Bristow Group Reports Fourth Quarter And Full Fiscal Year 2021 Results

HOUSTON, May 26, 2021 /PRNewswire/ —
Net loss of $42.6 million, or $1.47 per diluted share, in Q4 FY21 EBITDA…

HOUSTON, May 26, 2021 /PRNewswire/ —

  • Net loss of $42.6 million, or $1.47 per diluted share, in Q4 FY21
  • EBITDA adjusted to exclude special items and asset dispositions was $30.5 million in Q4
  • Adjusted Free Cash Flow was $54.9 million in Q4 FY21
  • As of March 31, 2021, unrestricted cash balance was $228.0 million with total liquidity of $284.1 million
  • During Q4, the Company closed a private offering of $400 million aggregate principal amount of 6.875% senior secured notes and used a portion of the net proceeds, together with cash on hand, to repay certain term loans and to redeem its 7.750% senior unsecured notes (the «Refinancing»)

Bristow Group Inc. (NYSE: VTOL) today reported net loss attributable to the Company of $42.6 million, or $1.47 per diluted share, for its fiscal fourth quarter ended March 31, 2021 («current quarter») on operating revenues of $281.5 million compared to net loss attributable to the Company of $57.1 million, or $1.97 per diluted share, for the quarter ended December 31, 2020 («preceding quarter») on operating revenues of $300.3 million. The primary drivers of the net loss in the current quarter were the recognition of losses on the extinguishment of debt and merger-related costs.

(PRNewsfoto/Bristow Group)

Earnings before interest, taxes, depreciation and amortization («EBITDA») was $(32.2) million in the current quarter compared to $(12.7) million in the preceding quarter. EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $30.5 million in the current quarter compared to $47.7 million in the preceding quarter. The following table provides a bridge between EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding gains or losses on asset dispositions. See Reconciliation of Non-GAAP Metrics for a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA.


Three Months Ended


December 31, 2020


March 31, 2021


Successor

EBITDA

$

(12,679)



$

(32,168)


Special items:




Loss on impairment

53,249



1,182


PBH intangible amortization

5,641



3,964


Merger-related costs

4,450



16,475


Organizational restructuring costs

1,547



7,887


Loss on early extinguishment of debt

229



28,515


Government grants

(1,075)



(375)


Bankruptcy related costs

(1,758)



407


Insurance proceeds



(2,614)



$

62,283



$

55,441


Adjusted EBITDA

$

49,604



$

23,273


(Gains) losses on asset dispositions, net

(1,951)



7,199


Adjusted EBITDA excluding asset dispositions

$

47,653



$

30,472


«In addition to challenging market conditions related to the pandemic and depressed offshore oil and gas customer activity, the Company’s current quarter results also reflect the typical seasonality in our business, as the March quarter has historically been the period of lowest flight activity due to fewer daylight hours and more inclement weather days,» said Chris Bradshaw, President and Chief Executive Officer of Bristow. «Despite the challenging conditions, Bristow generated a substantial amount of free cash flow in the quarter, further demonstrating the resiliency of our business model.»

Bristow reported net loss attributable to the Company of $56.1 million, or earnings per diluted share of $2.32, for the fiscal year ended March 31, 2021 («current year») on operating revenues of $1.1 billion compared to net loss attributable to the Company of $697.2 million on operating revenues of $1.2 billion for the fiscal year ended March 31, 2020 («prior year»). The net loss in the current year resulted in net earnings per diluted share due to the deemed contribution from conversion of preferred stock included in the income available to shareholders calculation. After the closing of the business combination between Bristow Group Inc. and Era Group Inc. (the «Merger») on June 11, 2020, the current year includes operating results from legacy Era Group Inc. from June 11, 2020 onwards. The prior year and periods ending prior to the Merger date only include operating results of legacy Bristow Group Inc. Furthermore, as a result of the adoption of fresh-start accounting, the Company’s consolidated financial statements subsequent to October 31, 2019 («Successor») may not be comparable to the consolidated financial statements prior to October 31, 2019 («Predecessor»).

Sequential Quarter Results

Operating revenues were $18.8 million lower in the current quarter compared to the preceding quarter.

Operating revenues from oil and gas operations were $21.4 million lower than the preceding quarter. During the current quarter, the Company changed its revenue recognition method for leases to Cougar Helicopters Inc. («Cougar») to cash basis recognition, resulting in $9.1 million lower revenues in Canada. Furthermore, revenues decreased due to lower utilization in the Americas, Africa and Asia Pacific regions.

Operating revenues from U.K. SAR services were $2.8 million higher in the current quarter primarily due to the strengthening of the British pound sterling («GBP») relative to the U.S. dollar. Operating revenues from fixed wing services were $1.9 million higher in the current quarter primarily due to the strengthening of the Australian dollar («AUD») relative to the U.S. dollar and higher utilization. Operating revenues from other services were $2.0 million lower due to higher part sales in the preceding quarter.

