☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
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September 30, 2020
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Commission File Number
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001-35701
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Bristow Group Inc.
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||||
(Exact name of registrant as specified in its charter)
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Delaware
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72-1455213
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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3151 Briarpark Drive, Suite 700
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Houston,
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Texas
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77042
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(Address of Principal Executive Offices)
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(Zip Code)
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None
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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VTOL
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NYSE
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Three Months Ended September 30,
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Six Months Ended September 30,
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||||||||||||||
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Successor
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Predecessor
|
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Successor
|
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Predecessor
|
||||||||
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2020
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2019
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2020
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2019
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||||||||
Revenue:
|
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|
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|
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|
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||||||||
Operating revenue from non-affiliates
|
$
|
282,507
|
|
|
|
$
|
291,348
|
|
|
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$
|
529,056
|
|
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$
|
595,478
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|
Operating revenue from affiliates
|
13,215
|
|
|
|
13,336
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|
28,174
|
|
|
|
25,782
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||||
Reimbursable revenue from non-affiliates
|
8,918
|
|
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|
13,536
|
|
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|
17,603
|
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30,136
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||||
|
304,640
|
|
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318,220
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574,833
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|
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651,396
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||||
Costs and expenses:
|
|
|
|
|
|
|
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||||||||
Operating expense
|
231,953
|
|
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|
236,655
|
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422,389
|
|
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|
494,414
|
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||||
Reimbursable expense
|
8,919
|
|
|
|
12,840
|
|
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|
17,567
|
|
|
|
28,974
|
|
||||
Prepetition restructuring charges
|
—
|
|
|
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—
|
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—
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13,476
|
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||||
General and administrative
|
39,268
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|
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|
37,820
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74,791
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|
72,590
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||||
Merger-related costs
|
4,497
|
|
|
|
—
|
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|
21,917
|
|
|
|
—
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||||
Depreciation and amortization
|
18,537
|
|
|
|
31,303
|
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|
34,893
|
|
|
|
62,642
|
|
||||
Total costs and expenses
|
303,174
|
|
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|
318,618
|
|
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571,557
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|
|
672,096
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||||
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||||||||
Loss on impairment
|
(17,596
|
)
|
|
|
(62,101
|
)
|
|
|
(36,829
|
)
|
|
|
(62,101
|
)
|
||||
Loss on disposal of assets
|
(8,473
|
)
|
|
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(230
|
)
|
|
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(2,951
|
)
|
|
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(4,017
|
)
|
||||
Earnings (losses) from unconsolidated affiliates, net of losses
|
1,948
|
|
|
|
633
|
|
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(30
|
)
|
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2,980
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|
||||
Operating loss
|
(22,655
|
)
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(62,096
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)
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(36,534
|
)
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(83,838
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)
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||||
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||||||||
Interest income
|
434
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|
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|
270
|
|
|
|
696
|
|
|
|
657
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|
||||
Interest expense
|
(13,445
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)
|
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(22,715
|
)
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(25,949
|
)
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(49,423
|
)
|
||||
Reorganization items
|
—
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|
|
|
(93,943
|
)
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|
|
—
|
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(170,299
|
)
|
||||
Gain (loss) on sale of subsidiaries
|
—
|
|
|
|
420
|
|
|
|
—
|
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(55,883
|
)
|
||||
Change in fair value of preferred stock derivative liability
|
—
|
|
|
|
—
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15,416
|
|
|
|
—
|
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||||
Gain on bargain purchase
|
5,660
|
|
|
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—
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81,093
|
|
|
|
—
|
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||||
Other income (expense), net
|
10,592
|
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(6,637
|
)
|
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13,978
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(10,510
|
)
|
||||
Total other income (expense)
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3,241
|
|
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(122,605
|
)
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85,234
|
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(285,458
|
)
|
||||
Income (loss) before income taxes
|
(19,414
|
)
|
|
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(184,701
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)
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48,700
|
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(369,296
|
)
|
||||
Benefit (provision) for income taxes
|
(8,578
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)
|
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21,782
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(5,288
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)
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37,289
|
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||||
Net income (loss)
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(27,992
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)
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(162,919
|
)
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43,412
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(332,007
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)
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Net (income) loss attributable to noncontrolling interests
|
131
|
|
|
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(55
|
)
|
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204
|
|
|
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(213
|
)
|
||||
Net income (loss) attributable to Bristow Group
|
$
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(27,861
|
)
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$
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(162,974
|
)
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$
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43,616
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$
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(332,220
|
)
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Income (loss) per common share(1):
|
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Basic
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$
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(0.95
|
)
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$
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(4.54
|
)
|
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$
|
8.73
|
|
|
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$
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(9.25
|
)
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Diluted
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$
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(0.95
|
)
|
|
|
$
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(4.54
|
)
|
|
|
$
|
5.09
|
|
|
|
$
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(9.25
|
)
|
Weighted average common shares outstanding(1):
|
|
|
|
|
|
|
|
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||||||||
Basic
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29,357,959
|
|
|
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35,918,916
|
|
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20,230.285
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35,918,916
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Diluted
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29,357,959
|
|
|
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35,918,916
|
|
|
|
34,031.657
|
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|
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35,918,916
|
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Three Months Ended September 30,
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|
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Six Months Ended September 30,
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||||||||||||||
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Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
||||||||
Net income (loss)
|
$
|
(27,992
|
)
|
|
|
$
|
(162,919
|
)
|
|
|
$
|
43,412
|
|
|
|
$
|
(332,007
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
15,340
|
|
|
|
(12,334
|
)
|
|
|
18,486
|
|
|
|
4,565
|
|
||||
Unrealized gain (loss) on cash flow hedges, net of tax benefit
|
(1,283
|
)
|
|
|
1,124
|
|
|
|
(2,164
|
)
|
|
|
1,598
|
|
||||
Currency translation adjustments attributable to noncontrolling interests
|
(14
|
)
|
|
|
35
|
|
|
|
(1
|
)
|
|
|
24
|
|
||||
Total comprehensive income (loss)
|
(13,949
|
)
|
|
|
(174,094
|
)
|
|
|
59,733
|
|
|
|
(325,820
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net (income) loss attributable to noncontrolling interests
|
131
|
|
|
|
(55
|
)
|
|
|
204
|
|
|
|
(213
|
)
|
||||
Total comprehensive income (loss) attributable to Bristow Group Inc.
