Bristow Group Reports Third Quarter Fiscal Year 2021 Results

HOUSTON, Feb. 2, 2021 /PRNewswire/ -- 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.

(PRNewsfoto/Bristow Group)

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."

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.

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 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.

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") 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.

 

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




 

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.


 

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


 

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


 

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

 

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

 

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


 

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

 

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


 

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.



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


30

%


23



65



18



26







132


Africa


9

%


7



20









2



29


Asia Pacific


6

%




2









12



14


Total


100

%


93



99



18



30



2



14



256


 

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/bristow-group-reports-third-quarter-fiscal-year-2021-results-301220783.html

SOURCE Bristow Group

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