Operating expenses were $8.7 million lower in the current quarter. Lower personnel costs, due to a decrease in headcount following a reduction in force («RIF») during the current quarter, combined with lower cost of part sales, maintenance costs, training costs and lease costs, were partially offset by higher fuel and freight costs.

General and administrative expenses were $3.1 million higher in the current quarter primarily due to incentive compensation expenses.

Merger-related costs of $16.5 million during the current quarter primarily consisted of RIF costs related to the Merger.

Restructuring costs of $7.9 million during the current quarter were primarily related to separation programs in our Africa and Asia Pacific regions and corporate, which were not directly related to the Merger.

During the current quarter, the Company recognized a loss on impairment of $1.2 million related to helicopters held for sale. During the preceding quarter, the Company recognized a loss on impairment of $51.9 million related to its investment in Cougar and a loss on impairment of $1.4 million related to helicopters held for sale.

During the current quarter, the Company disposed of five S-76C++ helicopters via sales-type lease agreements and disposed of three fixed wing aircraft for cash proceeds of $1.4 million, resulting in losses of $7.2 million. During the preceding quarter, the Company sold five S-76C++ medium, two B412 medium, seven B407 single engine helicopters, and one H225 simulator for cash proceeds of $14.4 million, resulting in gains of $2.0 million.

During the current quarter, in connection with the Refinancing, the Company repaid existing term loans and redeemed its 7.750% senior unsecured notes due December 15, 2022 (the «7.750% Senior Notes») and recognized a loss on extinguishment of debt of $28.5 million related to the write-off of associated discount balances and early repayment fees.

During the current quarter, the Company recognized an expense of $0.4 million related to bankruptcy trustee fees. During the preceding quarter, the Company recognized a gain of $2.0 million related to the release of the rabbi trust which held investments related to the Company’s senior non-qualified deferred compensation plan for the Company’s former senior executives.

Other income, net of $7.0 million in the current quarter was primarily due to government grants in Australia of $3.8 million, insurance proceeds of $2.6 million and a favorable interest adjustment to the Company’s pension liability of $1.0 million, partially offset by net foreign exchange losses of $1.7 million. Other income, net of $5.9 million in the preceding quarter was primarily due to government grants in Australia of $3.4 million, a favorable interest adjustment to the Company’s pension liability of $1.1 million and net foreign exchange gains of $0.9 million.

Income tax benefit was $19.1 million in the current quarter compared to income tax expense of $13.4 million in the preceding quarter. The expense in the preceding quarter primarily related to variability of earnings in different jurisdictions and the impact of valuation allowances.

Calendar Quarter Results

Operating revenues were $7.1 million higher in the current quarter compared to the three months ended March 31, 2020 (the «prior year quarter»).

Operating revenues from oil and gas operations were $5.3 million lower in the current quarter. Operating revenues in the Africa region were $16.1 million lower primarily due to the end of customer contracts. Operating revenues in the Europe Caspian region were $11.0 million lower primarily due to fewer helicopters on contract, partially offset by the strengthening of the GBP and Norwegian krone («NOK») relative to the U.S. dollar. These decreases were partially offset by increased operating revenues of $21.9 million in the Americas region primarily due to the impact of the Merger.

Operating revenues from U.K. SAR services were $5.5 million higher in the current quarter primarily due to the strengthening of the GBP relative to the U.S. dollar.

Operating revenues from fixed wing services were $2.7 million higher in the current quarter. Increased revenues in Australia of $5.0 million primarily due to strengthening of the AUD relative to the U.S. dollar and higher utilization were partially offset by decreased revenues of $2.3 million in other regions primarily due to lower utilization.

Operating revenues from other services were $4.2 million higher due to the benefit of the Merger and higher part sales.

Operating expenses were $6.5 million higher in the current quarter. Maintenance costs were $6.2 million higher primarily due to the impact of the Merger, partially offset by lower activity. Personnel costs were $2.3 million higher primarily due to the impact of the Merger, partially offset by headcount reductions. Insurance costs were $1.6 million higher. These increases were partially offset by decreased other operating costs of $3.6 million primarily due to lower activity and lower lease expense.

General and administrative expenses were $1.1 million higher in the current quarter primarily due to increased professional services fees.

Merger-related costs of $16.5 million during the current quarter primarily consisted of RIF costs related to the Merger.

Restructuring costs of $7.9 million during the current quarter were primarily related to separation programs in our Africa and Asia Pacific regions and corporate, which were not directly related to the Merger.

During the current quarter, the Company recognized a loss on impairment of $1.2 million related to helicopters held for sale. During the prior year quarter, the Company recognized a loss on impairment of $9.6 million related to its investment in Líder Táxi Aéreo S.A. («Líder») in Brazil.