|
$
|
(13,818
|
)
|
|
|
$
|
(174,149
|
)
|
|
|
$
|
59,937
|
|
|
|
$
|
(326,033
|
)
|
|
Successor
|
||||||
|
September 30, 2020
|
|
March 31, 2020
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
301,404
|
|
|
$
|
196,662
|
|
Restricted cash
|
2,789
|
|
|
2,459
|
|
||
Accounts receivable
|
216,638
|
|
|
180,683
|
|
||
Inventories
|
99,996
|
|
|
82,419
|
|
||
Assets held for sale
|
22,463
|
|
|
32,401
|
|
||
Prepaid expenses and other current assets
|
29,455
|
|
|
29,527
|
|
||
Total current assets
|
672,745
|
|
|
524,151
|
|
||
Property and equipment
|
1,085,087
|
|
|
901,314
|
|
||
Less – Accumulated depreciation and amortization
|
(55,557
|
)
|
|
(24,560
|
)
|
||
Property and equipment, net
|
1,029,530
|
|
|
876,754
|
|
||
Investment in unconsolidated affiliates
|
89,924
|
|
|
110,058
|
|
||
Right-of-use assets
|
281,164
|
|
|
305,962
|
|
||
Other assets
|
139,022
|
|
|
128,336
|
|
||
Total assets
|
$
|
2,212,385
|
|
|
$
|
1,945,261
|
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LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ INVESTMENT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
62,668
|
|
|
$
|
52,110
|
|
Accrued wages, benefits and related taxes
|
56,722
|
|
|
42,852
|
|
||
Income taxes payable
|
14,206
|
|
|
1,743
|
|
||
Other accrued taxes
|
7,950
|
|
|
4,583
|
|
||
Deferred revenue
|
14,829
|
|
|
12,053
|
|
||
Accrued maintenance and repairs
|
24,500
|
|
|
31,072
|
|
||
Current portion of operating lease liabilities
|
82,334
|
|
|
81,484
|
|
||
Accrued interest and other accrued liabilities
|
23,995
|
|
|
26,342
|
|
||
Short-term borrowings and current maturities of long-term debt
|
64,027
|
|
|
45,739
|
|
||
Total current liabilities
|
351,231
|
|
|
297,978
|
|
||
Long-term debt, less current maturities
|
580,342
|
|
|
515,385
|
|
||
Accrued pension liabilities
|
8,923
|
|
|
17,855
|
|
||
Preferred stock embedded derivative
|
—
|
|
|
286,182
|
|
||
Other liabilities and deferred credits
|
6,760
|
|
|
4,490
|
|
||
Deferred taxes
|
55,699
|
|
|
22,775
|
|
||
Long-term operating lease liabilities
|
197,888
|
|
|
224,595
|
|
||
Total liabilities
|
$
|
1,200,843
|
|
|
$
|
1,369,260
|
|
Commitments and contingencies (Note 10)
|
|
|
|
|
|||
Redeemable noncontrolling interests
|
1,483
|
|
|
—
|
|
||
Mezzanine equity preferred stock: $.0001 par value, 6,824,582 issued and outstanding as of March 31, 2020 (1)
|
—
|
|
|
149,785
|
|
||
Stockholders’ investment:
|
|
|
|
||||
Common stock, $0.01 par value, 110,000,000 authorized; 29,813,734 and 11,235,566 outstanding as of September 30 and March 31, 2020, respectively (1)
|
303
|
|
|
1
|
|
||
Additional paid-in capital
|
683,390
|
|
|
295,897
|
|
||
Retained earnings
|
326,721
|
|
|
139,228
|
|
||
Treasury shares, at cost; 345,757 shares as of September 30, 2020
|
(7,579
|
)
|
|
—
|
|
||
Accumulated other comprehensive income (loss)
|
7,680
|
|
|
(8,641
|
)
|
||
Total Bristow Group Inc. stockholders’ investment
|
1,010,515
|
|
|
426,485
|
|
||
Noncontrolling interests
|
(456
|
)
|
|
(269
|
)
|
||
Total stockholders’ investment
|
1,010,059
|
|
|
426,216
|
|
||
Total liabilities, mezzanine equity and stockholders’ investment
|
$
|
2,212,385
|
|
|
$
|
1,945,261
|
|
|
Six Months Ended September 30,
|
|||||||
|
Successor
|
|
|
Predecessor
|
||||
|
2020
|
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
$
|
43,412
|
|
|
|
$
|
(332,007
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
45,675
|
|
|
|
62,642
|
|
||
Deferred income taxes
|
(1,345
|
)
|
|
|
(45,252
|
)
|
||
Loss from extinguishment of debt
|
615
|
|
|
|
—
|
|
||
Write-off of deferred financing fees
|
—
|
|
|
|
4,038
|
|
||
Discount amortization on long-term debt
|
7,957
|
|
|
|
1,520
|
|
||
Reorganization items, net
|
—
|
|
|
|
119,333
|
|
||
(Gain) loss on disposal of assets
|
2,951
|
|
|
|
4,017
|
|
||
Loss on impairment
|
36,829
|
|
|
|
62,101
|
|
||
Loss on sale of subsidiaries
|
—
|
|
|
|
55,883
|
|
||
Deferral of lease payments
|
—
|
|
|
|
285
|
|
||
Gain on bargain purchase
|
(81,093
|
)
|
|
|
—
|
|
||
Change in fair value of preferred stock derivative liability
|
(15,416
|
)
|
|
|
—
|
|
||
Stock-based compensation
|
7,192
|
|
|
|
1,526
|
|
||
Equity in earnings from unconsolidated affiliates less than
(greater than) dividends received
|
2,935
|
|
|
|
636
|
|
||
Increase (decrease) in cash resulting from changes in:
|
|
|
|
|
||||
Accounts receivable
|
21,556
|
|
|
|
(20,805
|
)
|
||
Inventory, prepaid expenses and other assets
|
(8,075
|
)
|
|
|
(2,876
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(28,202
|
)
|
|
|
31,794
|
|
||
Net cash provided by (used in) operating activities
|
34,991
|
|
|
|
(57,165
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
(7,372
|
)
|
|
|
(25,950
|
)
|
||
Proceeds from asset dispositions
|
52,140
|
|
|
|
5,003
|
|
||
Deposits on assets held for sale
|
3,437
|
|
|
|
—
|
|
||
Cash transferred in sale of subsidiaries, net of cash received
|
—
|
|
|
|
(22,458
|
)
|
||
Increase in cash from Era merger
|
120,236
|
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
168,441
|
|
|
|
(43,405
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from borrowings
|
—
|
|
|
|
225,585
|
|
||
Debt issuance costs
|
—
|
|
|
|
(14,130
|
)
|
||
Repayment of debt and debt redemption premiums
|
(85,369
|
)
|
|
|
(99,228
|
)
|
||
Partial prepayment of put/call obligation
|
—
|
|
|
|
(1,323
|
)
|
||
Purchase of treasury shares
|
(6,428
|
)
|
|
|
—
|
|
||
Old Bristow share repurchases
|
(4,807
|
)
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(96,604
|
)
|
|
|
110,904
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(1,756
|
)
|
|
|
4,406
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
105,072
|
|
|
|
14,740
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
199,121
|
|
|
|
178,055
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
304,193
|
|
|
|
$
|
192,795
|
|
Cash paid during the period for:
|
|
|
|
|
||||
Interest
|
$
|
14,467
|
|
|
|
$
|
37,165
|
|
Income taxes
|
$
|
7,726
|
|
|
|
$
|
8,631
|
|
|
|
|
|
|
Total Bristow Group Inc. Stockholders’ Investment
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Redeemable Noncontrolling Interests
|
|
Mezzanine equity preferred stock
|
|
Common
Stock |
|
Common
Stock (Shares)(1) |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Treasury Stock
|
|
Noncontrolling
Interests |
|
Total
Stockholders’ Investment |
|||||||||||||||||||
March 31, 2020 (Successor)
|
$
|
—
|
|
|
$
|
149,785
|
|
|
$
|
1
|
|
|
11,235,566
|
|
|
$
|
295,897
|
|
|
$
|
139,228
|
|
|
$
|
(8,641
|
)
|
|
$
|
—
|
|
|
$
|
(269
|
)
|
|
$
|
426,216
|
|
Share repurchases
|
—
|
|
|
(2,151
|
)
|
|
—
|
|
|
(142,721
|
)
|
|
—
|
|
|
1,263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,263
|
|
|||||||||
Preferred stock share conversion
|
—
|
|
|
(146,448
|
)
|
|
4
|
|
|
34,836,688
|
|
|
270,678
|
|
|
142,614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
413,296
|
|
|||||||||
