow, contact Grant Newman at (713) 369-4692 or visit Bristow Group’s website at https://ir.bristowgroup.com/.
About Bristow Group
Bristow Group Inc. is the leading global provider of vertical flight solutions. Bristow primarily provides aviation services to a broad base of major integrated, national and independent offshore energy companies. Bristow provides commercial search and rescue (“SAR”) services in several countries and public sector SAR services in the United Kingdom (“U.K.”) on behalf of the Maritime & Coastguard Agency (“MCA”). Additionally, the Company also offers ad hoc helicopter and fixed wing transportation services.
Bristow currently has customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K. and the U.S.
Forward-Looking Statements Disclosure
This press release contains “forward-looking statements.” Forward-looking statements give Bristow Group Inc.’s (the “Company”) current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or other similar words. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management’s current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company’s actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements.
Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: the COVID-19 pandemic and related economic repercussions have resulted, and may continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services; expected cost synergies and other benefits of the merger (the “Merger”) of the entity formerly known as Bristow Group Inc. (“Old Bristow”)
4
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 affects Brexit will have on the British, EU and global economies and demand for oil and natural gas; potential effects of increased competition; the inability to remediate the material weaknesses identified in internal controls over financial reporting relating to our monitoring control processes; 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, action 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 UK 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 joint proxy and consent solicitation statement/prospectus (File No. 333-237557), filed with the United States Securities and Exchange Commission (the “SEC”) on May 5, 2020 and the Company’s Quarterly Report on Form 10-Q for the Quarter ended December 31, 2020, which we believe over time, could cause our actual results, performance or achievements to differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. You should consider all risks and uncertainties disclosed in the Proxy Statement and in our filings with the SEC, all of which are accessible on the SEC’s website at www.sec.gov.
5
BRISTOW GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share amounts)
Three Months Ended September 30, 2020
Three Months Ended December 31, 2020
Favorable/ (Unfavorable)
Successor
Revenue:
Operating revenue
$
295,722
$
300,275
$
4,553
Reimbursable revenue
8,918
9,622
704
Total revenues
304,640
309,897
5,257
Costs and expenses:
Operating expense
231,953
228,246
3,707
Reimbursable expense
8,919
9,525
(606)
General and administrative
39,268
37,931
1,337
Merger-related costs
4,497
4,450
47
Depreciation and amortization
18,537
17,931
606
Total costs and expenses
303,174
298,083
5,091
Loss on impairment
(17,596)
(53,249)
(35,653)
Gain (loss) on asset dispositions
(8,473)
1,951
10,424
Earnings from unconsolidated affiliates, net
1,948
896
(1,052)
Operating loss
(22,655)
(38,588)
(15,933)
Interest income
434
359
(75)
Interest expense
(13,445)
(13,203)
242
Reorganization items, net
—
1,984
1,984
Bargain purchase gain
5,660
—
(5,660)
Other, net
10,592
5,635
(4,957)
Total other income (expense)
3,241
(5,225)
(8,466)
Loss before income taxes
(19,414)
(43,813)
(24,399)
Provision for income taxes
(8,578)
(13,447)
(4,869)
Net loss
(27,992)
(57,260)
(29,268)
Net loss attributable to noncontrolling interests
131
139
8
Net loss attributable to Bristow Group Inc.
$
(27,861)
$
(57,121)
$
(29,260)
Basic loss per common share
$
(0.95)
$
(1.97)
Diluted loss per common share
$
(0.95)
$
(1.97)
Weighted average common shares outstanding, basic
29,357,959
28,944,908
Weighted average common shares outstanding, diluted
29,357,959
28,944,908
EBITDA
$
12,568
$
(12,679)
Adjusted EBITDA
$
45,770
$
49,378
Adjusted EBITDA excluding asset dispositions
$
54,243
$
47,427
6
BRISTOW GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share amounts)
Three Months Ended December 31, 2019
One Month Ended October 31, 2019
Two Months Ended December 31, 2019
Three Months Ended December 31, 2019
Three Months Ended December 31, 2020
Predecessor
Successor
Combined
Successor
Revenue:
Operating revenue
$
101,659
$
193,322
$
294,981
$
300,275
Reimbursable revenue
4,168
7,602
11,770
9,622
Total revenues
105,827
200,924
306,751
309,897
Costs and expenses:
Operating expense
79,802
158,845
238,647
228,246
Reimbursable expense
4,049
7,707
11,756
9,525
General and administrative
15,965
25,358
41,323
37,931
Merger-related costs
—
318
318
4,450
Depreciation and amortization
8,222
11,926
20,148
17,931
Total costs and expenses
108,038
204,154
312,192
298,083
Loss on impairment
—
—
—
(53,249)
Gain (loss) on asset dispositions
249
(154)
95
1,951
Earnings from unconsolidated affiliates, net
3,609
1,499
5,108
896
Operating income (loss)
1,647
(1,885)
(238)
(38,588)
Interest income
165
202
367
359
Interest expense
(79,235)
(9,674)
(88,909)
(13,203)
Reorganization items, net
(447,674)
—
(447,674)
1,984
Change in fair value of preferred stock derivative liability
—
(133,315)
(133,315)
—
Other, net
7,009
3,729
10,738
5,635
Total other income (expense)
(519,735)
(139,058)
(658,793)
(5,225)
Loss before income taxes
(518,088)
(140,943)
(659,031)
(43,813)
Benefit (provision) for income taxes
13,889
(11,600)
2,289
(13,447)
Net loss
(504,199)
(152,543)
(656,742)
(57,260)
Net income attributable to noncontrolling interests
5
31
36
139
Net loss attributable to Bristow Group Inc.