During the current quarter, the Company disposed of five S-76C++ helicopters via sales-type lease agreements and disposed of three fixed wing aircraft, resulting in losses of $7.2 million. During the prior year quarter, the Company disposed of four H225 heavy and one B412 medium helicopters for cash proceeds of $13.6 million, resulting in losses of $0.3 million.

During the current quarter, the Company recognized losses of $0.4 million from its equity investments compared to earnings of $5.8 million in the prior year quarter. The prior year quarter included earnings from Líder, which the Company has subsequently exited its equity investment, and from Cougar, which was impaired during the preceding quarter.

During the current quarter, in connection with the Refinancing, the Company repaid existing term loans and redeemed its 7.750% Senior Notes and recognized a loss on extinguishment of debt of $28.5 million related to the write-off of associated discount balances and early repayment fees.

During the current quarter, the Company recognized an expense of $0.4 million related to bankruptcy trustee fees. Reorganization items incurred in the prior year quarter consisted of $6.5 million related to professional services fees for fresh start accounting and $0.7 million related to bankruptcy trustee fees.

During the prior year quarter, the Company recognized a benefit of $317.5 million related to a decrease in the fair value of preferred stock derivative.

Other income, net of $7.0 million in the current quarter was primarily due to government grants in Australia of $3.8 million, insurance proceeds of $2.6 million and a favorable interest adjustment to the Company’s pension liability of $1.0 million, partially offset by net foreign exchange losses of $1.7 million. Other expense, net of $13.7 million in the prior year quarter was primarily due to net foreign exchange losses of $14.8 million and a favorable interest adjustment to the Company’s pension liability of $1.2 million.

Income tax benefit was $19.1 million in the current quarter compared to $11.1 million in the prior year quarter due to variability of earnings in different jurisdictions and the impact of valuation allowances.

Liquidity and Capital Allocation

As of March 31, 2021, the Company had $228.0 million of unrestricted cash and $56.1 million of remaining availability under its amended asset-based revolving credit facility (the «ABL Facility») for total liquidity of $284.1 million.

During the current quarter, the Company closed a private offering of $400 million aggregate principal amount of 6.875% senior secured notes due 2028 (the «6.875% Senior Notes»). The Company used a portion of the net proceeds from the offering of the 6.875% Senior Notes, together with cash on hand, to repay its secured equipment term loan with Macquarie Bank Limited, term loans with PK AirFinance S.à r.l. and to redeem its 7.750% Senior Notes.

In the current quarter, cash proceeds from dispositions of property and equipment were $1.4 million and purchases of property and equipment were $3.6 million, resulting in net (proceeds from)/purchases of property and equipment («Net Capex») of $2.2 million. In the preceding quarter, cash proceeds from dispositions of property and equipment were $14.4 million and purchases of property and equipment were $3.9 million, resulting in Net Capex of $(10.5) million. See Adjusted Free Cash Flow Reconciliation for a reconciliation of Net Capex and Adjusted Free Cash Flow.

Conference Call

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Thursday, May 27, 2021, to review the results for the fiscal fourth quarter ended March 31, 2021. The conference call can be accessed as follows:

All callers will need to reference the access code 8912072

Within the U.S.: Operator Assisted Toll-Free Dial-In Number: (800) 353-6461

Outside the U.S.: Operator Assisted International Dial-In Number: (334) 323-0501

Replay

A telephone replay will be available through June 10, 2021 by dialing 888-203-1112 and utilizing the access code above. An audio replay will also be available on the Company’s website at www.bristowgroup.com shortly after the call and will be accessible through June 10, 2021. The accompanying investor presentation will be available on May 27, 2021 on Bristow’s website at www.bristowgroup.com.

For additional information concerning Bristow, contact Jennifer Whalen at (713) 369-4636 or visit Bristow Group’s website at https://ir.bristowgroup.com/.

About Bristow Group

Bristow Group Inc. is the leading global provider of vertical flight solutions. Bristow primarily provides aviation services to a broad base of major integrated, national and independent offshore energy companies. Bristow provides commercial search and rescue («SAR») services in several countries and public sector SAR services in the United Kingdom («U.K.») on behalf of the Maritime & Coastguard Agency («MCA»). Additionally, the Company offers ad hoc helicopter and fixed wing transportation services.

Bristow currently has customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K. and the U.S.

Forward-Looking Statements Disclosure

This press release contains «forward-looking statements.» Forward-looking statements represent Bristow Group Inc.’s (the «Company») current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as «may,» «will,» «expect,» «intend,» «estimate,» «anticipate,» «believe,» «project,» or «continue,» or other similar words. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management’s current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company’s actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements.

Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: the COVID-19 pandemic and related economic repercussions have resulted, and may continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services; expected cost synergies and other benefits of the merger (the «Merger») of the entity formerly known as Bristow Group Inc. («Old Bristow») and Era Group Inc. («Era») might not be realized within the expected time frames, might be less than projected or may not be realized at all; the ability to successfully integrate the operations, accounting and administrative functions of Era and Old Bristow; managing a significantly larger company than before the completion of the Merger; diversion of management time on issues related to integration of the companies; the increase in indebtedness as a result of the Merger; operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees and customers, may be greater than expected; our reliance on a limited number of customers and the reduction of our customer base as a result of bankruptcies or consolidation; the possibility that we may be unable to maintain compliance with covenants in our financing agreements; fluctuations in worldwide prices of and demand for oil and natural gas; fluctuations in levels of oil and natural gas exploration, development and production activities; fluctuations in the demand for our services; the possibility that we may impair our long-lived assets, including goodwill, inventory, property and equipment and investments in unconsolidated affiliates; our ability to implement operational improvement efficiencies with the objective of rightsizing our global footprint and further reducing our cost structure; the possibility of significant changes in foreign exchange rates and controls, including as a result of the U.K. having exited from the European Union («E.U.») («Brexit»); the impact of continued uncertainty surrounding the effects Brexit will have on the British, E.U. and global economies and demand for oil and natural gas; potential effects of increased competition; the risk of future material weaknesses we may identify while we work to align policies, principles, and practices of the combined company following the Merger or any other failure by us to maintain effective internal controls; the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; the possibility of changes in tax and other laws and regulations, and policies, including, without limitation, actions of the Biden Administration that impact oil and gas operations or favor renewable energy projects in the U.S.; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; general economic conditions, including the capital and credit markets; the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely; the existence of operating risks inherent in our business, including the possibility of declining safety performance; the possibility of political instability, war or acts of terrorism in any of the countries where we operate; the possibility that reductions in spending on aviation services by governmental agencies could lead to modifications of our search and rescue («SAR») contract terms with the U.K. government, our contracts with the Bureau of Safety and Environmental Enforcement («BSEE») or delays in receiving payments under such contracts; and our reliance on a limited number of helicopter manufacturers and suppliers. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. We have included important factors in the section entitled «Risk Factors» in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, which we believe over time, could cause our actual results, performance or achievements to differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. You should consider all risks and uncertainties disclosed in the Proxy Statement and in our filings with the United States Securities and Exchange Commission (the «SEC»), all of which are accessible on the SEC’s website at www.sec.gov.

 

BRISTOW GROUP INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

 


Three Months Ended




December 31, 2020


March 31,

2021


Favorable/ (Unfavorable)


Successor


Revenue:

(unaudited)





Operating revenue

$

300,275



$

281,519



$

(18,756)


Reimbursable revenue

9,622



11,813



2,191


Total revenues

309,897



293,332



(16,565)








Costs and expenses:






Operating expense

227,031



218,295



8,736


Reimbursable expense

9,525



11,697



(2,172)


General and administrative

37,599



40,678



(3,079)


Merger-related costs

4,450



16,475



(12,025)


Restructuring costs

1,547



7,887



(6,340)


Depreciation and amortization

17,931



17,254



677


Total costs and expenses

298,083



312,286



(14,203)








Loss on impairment

(53,249)



(1,182)



52,067


Gain (loss) on disposal of assets

1,951



(7,199)



(9,150)


Earnings (loss) from unconsolidated affiliates, net

896



(440)



(1,336)


Operating loss

(38,588)



(27,775)



10,813








Interest income

359



238



(121)


Interest expense

(13,203)



(12,108)



1,095


Loss on extinguishment of debt

(229)



(28,515)



(28,286)


Reorganization items, net

1,984



(407)



(2,391)


Other, net

5,864



7,037



1,173


Total other income (expense)

(5,225)



(33,755)



(28,530)


Loss before benefit (expense) for income taxes

(43,813)



(61,530)



(17,717)


Benefit (expense) for income taxes

(13,447)



19,092



32,539


Net loss

(57,260)



(42,438)



14,822


Net (income) loss attributable to noncontrolling interests

139



(152)



(291)


Net loss attributable to Bristow Group Inc

$

(57,121)



$

(42,590)



$

14,531








Basic loss per common share

$

(1.97)



$

(1.47)




Diluted loss per common share

$

(1.97)



$

(1.47)










Weighted average common shares outstanding, basic

28,944,908



28,946,945




Weighted average common shares outstanding, diluted

28,944,908



28,946,945










EBITDA

$

(12,679)



$

(32,168)




Adjusted EBITDA

$

49,604



$

23,273




Adjusted EBITDA excluding asset dispositions

$

47,653



$

30,472




 

 

BRISTOW GROUP INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

 


Three Months Ended




March 31, 2020


March 31, 2021


Favorable/ (Unfavorable)


Successor


Revenue:






Operating revenue

$

274,403



$

281,519



$

7,116


Reimbursable revenue

10,436



11,813



1,377


Total revenues

284,839



293,332



8,493








Costs and expenses:






Operating expense

211,797



218,295



(6,498)


Reimbursable expense

9,976



11,697



(1,721)


General and administrative

39,620



40,678



(1,058)