Elimination of Old Bristow stock
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(45,929,533
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Exchange of common stock
|
—
|
|
|
—
|
|
|
231
|
|
|
23,026,894
|
|
|
(231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Era purchase price
|
—
|
|
|
—
|
|
|
72
|
|
|
7,175,029
|
|
|
108,268
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,340
|
|
|||||||||
Preferred stock compensation activity and conversion
|
—
|
|
|
(1,186
|
)
|
|
—
|
|
|
—
|
|
|
6,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,370
|
|
|||||||||
Restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Purchase of Company common stock (tax withholding)
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,199
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,477
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
71,404
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,278
|
|
|
—
|
|
|
—
|
|
|
2,278
|
|
|||||||||
June 30, 2020 (Successor)
|
—
|
|
|
—
|
|
|
303
|
|
|
30,159,724
|
|
|
680,987
|
|
|
354,582
|
|
|
(6,363
|
)
|
|
—
|
|
|
(329
|
)
|
|
1,029,180
|
|
|||||||||
Share award amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,008
|
|
|||||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(345,757
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,579
|
)
|
|
—
|
|
|
(7,579
|
)
|
|||||||||
Era purchase price adjustment
|
1,501
|
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
395
|
|
|||||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|||||||||
Net income (loss)
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,861
|
)
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
(27,974
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,043
|
|
|
—
|
|
|
—
|
|
|
14,043
|
|
|||||||||
September 30, 2020 (Successor)
|
$
|
1,483
|
|
|
$
|
—
|
|
|
$
|
303
|
|
|
29,813,734
|
|
|
$
|
683,390
|
|
|
$
|
326,721
|
|
|
$
|
7,680
|
|
|
$
|
(7,579
|
)
|
|
$
|
(456
|
)
|
|
$
|
1,010,059
|
|
|
Total Bristow Group Inc. Stockholders’ Investment
|
|
|
|
|
|||||||||||||||||||||||||
|
Common
Stock |
|
Common
Stock (Shares) |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Treasury
Stock |
|
Noncontrolling
Interests |
|
Total
Stockholders’ Investment |
|||||||||||||||
March 31, 2019 (Predecessor)
|
$
|
386
|
|
|
35,918,916
|
|
|
$
|
862,020
|
|
|
$
|
455,598
|
|
|
$
|
(327,989
|
)
|
|
$
|
(184,796
|
)
|
|
$
|
7,148
|
|
|
$
|
812,367
|
|
Issuance of common stock
|
—
|
|
|
—
|
|
|
824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
824
|
|
|||||||
Sale of subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,612
|
)
|
|
(5,612
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(169,246
|
)
|
|
—
|
|
|
—
|
|
|
158
|
|
|
(169,088
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,362
|
|
|
—
|
|
|
—
|
|
|
17,362
|
|
|||||||
June 30, 2019 (Predecessor)
|
386
|
|
|
35,918,916
|
|
|
862,844
|
|
|
286,352
|
|
|
(310,627
|
)
|
|
(184,796
|
)
|
|
1,683
|
|
|
655,842
|
|
|||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
702
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
702
|
|
|||||||
Distributions paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,323
|
)
|
|
(1,323
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(162,974
|
)
|
|
—
|
|
|
—
|
|
|
55
|
|
|
(162,919
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,175
|
)
|
|
—
|
|
|
—
|
|
|
(11,175
|
)
|
|||||||
September 30, 2019 (Predecessor)
|
$
|
386
|
|
|
35,918,916
|
|
|
$
|
863,546
|
|
|
$
|
123,378
|
|
|
$
|
(321,802
|
)
|
|
$
|
(184,796
|
)
|
|
$
|
450
|
|
|
$
|
481,162
|
|
•
|
the “Company”, “Combined Company,” “Bristow”, “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries;
|
•
|
“Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and
|
•
|
“Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the Combined Company) and its subsidiaries prior to consummation of the Merger.
|
•
|
“Predecessor” refer to Old Bristow on and prior to October 31, 2019; and
|
•
|
“Successor” refer to the reorganized Old Bristow on and after November 1, 2019 until completion of the Merger and after completion of the Merger refer to the Combined Company.
|
Fair value of Combined Company Common Stock issued (1)
|
$
|
106,440
|
|
Fair value of accelerated stock awards (2)
|
2,067
|
|
|
Fair value of exchanged stock awards (3)
|
228
|
|
|
Total consideration transferred
|
$
|
108,735
|
|
Fair value of redeemable noncontrolling interest
|
1,501
|
|
|
Total fair value of Era
|
$
|
110,236
|
|
(1)
|
Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing market price of Era shares on June 11, 2020, the acquisition date.
|
(2)
|
Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger.
|
(3)
|
Represents the amount of the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the pre-Merger vesting period.
|
|
|
Successor
|
||||||
|
|
Three Months Ended
September 30, 2020 |
|
Six Months Ended
September 30, 2020 |
||||
Total revenues
|
|
$
|
304,640
|
|
|
$
|
609,963
|
|
Net income
|
|
$
|
(34,333
|
)
|
|
$
|
(10,015
|
)
|
Net income attributable to Bristow Group Inc.
|
|
$
|
(34,200
|
)
|
|
$
|
(9,828
|
)
|
|
|
Successor
|
||||||
|
|
Three Months Ended
September 30, 2020 |
|
June 11, 2020 -
September 30, 2020
|
||||
Total revenues
|
|
$
|
41,817
|
|
|
$
|
50,677
|
|
Net loss
|
|
$
|
(954
|
)
|
|
$
|
(5,247
|
)
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aircraft and equipment
|
$
|
4,291
|
|
|
|
$
|
16,074
|
|
|
|
$
|
7,048
|
|
|
|
$
|
22,762
|
|
Land and buildings
|
232
|
|
|
|
2,437
|
|
|
|
324
|
|
|
|
3,188
|
|
||||
Total capital expenditures
|
$
|
4,523
|
|
|
|
$
|
18,511
|
|
|
|
$
|
7,372
|
|
|
|
$
|
25,950
|
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
||||||||
Number of aircraft sold or disposed of
|
31
|
|
|
|
1
|
|
|
|
32
|
|
|
|
3
|
|
||||
Deposits on assets held for sale
|
$
|
3,437
|
|
|
|
$
|
—
|
|
|
|
$
|
3,437
|
|
|
|
$
|
—
|
|
Proceeds from sale or disposal of assets (1)
|
$
|
40,475
|
|
|
|
$
|
1,799
|
|
|
|
$
|
52,140
|
|
|
|
$
|
5,003
|
|
Loss from sale or disposal of assets(2)
|
$
|
(8,473
|
)
|
|
|
$
|
(230
|
)
|
|
|
$
|
(2,951
|
)
|
|
|
$
|
(4,017
|
)
|
(1)
|
Includes proceeds received for sale of property and equipment (including aircraft) during each period.
|
(2)
|
Included in loss on disposal of assets on the condensed consolidated statements of operations. Includes gain (loss), net of sale or disposal of property and equipment (including aircraft) during each period. During the three and six months ended September 30, 2020 (Successor), 21 and 22 aircraft, respectively, were sold that were not in assets held for sale respectively.
|
1.
|
Identify the contract with a customer;
|
2.
|
Identify the performance obligations in the contract;
|
3.
|
Determine the transaction price;
|
4.
|
Allocate the transaction price to the performance obligations; and
|
5.
|
Recognize revenue as the performance obligations are satisfied.