$
(504,194)
$
(152,512)
$
(656,706)
$
(57,121)
Basic loss per common share
$
(14.04)
$
(14.49)
N/A(1)
$
(1.97)
Diluted loss per common share
$
(14.04)
$
(14.49)
N/A(1)
$
(1.97)
Weighted average common shares outstanding, basic
35,918,916
11,235,535
N/A(1)
28,944,908
Weighted average common shares outstanding, diluted
35,918,916
11,235,535
N/A(1)
28,944,908
EBITDA
$
(430,631)
$
(119,343)
$
(549,974)
$
(12,679)
Adjusted EBITDA
$
17,431
$
24,337
$
41,768
$
49,378
Adjusted EBITDA excluding asset dispositions
$
17,182
$
24,491
$
41,673
$
47,427
___________________________
(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.
7
BRISTOW GROUP INC.
REVENUES BY LINE OF SERVICE
(unaudited, in thousands)
Three Months Ended December 31, 2019
One Month Ended October 31, 2019
Two Months Ended December 31, 2019
Three Months Ended December 31, 2019
Three Months Ended September 30, 2020
Three Months Ended December 31, 2020
Predecessor
Successor
Combined
Successor
Oil and gas:
Europe Caspian
$
38,200
$
71,888
$
110,088
$
98,495
$
93,383
Americas
21,416
39,758
61,174
93,102
97,435
Africa
12,924
26,286
39,210
21,237
23,055
Asia Pacific
1,745
2,090
3,835
2,920
3,383
Total oil and gas
74,285
140,022
214,307
215,754
217,256
UK SAR Services
17,858
36,822
54,680
56,978
56,470
Fixed Wing Services
9,397
16,333
25,730
20,310
20,054
Other
119
145
264
2,680
6,495
$
101,659
$
193,322
$
294,981
$
295,722
$
300,275
FLIGHT HOURS BY LINE OF SERVICE
(unaudited)
Three Months Ended December 31, 2019
One Month Ended October 31, 2019
Two Months Ended December 31, 2019
Three Months Ended December 31, 2019
Three Months Ended September 30, 2020
Three Months Ended December 31, 2020
Predecessor
Successor
Combined
Successor
Oil and gas:
Europe Caspian
5,146
9,215
14,361
12,330
11,956
Americas
3,119
5,296
8,415
10,891
10,990
Africa
1,398
2,770
4,168
1,743
2,353
Asia Pacific
83
141
224
62
241
Total oil and gas
9,746
17,422
27,168
25,026
25,540
UK SAR Services
779
1,530
2,309
2,797
2,321
Fixed Wing Services
1,187
2,147
3,334
3,391
3,494
11,712
21,099
32,811
31,214
31,355
8
BRISTOW GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
Successor
December 31, 2020
March 31, 2020
ASSETS
(unaudited)
Current assets:
Cash and cash equivalents
$
297,833
$
199,121
Accounts receivable
231,587
180,683
Inventories
97,422
82,419
Assets held for sale
17,531
32,401
Prepaid expenses and other current assets
31,516
29,527
Total current assets
675,889
524,151
Investment in unconsolidated affiliates
38,368
110,058
Property and equipment
1,099,878
901,314
Accumulated depreciation
(71,249)
(24,560)
Net property and equipment
1,028,629
876,754
Right-of-use assets
266,651
305,962
Other assets
126,245
128,336
Total assets
$
2,135,782
$
1,945,261
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
63,161
$
52,110
Accrued liabilities
214,661
200,129
Short-term borrowings and current maturities of long-term debt
48,069
45,739
Total current liabilities
325,891
297,978
Long-term debt, less current maturities
568,368
515,385
Preferred stock embedded derivative
—
286,182
Deferred taxes
65,355
22,775
Long-term operating lease liabilities
183,994
224,595
Deferred credits and other liabilities
11,670
22,345
Total liabilities
1,155,278
1,369,260
Redeemable noncontrolling interests
1,453
—
Mezzanine equity
—
149,785
Stockholders’ investment
Common stock
303
1
Additional paid-in capital
685,575
295,897
Retained earnings
269,600
139,228
Treasury shares, at cost
(10,007)
—
Accumulated other comprehensive income
34,153
(8,641)
Total Bristow Group Inc. stockholders’ investment
979,624
426,485
Noncontrolling interests
(573)
(269)
Total stockholders’ investment
979,051
426,216
Total liabilities, mezzanine equity and stockholders’ investment
$
2,135,782
$
1,945,261
9
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).