Restructuring costs

204



7,887



(7,683)


Merger-related costs

6,012



16,475



(10,463)


Depreciation and amortization

16,312



17,254



(942)


Total costs and expenses

283,921



312,286



(28,365)








Loss on impairment

(9,591)



(1,182)



8,409


Loss on disposal of assets

(297)



(7,199)



(6,902)


Earnings (loss) from unconsolidated affiliates, net

5,763



(440)



(6,203)


Operating loss

(3,207)



(27,775)



(24,568)








Interest income

460



238



(222)


Interest expense

(13,290)



(12,108)



1,182


Loss on extinguishment of debt



(28,515)



(28,515)


Reorganization items, net

(7,232)



(407)



6,825


Change in fair value of preferred stock derivative liability

317,455





(317,455)


Other income (expense), net

(13,685)



7,037



20,722


Total other income (expense)

283,708



(33,755)



(317,463)


Income (loss) before benefit for income taxes

280,501



(61,530)



(342,031)


Benefit for income taxes

11,118



19,092



7,974


Net income (loss)

291,619



(42,438)



(334,057)


Net (income) loss attributable to noncontrolling interests

121



(152)



(273)


Net income (loss) attributable to Bristow Group Inc

$

291,740



$

(42,590)



$

(334,330)








Basic loss per common share

$

24.59



$

(1.47)




Diluted loss per common share

$

(1.26)



$

(1.47)










Weighted average common shares outstanding, basic(1)

14,533,123



28,946,945




Weighted average common shares outstanding, diluted(1)

14,533,123



28,946,945










EBITDA

$

310,103



$

(32,168)




Adjusted EBITDA

$

21,166



$

23,273




Adjusted EBITDA excluding asset dispositions

$

21,463



$

30,472














(1) For the three months ended March 31, 2020, the weighted average number of common shares outstanding, basic and diluted, take into account the conversion ratio applied to Old Bristow shares upon close of the Merger.

 

 

BRISTOW GROUP INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)




Seven Months Ended

October 31, 2019



Five Months Ended

March 31, 2020



Twelve Months Ended

March 31, 2020



Fiscal Year Ended March 31, 2021


Favorable

(Unfavorable)



Predecessor



Successor



Combined



Successor


Revenue:














Operating revenue


$

722,919




$

467,725




$

1,190,644




$

1,139,024



$

(51,620)


Reimbursable revenue


34,304




18,038




52,342




39,038



(13,304)


Total revenues


757,223




485,763




1,242,986




1,178,062



(64,924)
















Costs and expense:














Operating expense


569,840




370,637




940,477




851,173



89,304


Reimbursable expense


33,023




17,683




50,706




38,789



11,917


Pre-petition restructuring charges


13,476







13,476






13,476


General and administrative


88,392




64,960




153,352




153,270



82


Restructuring costs


4,539




227




4,766




25,773



(21,007)


Merger-related costs





6,330




6,330




42,842



(36,512)


Depreciation and amortization


70,864




28,238




99,102




70,078



29,024


Total costs and expenses


780,134




488,075




1,268,209




1,181,925



86,284
















Loss on impairment


(62,101)




(9,591)




(71,692)




(91,260)



(19,568)


Loss on disposal of assets


(3,768)




(451)




(4,219)




(8,199)



(3,980)


Earnings from unconsolidated affiliates, net


6,589




7,262




13,851




426



(13,425)


Operating loss


(82,191)




(5,092)




(87,283)




(102,896)



(15,613)
















Interest income


822




662




1,484




1,293



(191)


Interest expense


(128,658)




(22,964)




(151,622)




(51,259)



100,363


Loss on extinguishment of debt











(29,359)



(29,359)


Reorganization items, net


(617,973)




(7,232)




(625,205)




1,577



626,782


Loss on sale of subsidiaries


(55,883)







(55,883)






55,883


Change in fair value of preferred stock derivative liability





184,140




184,140




15,416



(168,724)


Bargain purchase gain











81,093



81,093


Other income (expense), net


(3,501)




(9,956)




(13,457)




27,495



40,952


Total other income (expense)


(805,193)




144,650




(660,543)




46,256



706,799


Income (loss) before benefit (expense) for income taxes


(887,384)




139,558




(747,826)




(56,640)



691,186


Benefit (expense) for income taxes


51,178




(482)




50,696




355



(50,341)


Net income (loss)


(836,206)




139,076




(697,130)




(56,285)



640,845


Net (income) loss attributable to noncontrolling interests


(208)




152




(56)




191



247


Net income (loss) attributable to Bristow Group Inc


$

(836,414)




$

139,228




$

(697,186)




$

(56,094)



$

641,092
















Basic loss per common share


$

(23.29)




$

20.11




NA(1)




$

3.12




Diluted loss per common share


$

(23.29)




$

(1.51)




NA(1)




$

2.32


















Weighted average common shares outstanding, basic(2)


35,918,916




5,641,320




NA(1)




24,601,168




Weighted average common shares outstanding, diluted(2)


35,918,916




29,805,981




NA(1)




31,675,938


















EBITDA


$

(687,862)




$

190,760




$

(497,102)




$

64,697



$

561,799


Adjusted EBITDA


$

76,953




$

45,503




$

122,456




$

168,932



$

46,476


Adjusted EBITDA excluding asset dispositions


$

80,721




$

45,954




$

126,675




$

177,131



50,456
























(1)  Weighted average common shares outstanding and loss per common share unavailable for «Combined» period due to the emergence from Chapter 11 Cases during this period.