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating revenue from non-affiliates
|
$
|
282,060
|
|
|
|
$
|
290,939
|
|
|
|
$
|
528,189
|
|
|
|
$
|
594,672
|
|
Operating revenue from affiliates
|
3,267
|
|
|
|
5,365
|
|
|
|
7,861
|
|
|
|
9,840
|
|
||||
Reimbursable revenue from non-affiliates
|
8,918
|
|
|
|
13,536
|
|
|
|
17,603
|
|
|
|
30,136
|
|
||||
Revenue from Contracts with Customers
|
294,245
|
|
|
|
309,840
|
|
|
|
553,653
|
|
|
|
634,648
|
|
||||
Other revenue from non-affiliates
|
447
|
|
|
|
409
|
|
|
|
867
|
|
|
|
806
|
|
||||
Other revenue from affiliates
|
9,948
|
|
|
|
7,971
|
|
|
|
20,313
|
|
|
|
15,942
|
|
||||
Total Revenue
|
$
|
304,640
|
|
|
|
$
|
318,220
|
|
|
|
$
|
574,833
|
|
|
|
$
|
651,396
|
|
|
Remaining Performance Obligations (Successor)
|
|||||||||||||||||||||
|
Six Months Ending March 31, 2021
|
|
Fiscal Year Ending March 31,
|
|
Total
|
|||||||||||||||||
|
|
2022
|
|
2023
|
|
2024
|
|
2025 and thereafter
|
|
|||||||||||||
Outstanding Service Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Helicopter contracts
|
$
|
223,773
|
|
|
$
|
243,575
|
|
|
$
|
198,487
|
|
|
$
|
171,741
|
|
|
271,155
|
|
|
$
|
1,108,731
|
|
Fixed wing contracts
|
718
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
718
|
|
|||||
Total remaining performance obligation revenue
|
$
|
224,491
|
|
|
$
|
243,575
|
|
|
$
|
198,487
|
|
|
$
|
171,741
|
|
|
271,155
|
|
|
$
|
1,109,449
|
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
||||||||
Revenue
|
$
|
223,232
|
|
|
|
$
|
276,568
|
|
|
|
$
|
448,851
|
|
|
|
$
|
571,723
|
|
Operating income (loss)
|
259,435
|
|
|
|
(13,692
|
)
|
|
|
276,726
|
|
|
|
(2,412
|
)
|
||||
Net income (loss)
|
182,542
|
|
|
|
(21,034
|
)
|
|
|
121,207
|
|
|
|
(383,882
|
)
|
|
Successor
|
||||||
|
September 30,
2020 |
|
March 31,
2020 |
||||
Total assets
|
$
|
1,092,018
|
|
|
$
|
1,030,096
|
|
Total liabilities
|
$
|
3,736,812
|
|
|
$
|
3,792,617
|
|
|
|
September 30, 2020
|
|
March 31,
2020
|
||||
PK Air Debt
|
|
$
|
198,217
|
|
|
$
|
207,326
|
|
Macquarie Debt
|
|
145,232
|
|
|
148,165
|
|
||
7.750% Senior Notes (1)
|
|
137,499
|
|
|
—
|
|
||
Lombard Debt
|
|
139,399
|
|
|
136,180
|
|
||
Promissory notes (2)
|
|
17,069
|
|
|
—
|
|
||
Airnorth Debt
|
|
6,624
|
|
|
7,618
|
|
||
Humberside Debt
|
|
329
|
|
|
335
|
|
||
Term Loan
|
|
—
|
|
|
61,500
|
|
||
Total debt
|
|
644,369
|
|
|
561,124
|
|
||
Less short-term borrowings and current maturities of long-term debt
|
|
(64,027
|
)
|
|
(45,739
|
)
|
||
Total long-term debt
|
|
$
|
580,342
|
|
|
$
|
515,385
|
|
(1)
|
The pre-Merger outstanding principal amount of Era’s 7.750% senior unsecured notes as of March 31, 2020 was $142.0 million, net of unamortized discounts and debt issuance costs.
|
(2)
|
The pre-Merger outstanding principal amount of Era’s promissory notes as of March 31, 2020 was $17.9 million.
|
|
Predecessor
|
||
|
Six Months Ended September 30, 2019
|
||
Contractual coupon interest
|
$
|
715
|
|
Amortization of debt discount
|
648
|
|
|
Total interest expense
|
$
|
1,363
|
|
•
|
Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 – inputs that reflect quoted prices for identical assets or liabilities in markets which are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3 – unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
|
|
Significant Unobservable Inputs (Level 3)
|
||
Derivative financial instruments:
|
|
(in thousands)
|
||
March 31, 2020
|
|
$
|
286,182
|
|
Change in fair value
|
|
(15,416
|
)
|
|
Preferred stock shares conversion
|
|
(266,846
|
)
|
|
Share repurchases
|
|
(3,920
|
)
|
|
September 30, 2020
|
|
$
|
—
|
|
|
Successor
|
||||||||||||||
|
Carrying
Amount |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
September 30, 2020
|
|
|
|
|
|
|
|
||||||||
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
PK Air Debt
|
$
|
198,217
|
|
|
$
|
—
|
|
|
$
|
205,627
|
|
|
$
|
—
|
|
Macquarie Debt
|
145,232
|
|
|
—
|
|
|
153,119
|
|
|
—
|
|
||||
7.750% Senior Notes
|
137,499
|
|
|
—
|
|
|
136,889
|
|
|
—
|
|
||||
Lombard Debt
|
139,399
|
|
|
—
|
|
|
150,211
|
|
|
—
|
|
||||
Promissory notes
|
17,069
|
|
|
—
|
|
|
17,069
|
|
|
—
|
|
||||
Airnorth Debt
|
6,624
|
|
|
—
|
|
|
6,778
|
|
|
—
|
|
||||
Humberside Debt
|
329
|
|
|
—
|
|
|
329
|
|
|
—
|
|
||||
|
$
|
644,369
|
|
|
$
|
—
|
|
|
$
|
670,022
|
|
|
$
|
—
|
|
March 31, 2020
|
|
|
|
|
|
|
|
||||||||
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
PK Air Debt
|
$
|
207,326
|
|
|
$
|
—
|
|
|
$
|
180,290
|
|
|
$
|
—
|
|
Macquarie Debt
|
148,165
|
|
|
—
|
|
|
138,133
|
|
|
—
|
|
||||
Lombard Debt
|
136,180
|
|
|
—
|
|
|
122,165
|
|
|
—
|
|
||||
Term Loan
|
61,500
|
|
|
—
|
|
|
56,894
|
|
|
—
|
|
||||
Airnorth Debt
|
7,618
|
|
|
—
|
|
|
7,221
|
|
|
—
|
|
||||
Humberside Debt
|
335
|
|
|
—
|
|
|
335
|
|
|
—
|
|
||||
|
$
|
561,124
|
|
|
$
|
—
|
|
|
$
|
505,038
|
|
|
$
|
—
|
|
|
|
Successor
|
||||||
|
|
September 30, 2020
|
|
March 31, 2020
|
||||
PK Air Debt
|
|
$
|
11,095
|
|
|
$
|
12,620
|
|
Macquarie Debt
|
|
9,196
|
|
|
11,063
|
|
||
7.750% Senior Notes
|
|
6,589
|
|
|
—
|
|
||
Lombard Debt
|
|
23,817
|
|
|
26,372
|
|
||
Airnorth Debt
|
|
339
|
|
|
605
|
|
||
Total unamortized debt discount
|
|
$
|
51,036
|
|
|
$
|
50,660
|
|
|
Common Stock Options
|
|
Risk free interest rate
|
0.5
|
%
|
Expected life (years)
|
6.5
|
|
Volatility
|
80.0
|
%
|
Weighted average exercise price of options granted
|
15.76
|
|
Weighted average grant-date fair value of options granted
|
10.99
|
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
||||||||
Service cost for benefits earned during the period
|
$
|
304
|
|
|
|
$
|
152
|
|
|
|
$
|
595
|
|
|
|
$
|
311
|
|
Interest cost on pension benefit obligation
|
2,334
|
|
|
|
2,799
|
|
|
|
4,576
|
|
|
|
5,718
|
|
||||
Expected return on assets
|
(3,233
|
)
|
|
|
(3,841
|
)
|
|
|
(6,340
|
)
|
|
|
(7,846
|
)
|
||||
Prior service costs
|
—
|
|
|
|
34
|
|
|
|
—
|
|
|
|
69
|
|
||||
Amortization of unrecognized losses
|
—
|
|
|
|
1,976
|
|
|
|
—
|
|
|
|
4,037
|
|
||||
Net periodic pension cost
|
$
|
(595
|
)
|
|
|
$
|
1,120
|
|
|
|
$
|
(1,169
|
)
|
|
|
$
|
2,289
|
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
||||||||
Income (loss):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Bristow Group Inc.