Sequential Quarter Results
Three Months Ended September 30, 2020
Three Months Ended December 31, 2020
Successor
Net loss
$
(27,992)
$
(57,260)
Depreciation and amortization
18,537
17,931
Interest expense
13,445
13,203
Income tax (benefit) expense
8,578
13,447
EBITDA
$
12,568
$
(12,679)
Special items (1)
33,202
62,057
Adjusted EBITDA
$
45,770
$
49,378
(Gains) losses on asset dispositions, net
8,473
(1,951)
Adjusted EBITDA excluding asset dispositions
$
54,243
$
47,427
(1) Special items include the following:
Three Months Ended September 30, 2020
Three Months Ended December 31, 2020
Successor
Loss on impairment
$
17,596
$
53,249
PBH intangible amortization
5,644
5,641
Merger-related costs
4,497
4,450
Organizational restructuring costs
13,326
1,547
Loss on early extinguishment of debt
—
229
Government grants(2)
(2,201)
(1,075)
Bankruptcy related costs
—
(1,984)
Bargain purchase gain
(5,660)
—
$
33,202
$
62,057
___________________________
(2) COVID-19 related government relief grants
10
Calendar Quarter Results
Three Months Ended December 31, 2019
One Month Ended October 31, 2019
Two Months Ended December 31, 2019
Three Months Ended December 31, 2019
Three Months Ended December 31, 2020
Predecessor
Successor
Combined
Successor
Net loss
$
(504,199)
$
(152,543)
$
(656,742)
$
(57,260)
Depreciation and amortization
8,222
11,926
20,148
17,931
Interest expense
79,235
9,674
88,909
13,203
Income tax (benefit) expense
(13,889)
11,600
(2,289)
13,447
EBITDA
$
(430,631)
$
(119,343)
$
(549,974)
$
(12,679)
Special items (1)
448,062
143,680
591,742
62,057
Adjusted EBITDA
$
17,431
$
24,337
$
41,768
$
49,378
(Gains) losses on asset dispositions, net
(249)
154
(95)
(1,951)
Adjusted EBITDA excluding asset dispositions
$
17,182
$
24,491
$
41,673
$
47,427
(1) Special items include the following:
Three Months Ended December 31, 2019
One Month Ended October 31, 2019
Two Months Ended December 31, 2019
Three Months Ended December 31, 2019
Three Months Ended December 31, 2020
Predecessor
Successor
Combined
Successor
Loss on impairment
$
—
$
—
$
—
$
53,249
PBH intangible amortization
—
10,024
10,024
5,641
Merger-related costs
—
318
318
4,450
Organizational restructuring costs
388
23
411
1,547
Loss on early extinguishment of debt
—
—
—
229
Government grants(2)
—
—
—
(1,075)
Bankruptcy related costs
447,674
—
447,674
(1,984)
Change in fair value of preferred stock derivative liability
—
133,315
133,315
—
$
448,062
$
143,680
$
591,742
$
62,057
___________________________
(2) COVID-19 related government relief grants
11
Pro Forma Q3 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 December 31, 2019 (in thousands).
Old Bristow
Era Group Inc.
Pro Forma
Net loss
$
(656,742)
$
(811)
$
(657,553)
Depreciation and amortization
20,148
9,337
29,485
Interest expense
88,909
3,517
92,426
Income tax benefit
(2,289)
(1,052)
(3,341)
EBITDA
$
(549,974)
$
10,991
$
(538,983)
Special items (1)
591,742
3,730
595,472
Adjusted EBITDA
$
41,768
$
14,721
$
56,489
Gains on asset dispositions, net
(95)
(3,095)
(3,190)
Adjusted EBITDA excluding asset dispositions
$
41,673
$
11,626
$
53,299
(1) Special items include the following:
Old Bristow
Era Group Inc.