(2) For the five months ended March 31, 2020, the weighted average number of common shares outstanding, basic and diluted, take into account the conversion ratio applied to Old Bristow shares upon close of the Merger.

 

BRISTOW GROUP INC

REVENUES BY LINE OF SERVICE

(unaudited, in thousands)

 


Three Months Ended


March 31,

2020


December 31,

2020


March 31,

2021


Successor

Oil and gas:






Europe Caspian

$

105,195



$

93,383



$

94,214


Americas

57,921



97,435



79,862


Africa

35,032



23,055



18,975


Asia Pacific

3,027



3,383



2,825


Total oil and gas

201,175



217,256



195,876


UK SAR Services

53,753



56,470



59,258


Fixed Wing Services

19,246



20,054



21,916


Other

229



6,495



4,469



$

274,403



$

300,275



$

281,519


 

 

FLIGHT HOURS BY LINE OF SERVICE

(unaudited)

 


Three Months Ended


March 31,

2020


December 31,

2020


March 31,

2021


Successor

Oil and gas:






Europe Caspian

13,121



11,956



11,431


Americas

7,014



10,990



9,576


Africa

3,426



2,353



2,180


Asia Pacific

206



241



110


Total oil and gas

23,767



25,540



23,297


UK SAR Services

2,153



2,321



2,287


Fixed Wing Services

3,085



3,494



3,458



29,005



31,355



29,042


 

 

BRISTOW GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 


Successor


March 31, 2021


March 31, 2020

ASSETS




Current assets:




Cash and cash equivalents

$

231,079



$

199,121


Accounts receivable

215,620



180,683


Inventories

92,180



82,419


Assets held for sale

14,750



32,401


Prepaid expenses and other current assets

32,119



29,527


Total current assets

585,748



524,151


Investment in unconsolidated affiliates

37,530



110,058


Property and equipment

1,090,094



901,314


Accumulated depreciation

(85,535)



(24,560)


Net property and equipment

1,004,559



876,754


Right-of-use assets

246,667



305,962


Other assets

117,766



128,336


Total assets

$

1,992,270



$

1,945,261






LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY




Current liabilities:




Accounts payable

$

69,542



$

52,110


Accrued liabilities

219,613



200,129


Short-term borrowings and current maturities of long-term debt

15,965



45,739


Total current liabilities

305,120



297,978


Long-term debt, less current maturities

527,528



515,385


Preferred stock embedded derivative



286,182


Deferred taxes

42,430



22,775


Long-term operating lease liabilities

167,718



224,595


Deferred credits and other liabilities

50,831



22,345


Total liabilities

1,093,627



1,369,260






Redeemable noncontrolling interests

1,572




Mezzanine equity



149,785






Stockholders’ investment




Common stock

303



1


Additional paid-in capital

687,715



295,897


Retained earnings

227,011



139,228


Treasury shares, at cost

(10,501)




Accumulated other comprehensive income

(6,915)



(8,641)


Total Bristow Group Inc. stockholders’ investment

897,613



426,485


Noncontrolling interests

(542)



(269)


Total stockholders’ investment

897,071



426,216


Total liabilities, mezzanine equity and stockholders’ investment

$

1,992,270



$

1,945,261


 

Reconciliation of Non-GAAP Metrics

The Company’s management uses EBITDA and Adjusted EBITDA to assess the performance and operating results of its business. EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for certain special items that occurred during the reported period, as noted below. The Company includes EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of its operating performance. Neither EBITDA nor Adjusted EBITDA is a recognized term under generally accepted accounting principles in the U.S. («GAAP»). Accordingly, they should not be used as an indicator of, or an alternative to, net income as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements, such as debt service requirements. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies.

The following tables provide a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (in thousands).