|
$
|
(27,861
|
)
|
|
|
$
|
(162,974
|
)
|
|
|
$
|
43,616
|
|
|
|
$
|
(332,220
|
)
|
Less: PIK dividends (1)
|
—
|
|
|
|
—
|
|
|
|
(12,039
|
)
|
|
|
—
|
|
||||
Plus: Deemed contribution from conversion of preferred stock
|
—
|
|
|
|
—
|
|
|
|
144,986
|
|
|
|
—
|
|
||||
Income available to common stockholders – basic
|
$
|
(27,861
|
)
|
|
|
$
|
(162,974
|
)
|
|
|
$
|
176,563
|
|
|
|
$
|
(332,220
|
)
|
Less: Preferred stock adjustments
|
—
|
|
|
|
—
|
|
|
|
(3,377
|
)
|
|
|
—
|
|
||||
Income available to common stockholders – diluted
|
$
|
(27,861
|
)
|
|
|
$
|
(162,974
|
)
|
|
|
$
|
173,186
|
|
|
|
$
|
(332,220
|
)
|
Shares:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
29,357,959
|
|
|
|
35,918,916
|
|
|
|
20,230,285
|
|
|
|
35,918,916
|
|
||||
Net effect of dilutive stock options and restricted stock
|
—
|
|
|
|
—
|
|
|
|
13,801,372
|
|
|
|
—
|
|
||||
Weighted average number of common shares outstanding – diluted(2)(3)
|
29,357,959
|
|
|
|
35,918,916
|
|
|
|
34,031,657
|
|
|
|
35,918,916
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share - basic
|
$
|
(0.95
|
)
|
|
|
$
|
(4.54
|
)
|
|
|
$
|
8.73
|
|
|
|
$
|
(9.25
|
)
|
Earnings per common share - diluted
|
$
|
(0.95
|
)
|
|
|
$
|
(4.54
|
)
|
|
|
$
|
5.09
|
|
|
|
$
|
(9.25
|
)
|
(1)
|
See “Stockholders’ Investment, Common Stock and Preferred Stock” above for further discussion on PIK dividends.
|
(2)
|
Excludes weighted average common shares of 1,280,592 and 4,003,039 for the three months ended September 30, 2020 (Successor) and 2019 (Predecessor), respectively, and 1,267,315 and 3,825,187 for the six months ended September 30, 2020 (Successor) and 2019 (Predecessor), respectively, for certain share awards as the effect of their inclusion would have been antidilutive. The Old Bristow Preferred Stock is not included on an if-converted basis under diluted earnings per common share as the conversion of the shares would have been anti-dilutive.
|
(3)
|
Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Combined Company’s 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the three six months ended September 30, 2019, because to do so would have been anti-dilutive.
|
|
Successor
|
||||||||||||||
|
Currency Translation Adjustments
|
|
Pension Liability Adjustments (1)
|
|
Unrealized gain (loss) on cash flow hedges (2)
|
|
Total
|
||||||||
Balance as of March 31, 2020
|
$
|
(16,440
|
)
|
|
$
|
6,389
|
|
|
$
|
1,410
|
|
|
$
|
(8,641
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassification
|
18,485
|
|
|
—
|
|
|
(2,993
|
)
|
|
15,492
|
|
||||
Reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
829
|
|
|
829
|
|
||||
Net current period other comprehensive income (loss)
|
18,485
|
|
|
—
|
|
|
(2,164
|
)
|
|
16,321
|
|
||||
Foreign exchange rate impact
|
(240
|
)
|
|
240
|
|
|
—
|
|
|
—
|
|
||||
Balance as of September 30, 2020
|
$
|
1,805
|
|
|
$
|
6,629
|
|
|
$
|
(754
|
)
|
|
$
|
7,680
|
|
(1)
|
Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.
|
(2)
|
Reclassification of amounts related to cash flow hedges were included as direct costs.