Pro Forma
Bankruptcy related costs
$
447,674
$
—
$
447,674
Change in fair value of preferred stock derivative liability
133,315
—
133,315
PBH intangible amortization
10,024
214
10,238
Involuntary separation programs
411
—
411
Merger-related costs
318
965
1,283
Loss on impairments
—
2,551
2,551
$
591,742
$
3,730
$
595,472
12
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 January 1, 2020 through June 11, 2020, plus EBITDA and Adjusted EBITDA for the post-Merger period through December 31, 2020. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the twelve months ended December 31, 2020 (in thousands).
Old Bristow
Era Group Inc.
Legacy Era
Bristow Group Inc.
Pro Forma
January 1, 2020 - June 30, 2020
January 1, 2020 - June 11, 2020
June 12 - 30, 2020
July 1, 2020 - December 31, 2020
LTM December 31, 2020
Net income (loss)
$
367,326
$
(25,348)
$
(4,305)
$
(85,252)
$
252,421
Depreciation and amortization
32,226
17,325
443
36,468
86,462
Interest expense
25,045
6,089
749
26,648
58,531
Income tax (benefit) expense
(14,915)
(3,298)
508
22,025
4,320
EBITDA
$
409,682
$
(5,232)
$
(2,605)
$
(111)
$
401,734
Special items (1)
(338,633)
18,168
2,502
95,259
(222,704)
Adjusted EBITDA
$
71,049
$
12,936
$
(103)
$
95,148
$
179,030
(Gains) losses on asset dispositions, net
(5,230)
175
5
6,522
1,472
Adjusted EBITDA excluding asset dispositions
$
65,819
$
13,111
$
(98)
$
101,670
$
180,502
(1) Special items include the following:
Old Bristow
Era Group Inc.
Legacy Era
Bristow Group Inc.
Pro Forma
January 1, 2020 - June 30, 2020
January 1, 2020 - June 11, 2020
June 12 - 30, 2020
July 1, 2020 - December 31, 2020
LTM December 31, 2020
Loss on impairments
$
28,824
$
(182)
$
—
$
70,845
$
99,487
Merger-related costs
21,115
17,968
2,317
8,947
50,347
PBH intangible amortization
10,429
382
185
11,285
22,281
Bankruptcy related costs
7,232
—
—
(1,984)
5,248
Organizational restructuring costs
3,216
—
—
14,873
18,089
Loss on early extinguishment of debt
615
—
—
229
844
Government grants(2)
(1,760)
—
—
(3,276)
(5,036)
Bargain purchase gain
(75,433)
—
—
(5,660)
(81,093)
Change in fair value of preferred stock derivative liability
(332,871)
—
—
—
(332,871)
$
(338,633)
$
18,168
$
2,502
$
95,259
$
(222,704)
___________________________
(2) COVID-19 related government relief grants
13
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 September 30, 2020
Three Months Ended December 31, 2020
Successor
Net cash provided by operating activities
$
41,857
$
25,078
Plus: Proceeds from disposition of property and equipment
40,475
14,361
Less: Purchases of property and equipment
(4,523)
(3,860)
Free Cash Flow
$
77,809
$
35,579
Plus: Organizational restructuring costs
13,326
1,547
Plus: Merger-related costs
4,026
1,247
Less: Government grants
(2,201)
(1,075)
Adjusted Free Cash Flow
$
92,960
$
37,298
Net (proceeds from)/purchases of property and equipment (“Net Capex”)
(35,952)
(10,501)
Adjusted Free Cash Flow excluding Net Capex
$
57,008
$
26,797
14
BRISTOW GROUP INC.
FLEET COUNT
(unaudited)
Number of Aircraft
Operating Aircraft
Type
Owned Aircraft
Leased Aircraft
Aircraft Held For Sale
Consolidated Aircraft
Max Pass. Capacity
Average Age (years)(1)
Heavy Helicopters:
S-92A
35
28
—
63
19
11
S-92A U.K. SAR
3
7
—
10
19
6
H225
—
—
2
2
19
10
AW189
6
1
—
7
16
5
AW189 U.K. SAR
11
—
—
11
16
4
55
36
2
93
Medium Helicopters:
AW139
53
7
—
60
12
10
S-76 C+/C++
26
—
—
26
12
13
S-76D
8
—
2
10
12
6
B212
3
—
—
3
12
39
90
7
2
99
Light—Twin Engine Helicopters:
AW109
6
—
—
6
7
14
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
193
43
4
240
12
Fixed wing
7
4
3
14
UAV
—
2
—
2
Total Fleet
200
49
7
256
_____________
(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 December 31, 2020 and the percentage of operating revenue that each of our regions provided during the current quarter.