 


Three Months Ended


March 31, 2020


December 31, 2020


March 31, 2021


Successor

Net loss

$

291,619



$

(57,260)



(42,438)


Depreciation and amortization

16,312



17,931



17,254


Interest expense

13,290



13,203



12,108


Income tax (benefit) expense

(11,118)



13,447



(19,092)


EBITDA

$

310,103



$

(12,679)



$

(32,168)


Special items (1)

(288,937)



62,283



55,441


Adjusted EBITDA

$

21,166



$

49,604



$

23,273


(Gains) losses on asset dispositions, net

297



(1,951)



7,199


Adjusted EBITDA excluding asset dispositions

$

21,463



$

47,653



$

30,472


 

(1)  Special items include the following:



Three Months Ended


March 31, 2020


December 31, 2020


March 31, 2021


Successor

Loss on impairment

$

9,591



$

53,249



$

1,182


PBH intangible amortization

5,478



5,641



3,964


Merger-related costs

6,012



4,450



16,475


Organizational restructuring costs

205



1,547



7,887


Loss on early extinguishment of debt



229



28,515


Government grants(2)



(1,075)



(375)


Bankruptcy related costs

7,232



(1,758)



407


Insurance proceeds





(2,614)


Change in fair value of preferred stock derivative liability

(317,455)







$

(288,937)



$

62,283



$

55,441





(2)  COVID-19 related government relief grants

 

Reconciliation of Non-GAAP Metrics

The following tables provide a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (in thousands).


Seven Months Ended October 31, 2019



Five Months Ended

March 31, 2020



Twelve Months Ended

March 31, 2020



Fiscal Year Ended March 31, 2021


Predecessor



Successor



Combined



Successor

Net loss

$

(836,206)




$

139,076




$

(697,130)




$

(56,285)


Depreciation and amortization

70,864




28,238




99,102




70,078


Interest expense

128,658




22,964




151,622




51,259


Income tax (benefit) expense

(51,178)




482




(50,696)




(355)


EBITDA

$

(687,862)




$

190,760




$

(497,102)




$

64,697


Special items (1)

764,815




(145,257)




619,558




104,235


Adjusted EBITDA

$

76,953




$

45,503




$

122,456




$

168,932


(Gains) losses on asset dispositions, net

3,768




451




4,219




8,199


Adjusted EBITDA excluding asset dispositions

$

80,721




$

45,954




$

126,675




$

177,131




(1)  Special items include the following:




Seven Months Ended October 31, 2019



Five Months Ended

March 31, 2020



Twelve Months Ended

March 31, 2020



Fiscal Year Ended March 31, 2021


Predecessor



Successor



Combined



Successor

Loss on impairment

$

62,101




$

9,591




$

71,692




$

91,260


Merger related costs




6,330




6,330




42,842


Involuntary separation programs

4,538




228




4,766




25,773


PBH intangible amortization




15,502




15,502




20,386


Early extinguishment of debt










29,359


Post-petition reorganization items, net

617,973




7,232




625,205




(850)


Insurance proceeds










(2,614)


Government grants(2)










(5,412)


Change in fair value of preferred stock derivative liability




(184,140)




(184,140)




(15,416)


Bargain purchase gain










(81,093)


Loss on sale of subsidiaries

55,883







55,883





Pre-petition costs

13,476







13,476





H225 lease return

10,844







10,844






$

764,815




$

(145,257)




$

619,558




$

104,235




(2)  COVID-19 related government relief grants

 

Pro Forma Q4 FY20 Reconciliation

Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the three months ended March 31, 2020 (in thousands).



Old Bristow


Era Group Inc.


Pro Forma

Net loss


$

291,619



$

(7,289)



$

284,330


Depreciation and amortization


16,312



9,507



25,819


Interest expense


13,290



3,439



16,729


Income tax benefit


(11,118)



(831)



(11,949)


EBITDA


$

310,103



$

4,826



$

314,929


Special items (1)


(288,937)



4,425



(284,512)


Adjusted EBITDA


$

21,166



$

9,251



$

30,417


Gains on asset dispositions, net


297



34



331


Adjusted EBITDA excluding asset dispositions


$

21,463



$

9,285



$

30,748




(1)  Special items include the following:





Old Bristow


Era Group Inc.


Pro Forma

Loss on impairment


$

9,591



$



$

9,591


Bankruptcy related costs


7,232





7,232


Merger-related costs


6,012



4,211



10,223


PBH intangible amortization


5,478



214



5,692


Organizational restructuring costs


205





205


Change in fair value of preferred stock derivative liability


(317,455)





(317,455)




$

(288,937)



4,425



$

(284,512)


 

Pro Forma LTM Reconciliation

Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger for the period beginning April 1, 2020 through June 11, 2020, plus EBITDA and Adjusted EBITDA for the post-Merger period through March 31, 2021. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the twelve months ended March 31, 2021 (in thousands).



Old Bristow


Era Group Inc.


Legacy Era


Bristow Group Inc.