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
||||||||
Region revenue from external customers:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Europe Caspian
|
$
|
164,920
|
|
|
|
$
|
179,870
|
|
|
|
$
|
331,913
|
|
|
|
$
|
368,464
|
|
Africa
|
23,056
|
|
|
|
47,165
|
|
|
|
54,778
|
|
|
|
96,681
|
|
||||
Americas
|
95,361
|
|
|
|
61,726
|
|
|
|
154,475
|
|
|
|
118,716
|
|
||||
Asia Pacific
|
21,112
|
|
|
|
29,449
|
|
|
|
33,370
|
|
|
|
67,260
|
|
||||
Corporate and other
|
191
|
|
|
|
10
|
|
|
|
297
|
|
|
|
275
|
|
||||
Total region revenue (1)
|
$
|
304,640
|
|
|
|
$
|
318,220
|
|
|
|
$
|
574,833
|
|
|
|
$
|
651,396
|
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
||||||||
Revenue not from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Europe Caspian
|
$
|
348
|
|
|
|
$
|
318
|
|
|
|
$
|
690
|
|
|
|
$
|
622
|
|
Africa
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||
Americas
|
9,019
|
|
|
|
7,983
|
|
|
|
18,026
|
|
|
|
15,966
|
|
||||
Asia Pacific
|
83
|
|
|
|
79
|
|
|
|
157
|
|
|
|
160
|
|
||||
Corporate and other
|
945
|
|
|
|
—
|
|
|
|
2,307
|
|
|
|
—
|
|
||||
Total region revenue
|
$
|
10,395
|
|
|
|
$
|
8,380
|
|
|
|
$
|
21,180
|
|
|
|
$
|
16,748
|
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
||||||||
Earnings from unconsolidated affiliates, net of losses – equity method investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Europe Caspian
|
$
|
(43
|
)
|
|
|
$
|
(3
|
)
|
|
|
$
|
(19
|
)
|
|
|
$
|
168
|
|
Americas
|
1,948
|
|
|
|
315
|
|
|
|
(54
|
)
|
|
|
2,491
|
|
||||
Corporate and other
|
—
|
|
|
|
321
|
|
|
|
—
|
|
|
|
321
|
|
||||
Total earnings from unconsolidated affiliates, net of losses – equity method investments
|
$
|
1,905
|
|
|
|
$
|
633
|
|
|
|
$
|
(73
|
)
|
|
|
$
|
2,980
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Europe Caspian
|
$
|
19,614
|
|
|
|
$
|
11,224
|
|
|
|
$
|
46,926
|
|
|
|
$
|
23,031
|
|
Africa
|
(13,790
|
)
|
|
|
6,528
|
|
|
|
(8,941
|
)
|
|
|
14,273
|
|
||||
Americas
|
16,188
|
|
|
|
3,527
|
|
|
|
3,186
|
|
|
|
7,095
|
|
||||
Asia Pacific
|
4,535
|
|
|
|
(19,848
|
)
|
|
|
3,007
|
|
|
|
(32,282
|
)
|
||||
Corporate and other
|
(40,729
|
)
|
|
|
(63,297
|
)
|
|
|
(77,761
|
)
|
|
|
(91,938
|
)
|
||||
Gain (loss) on disposal of assets
|
(8,473
|
)
|
|
|
(230
|
)
|
|
|
(2,951
|
)
|
|
|
(4,017
|
)
|
||||
Total consolidated operating income (loss)
|
$
|
(22,655
|
)
|
|
|
$
|
(62,096
|
)
|
|
|
$
|
(36,534
|
)
|
|
|
$
|
(83,838
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Europe Caspian
|
$
|
8,080
|
|
|
|
$
|
12,395
|
|
|
|
$
|
16,292
|
|
|
|
$
|
24,834
|
|
Africa
|
1,284
|
|
|
|
5,007
|
|
|
|
2,601
|
|
|
|
9,998
|
|
||||
Americas
|
5,098
|
|
|
|
7,590
|
|
|
|
8,053
|
|
|
|
14,470
|
|
||||
Asia Pacific
|
2,048
|
|
|
|
2,970
|
|
|
|
4,054
|
|
|
|
6,691
|
|
||||
Corporate and other
|
2,027
|
|
|
|
3,341
|
|
|
|
3,893
|
|
|
|
6,649
|
|
||||
Total depreciation and amortization
|
$
|
18,537
|
|
|
|
$
|
31,303
|
|
|
|
$
|
34,893
|
|
|
|
$
|
62,642
|
|
|
Successor
|
||||||
|
September 30, 2020
|
|
March 31, 2020
|
||||
Identifiable assets:
|
|
|
|
||||
Europe Caspian
|
$
|
1,193,599
|
|
|
$
|
1,096,022
|
|
Africa
|
203,741
|
|
|
235,165
|
|
||
Americas
|
574,914
|
|
|
319,015
|
|
||
Asia Pacific
|
135,877
|
|
|
166,229
|
|
||
Corporate and other (2)
|
104,254
|
|
|
128,830
|
|
||
Total identifiable assets
|
$
|
2,212,385
|
|
|
$
|
1,945,261
|
|
Investments in unconsolidated affiliates – equity method investments:
|
|
|
|
||||
Europe Caspian
|
$
|
604
|
|
|
$
|
575
|
|
Americas
|
56,320
|
|
|
76,483
|
|
||
Total investments in unconsolidated affiliates – equity method investments
|
$
|
56,924
|
|
|
$
|
77,058
|
|
(2)
|
Includes $9.3 million and $7.8 million of construction in progress within property and equipment on the Company’s condensed consolidated balance sheets as of September 30 and March 31, 2020 (Successor), respectively, which primarily represents aircraft modifications and other miscellaneous equipment, tooling and building improvements currently in progress.
|
•
|
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 financial or other benefits of the Merger 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 Company;
|
•
|
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 voters in the U.K. having approved the exit of the U.K. (“Brexit”) from the European Union (“E.U.”);
|
•
|
the impact of continued uncertainty surrounding Brexit negotiations;
|
•
|
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;
|
•
|
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.
|
|
Number of Aircraft
|
|
|
|||||||||||
|
Consolidated Affiliates
|
|
|
|
|
|||||||||
|
Operating Aircraft
|
|
|
|
|
|
|
|||||||
Type
|
Owned
Aircraft |
|
Leased
Aircraft |
|
Aircraft
Held For Sale |
|
Consolidated Aircraft
|
|
Maximum
Passenger Capacity |
|||||
Heavy Helicopters:
|
|
|
|
|
|
|
|
|
|
|||||
S-92A
|
35
|
|
|
30
|
|
|
—
|
|
|
65
|
|
|
19
|
|
S-92A U.K. SAR
|
3
|
|
|
9
|
|
|
—
|
|
|
12
|
|
|
19
|
|
H225
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
19
|
|
AW189
|
6
|
|
|
1
|
|
|
—
|
|
|
7
|
|
|
16
|
|
AW189 U.K. SAR
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
16
|
|
|
55
|
|
|
40
|
|
|
2
|
|
|
97
|
|
|
|
|
Medium Helicopters:
|
|
|
|
|
|
|
|
|
|
|||||
AW139
|
53
|
|
|
8
|
|
|
—
|
|
|
61
|
|
|
12
|
|
S-76 C+/C++
|
28
|
|
|
—
|
|
|
3
|
|
|
31
|
|
|
12
|
|
S-76D
|
8
|
|
|
—
|
|
|
2
|
|
|
10
|
|
|
12
|
|
B212
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
12
|
|
B412
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
13
|
|
|
92
|
|
|
8
|
|
|
7
|
|
|
107
|
|
|
|
|
Light—Twin Engine Helicopters:
|
|
|
|
|
|
|
|
|
|
|||||
AW109
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
7
|
|
EC135
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
6
|
|
BO 105
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
4
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
|
|
Light—Single Engine Helicopters:
|
|
|
|
|
|
|
|
|
|
|||||
AS350
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
4
|
|
AW119
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
7
|
|
B407
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Helicopters
|
202
|
|
|
48
|
|
|
9
|
|
|
259
|
|
|
|
|
Fixed wing
|
7
|
|
|
5
|
|
|
3
|
|
|
15
|
|
|
|
|
UAV
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
|
|
Total Fleet
|
209
|
|
|
55
|
|
|
12
|
|
|
276
|
|
|
|
|
Percentage
of Current
Quarter
Operating
Revenue
|
|
Helicopters
|
|
UAV
|
|
Fixed
Wing (1) |
|
|
||||||||||||||
|
Heavy
|
|
Medium
|
|
Light Twin
|
|
Light Single
|
Total (2) (3)
|
|||||||||||||||
Europe Caspian
|
57
|
%
|
|
66
|
|
|
15
|
|
|
—
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
87
|
|
Africa
|
10
|
%
|
|
7
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
32
|
|
Americas
|
27
|
%
|
|
24
|
|
|
68
|
|
|
18
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
143
|
|
Asia Pacific
|
6
|
%
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
14
|
|
Total
|
100
|
%
|
|
97
|
|
|
107
|
|
|
18
|
|
|
37
|
|
|
2
|
|
|
15
|
|
|
276
|
|
Aircraft not currently in fleet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
On order
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
(1)
|
Airnorth operates a total of 12 fixed wing aircraft, which are included in the Asia Pacific region.
|
(2)
|
The average age of our helicopter fleet was approximately twelve years as of September 30, 2020 (Successor).
|
(3)
|
Includes 55 leased aircraft as follows:
|
|
Successor
|
|||||||||||||||||||
|
Leased Aircraft in Consolidated Fleet
|
|||||||||||||||||||
|
Helicopters
|
|
UAV
|
|
Fixed Wing
|
|
|
|||||||||||||
|
Heavy
|
|
Medium
|
|
Light Twin
|
|
Light Single
|
|
|
Total
|
||||||||||
Europe Caspian
|
31
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
34
|
|
Africa
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
Americas
|
6
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
Asia Pacific
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
5
|
|
Total
|
40
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
55
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Favorable
(Unfavorable) |
|||||||||
|
|
Three Months Ended September 30, 2020
|
|
|
Three Months Ended
September 30, 2019 |
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|||||||
Operating revenue
|
|
$
|
295,722
|
|
|
|
$
|
304,684
|
|
|
$
|
(8,962
|
)
|
|
(2.9
|
)%
|
Reimbursable revenue
|
|
8,918
|
|
|
|
13,536
|
|
|
(4,618
|
)
|
|
(34.1
|
)%
|
|||
Total revenues
|
|
304,640
|
|
|
|
318,220
|
|
|
(13,580
|
)
|
|
(4.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Costs and expense:
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expense
|
|
231,953
|
|
|
|
236,655
|
|
|
4,702
|
|
|
2.0
|
%
|
|||
Reimbursable expense
|
|
8,919
|
|
|
|
12,840
|
|
|
3,921
|
|
|
30.5
|
%
|
|||
General and administrative
|
|
39,268
|
|
|
|
37,820
|
|
|
(1,448
|
)
|
|
(3.8
|
)%
|
|||
Merger-related costs
|
|
4,497
|
|
|
|
—
|
|
|
(4,497
|
)
|
|
nm
|
|
|||
Depreciation and amortization
|
|
18,537
|
|
|
|
31,303
|
|
|
12,766
|
|
|
40.8
|
%
|
|||
Total costs and expenses
|
|
303,174
|
|
|
|
318,618
|
|
|
15,444
|
|
|
4.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Loss on impairment
|
|
(17,596
|
)
|
|
|
(62,101
|
)
|
|
44,505
|
|
|
71.7
|
%
|
|||
Loss on disposal of assets
|
|
(8,473
|
)
|
|
|
(230
|
)
|
|
(8,243
|
)
|
|
nm
|
|
|||
Earnings from unconsolidated affiliates, net
|
|
1,948
|
|
|
|
633
|
|
|
1,315
|
|
|
nm
|
|
|||
Operating loss
|
|
(22,655
|
)
|
|
|
(62,096
|
)
|
|
39,441
|
|
|
63.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
434
|
|
|
|
270
|
|
|
164
|
|
|
60.7
|
%
|
|||
Interest expense
|
|
(13,445
|
)
|
|
|
(22,715
|
)
|
|
9,270
|
|
|
40.8
|
%
|
|||
Reorganization items, net
|
|
—
|
|
|
|
(93,943
|
)
|
|
93,943
|
|
|
nm
|
|
|||
Gain on sale of subsidiaries
|
|
—
|
|
|
|
420
|
|
|
(420
|
)
|
|
nm
|
|
|||
Bargain purchase gain
|
|
5,660
|
|
|
|
—
|
|
|
5,660
|
|
|
nm
|
|
|||
Other income (expense), net
|
|
10,592
|
|
|
|
(6,637
|
)
|
|
17,229
|
|
|
nm
|
|
|||
Total other income (expense)
|
|
3,241
|
|
|
|
(122,605
|
)
|
|
125,846
|
|
|
nm
|
|
|||
Loss before benefit (provision) for income taxes
|
|
(19,414
|
)
|
|
|
(184,701
|
)
|
|
165,287
|
|
|
89.5
|
%
|
|||
Benefit (provision) for income taxes
|
|
(8,578
|
)
|
|
|
21,782
|
|
|
(30,360
|
)
|
|
nm
|
|
|||
Net Loss
|
|
(27,992
|
)
|
|
|
(162,919
|
)
|
|
134,927
|
|
|
82.8
|
%
|
|||
Net (income) loss attributable to noncontrolling interests
|
|
131
|
|
|
|
(55
|
)
|
|
186
|
|
|
nm
|
|
|||
Net Loss attributable to Bristow Group Inc.
|
|
$
|
(27,861
|
)
|
|
|
$
|
(162,974
|
)
|
|
$
|
135,113
|
|
|
82.9
|
%
|
|
Successor
|
|
|
Predecessor
|
|
Favorable
(Unfavorable) |
|||||||||
|
Six Months Ended
September 30, 2020 |
|
|
Six Months Ended
September 30, 2019 |
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Operating revenue
|
$
|
557,230
|
|
|
|
$
|
621,260
|
|
|
$
|
(64,030
|
)
|
|
(10.3
|
)%
|
Reimbursable revenue
|
17,603
|
|
|
|
30,136
|
|
|
(12,533
|
)
|
|
(41.6
|
)%
|
|||
Total revenues
|
574,833
|
|
|
|
651,396
|
|
|
(76,563
|
)
|
|
(11.8
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Costs and expense:
|
|
|
|
|
|
|
|
|
|||||||
Operating expense
|
422,389
|
|
|
|
494,414
|
|
|
72,025
|
|
|
14.6
|
%
|
|||
Reimbursable expense
|
17,567
|
|
|
|
28,974
|
|
|
11,407
|
|
|
39.4
|
%
|
|||
Prepetition restructuring charges
|
—
|
|
|
|
13,476
|
|
|
13,476
|
|
|
nm
|
|
|||
General and administrative
|
74,791
|
|
|
|
72,590
|
|
|
(2,201
|
)
|
|
(3.0
|
)%
|
|||
Merger-related costs
|
21,917
|
|
|
|
—
|
|
|
(21,917
|
)
|
|
nm
|
|
|||
Depreciation and amortization
|
34,893
|
|
|
|
62,642
|
|
|
27,749
|
|
|
44.3
|
%
|
|||
Total costs and expenses
|
571,557
|
|
|
|
672,096
|
|
|
100,539
|
|
|
15.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Loss on impairment
|
(36,829
|
)
|
|
|
(62,101
|
)
|
|
25,272
|
|
|
40.7
|
%
|
|||
Loss on disposal of assets
|
(2,951
|
)
|
|
|
(4,017
|
)
|
|
1,066
|
|
|
26.5
|
%
|
|||
Earnings (losses) from unconsolidated affiliates, net
|
(30
|
)
|
|
|
2,980
|
|
|
(3,010
|
)
|
|
nm
|
|
|||
Operating loss
|
(36,534
|
)
|
|
|
(83,838
|
)
|
|
47,304
|
|
|
56.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
696
|
|
|
|
657
|
|
|
39
|
|
|
5.9
|
%
|
|||
Interest expense
|
(25,949
|
)
|
|
|
(49,423
|
)
|
|
23,474
|
|
|
47.5
|
%
|
|||
Reorganization items, net
|
—
|
|
|
|
(170,299
|
)
|
|
170,299
|
|
|
nm
|
|
|||
Loss on sale of subsidiaries
|
—
|
|
|
|
(55,883
|
)
|
|
55,883
|
|
|
nm
|
|
|||
Change in fair value of preferred stock derivative liability
|
15,416
|
|
|
|
—
|
|
|
15,416
|
|
|
nm
|
|
|||
Bargain purchase gain
|
81,093
|
|
|
|
—
|
|
|
81,093
|
|
|
nm
|
|
|||
Other income (expense), net
|
13,978
|
|
|
|
(10,510
|
)
|
|
24,488
|
|
|
nm
|
|
|||
Total other income (expense)
|
85,234
|
|
|
|
(122,605
|
)
|
|
207,839
|
|
|
nm
|
|
|||
Income (loss) before benefit (provision) for income taxes
|
48,700
|
|
|
|
(369,296
|
)
|
|
417,996
|
|
|
nm
|
|
|||
Benefit (provision) for income taxes
|
(5,288
|
)
|
|
|
37,289
|
|
|
(42,577
|
)
|
|
nm
|
|
|||
Net income (loss)
|
43,412
|
|
|
|
(332,007
|
)
|
|
375,419
|
|
|
nm
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
204
|
|
|
|
(213
|
)
|
|
417
|
|
|
nm
|
|
|||
Net income (loss) attributable to Bristow Group Inc.