Pro Forma



April 1, 2020 – June 30, 2020


April 1, 2020 – June 11, 2020


June 12 – 30, 2020


July 1, 2020 – March 31, 2021


LTM

March 31, 2021

Net income (loss)


$

75,708



$

(18,059)



$

(4,305)



$

(127,689)



$

(74,345)


Depreciation and amortization


15,914



7,818



443



53,722



77,897


Interest expense


11,754



(402)



749



38,756



50,857


Income tax (benefit) expense


(3,798)



2,650



508



2,933



2,293


EBITDA


$

99,578



$

(7,993)



$

(2,605)



$

(32,278)



$

56,702


Special items (1)


(49,446)



13,743



2,502



151,176



117,975


Adjusted EBITDA


$

50,132



$

5,750



$

(103)



$

118,898



$

174,677


(Gains) losses on asset dispositions, net


(5,527)



141



5



13,721



8,340


Adjusted EBITDA excluding asset dispositions


$

44,605



$

5,891



$

(98)



$

132,619



$

183,017




(1)  Special items include the following:





Old Bristow


Era Group Inc.


Legacy Era


Bristow Group Inc.


Pro Forma



April 1, 2020 – June 30, 2020


April 1, 2020 – June 11, 2020


June 12 – 30, 2020


July 1, 2020 – March 31, 2021


LTM

March 31, 2021

Loss on impairments


$

19,233



$



$



$

72,027



$

91,260


Merger-related costs


15,103



13,575



2,317



25,422



56,417


PBH intangible amortization


4,951



168



185



15,249



20,553


Bankruptcy related costs


250







(1,101)



(851)


Organizational restructuring costs


3,011







22,760



25,771


Loss on early extinguishment of debt


615







28,744



29,359


Government grants(2)


(1,760)







(3,651)



(5,411)


Bargain purchase gain


(75,433)







(5,660)



(81,093)


Change in fair value of preferred stock derivative liability


(15,416)









(15,416)


Insurance proceeds








(2,614)



(2,614)




$

(49,446)



$

13,743



$

2,502



$

151,176



$

117,975




(2)  COVID-19 related government relief grants

 

Adjusted Free Cash Flow Reconciliation

Free Cash Flow represents the Company’s net cash provided by operating activities plus proceeds from disposition of property and equipment, less expenditures related to purchases of property and equipment. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude professional services fees and other costs paid in relation to the Merger, fresh-start accounting and the Chapter 11 Cases. Management believes that the use of Adjusted Free Cash Flow is meaningful as it measures the Company’s ability to generate cash from its business after excluding cash payments for special items. Management uses this information as an analytical indicator to assess the Company’s liquidity and performance. However, investors should note numerous methods may exist for calculating a company’s free cash flow. As a result, the method used by management to calculate Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow.

The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (in thousands).


Three Months Ended


December 31, 2020


March 31, 2021


Successor

Net cash provided by operating activities

$

25,078



$

36,776


Plus: Proceeds from disposition of property and equipment

14,361



1,381


Less: Purchases of property and equipment

(3,860)



(3,612)


Free Cash Flow

$

35,579



$

34,545


Plus: Organizational restructuring costs

1,547



1,939


Plus: Merger-related costs

1,247



18,827


Less: Government grants

(1,075)



(375)


Adjusted Free Cash Flow

$

37,298



$

54,936


Net (proceeds from)/purchases of property and equipment («Net Capex»)

(10,501)



2,231


Adjusted Free Cash Flow excluding Net Capex

$

26,797



$

57,167


 



 

BRISTOW GROUP INC

FLEET COUNT

(unaudited)

 



Number of Aircraft





Type


Owned

Aircraft


Leased

Aircraft


Aircraft

Held For Sale


Consolidated Aircraft


Max Pass

Capacity


Average

Age

(years)(1)

Heavy Helicopters:













S-92


35



28





63



19



12


S-92 U.K. SAR


3



7





10



19



7


H225






2



2



19



10


AW189


6



1





7



16



6


AW189 U.K. SAR


11







11



16



5




55



36



2



93






Medium Helicopters:













AW139


52



7





59



12



10


S-76 C+/C++


21







21



12



13


S-76D


8





2



10



12



7


B212


3







3



12



39




84



7



2



93






Light—Twin Engine Helicopters:













AW109


6







6



7



15


EC135


10







10



6



12


BO105


2







2



4



35




18







18






Light—Single Engine Helicopters:













AS350


17







17



4



23


AW119


13







13



7



14




30







30



















Total Helicopters


187



43



4



234





12


Fixed wing


7



4





11






UAV




2





2






Total Fleet


194



49



4



247








(1) Reflects the average age of helicopters that are owned.

 

The chart below presents the number of aircraft in our fleet and their distribution among the regions in which we operate as of March 31, 2021 and the percentage of operating revenue that each of our regions provided during the current quarter.



Percentage

of Current

Quarter

Operating

Revenue















UAV


Fixed

Wing





Heavy


Medium


Light Twin


Light Single

Total

Europe Caspian


55

%


63



12





4



2





81


Americas


29

%


23



59



18



26







126


Africa


9

%


7



20









2



29


Asia Pacific


7

%




2









9



11


Total


100

%


93



93



18



30



2



11



247


 

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/bristow-group-reports-fourth-quarter-and-full-fiscal-year-2021-results-301300320.html

SOURCE Bristow Group