|
$
|
43,616
|
|
|
|
$
|
(332,220
|
)
|
|
$
|
375,836
|
|
|
nm
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
|
Three Months Ended
September 30, 2020 |
|
|
Three Months Ended
September 30, 2019 |
|
Favorable
(Unfavorable) |
|||||||||
Oil and gas:
|
|
|
|
|
|
|
|
|
|
|||||||
Europe Caspian
|
|
$
|
98,495
|
|
|
|
$
|
114,537
|
|
|
$
|
(16,042
|
)
|
|
(14.0
|
)%
|
Americas
|
|
93,102
|
|
|
|
60,330
|
|
|
32,772
|
|
|
54.3
|
%
|
|||
Africa
|
|
21,237
|
|
|
|
40,855
|
|
|
(19,618
|
)
|
|
(48.0
|
)%
|
|||
Asia Pacific
|
|
2,920
|
|
|
|
6,564
|
|
|
(3,644
|
)
|
|
(55.5
|
)%
|
|||
Total oil and gas
|
|
215,754
|
|
|
|
222,286
|
|
|
(6,532
|
)
|
|
(2.9
|
)%
|
|||
UK SAR Services
|
|
56,978
|
|
|
|
54,499
|
|
|
2,479
|
|
|
4.5
|
%
|
|||
Fixed Wing Services
|
|
20,310
|
|
|
|
27,891
|
|
|
(7,581
|
)
|
|
(27.2
|
)%
|
|||
Other
|
|
2,680
|
|
|
|
8
|
|
|
2,672
|
|
|
nm
|
|
|||
|
|
$
|
295,722
|
|
|
|
$
|
304,684
|
|
|
$
|
(8,962
|
)
|
|
(2.9
|
)%
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
|
Six Months Ended
September 30, 2020 |
|
|
Six Months Ended
September 30, 2019 |
|
Favorable
(Unfavorable) |
|||||||||
Oil and gas:
|
|
|
|
|
|
|
|
|
|
|||||||
Europe Caspian
|
|
$
|
204,306
|
|
|
|
$
|
228,277
|
|
|
$
|
(23,971
|
)
|
|
(10.5
|
)%
|
Americas
|
|
151,262
|
|
|
|
116,366
|
|
|
34,896
|
|
|
30.0
|
%
|
|||
Africa
|
|
51,253
|
|
|
|
83,690
|
|
|
(32,437
|
)
|
|
(38.8
|
)%
|
|||
Asia Pacific
|
|
5,623
|
|
|
|
20,716
|
|
|
(15,093
|
)
|
|
(72.9
|
)%
|
|||
Total oil and gas
|
|
412,444
|
|
|
|
449,049
|
|
|
(36,605
|
)
|
|
(8.2
|
)%
|
|||
UK SAR Services
|
|
109,600
|
|
|
|
110,578
|
|
|
(978
|
)
|
|
(0.9
|
)%
|
|||
Fixed Wing Services
|
|
31,781
|
|
|
|
61,358
|
|
|
(29,577
|
)
|
|
(48.2
|
)%
|
|||
Other
|
|
3,405
|
|
|
|
275
|
|
|
3,130
|
|
|
nm
|
|
|||
|
|
$
|
557,230
|
|
|
|
$
|
621,260
|
|
|
$
|
(64,030
|
)
|
|
(10.3
|
)%
|
|
|
Successor
|
|
|
Predecessor
|
|
Favorable
(Unfavorable) |
||||||
|
|
Current Quarter
|
|
|
Prior Year Quarter
|
||||||||
|
|
|
|
|
|
|
|
||||||
Foreign currency gains (losses) by region:
|
|
|
|
|
|
|
|
||||||
Europe Caspian
|
|
$
|
9,898
|
|
|
|
$
|
(6,857
|
)
|
|
$
|
16,755
|
|
Africa
|
|
(2,030
|
)
|
|
|
855
|
|
|
(2,885
|
)
|
|||
Americas
|
|
85
|
|
|
|
353
|
|
|
(268
|
)
|
|||
Asia Pacific
|
|
1,427
|
|
|
|
(1,006
|
)
|
|
2,433
|
|
|||
Corporate and other
|
|
(2,445
|
)
|
|
|
839
|
|
|
(3,284
|
)
|
|||
Foreign currency gains (losses)
|
|
6,935
|
|
|
|
(5,816
|
)
|
|
12,751
|
|
|||
Pension interest
|
|
939
|
|
|
|
(893
|
)
|
|
1,832
|
|
|||
Other
|
|
2,718
|
|
|
|
72
|
|
|
2,646
|
|
|||
Other income (expense), net
|
|
$
|
10,592
|
|
|
|
$
|
(6,637
|
)
|
|
$
|
17,229
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Favorable
(Unfavorable) |
||||||
|
|
Current Period
|
|
|
Prior Year Period
|
||||||||
|
|
|
|
|
|
|
|
||||||
Foreign currency gains (losses) by region:
|
|
|
|
|
|
|
|
||||||
Europe Caspian
|
|
$
|
10,257
|
|
|
|
$
|
(10,681
|
)
|
|
$
|
20,938
|
|
Africa
|
|
(2,870
|
)
|
|
|
622
|
|
|
(3,492
|
)
|
|||
Americas
|
|
(1,016
|
)
|
|
|
679
|
|
|
(1,695
|
)
|
|||
Asia Pacific
|
|
5,221
|
|
|
|
(1,276
|
)
|
|
6,497
|
|
|||
Corporate and other
|
|
(3,283
|
)
|
|
|
1,910
|
|
|
(5,193
|
)
|
|||
Foreign currency gains (losses)
|
|
8,309
|
|
|
|
(8,746
|
)
|
|
17,055
|
|
|||
Pension interest
|
|
1,799
|
|
|
|
(1,845
|
)
|
|
3,644
|
|
|||
Other
|
|
3,870
|
|
|
|
81
|
|
|
3,789
|
|
|||
Other income (expense), net
|
|
$
|
13,978
|
|
|
|
$
|
(10,510
|
)
|
|
$
|
24,488
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
Six Months Ended
September 30, 2020 |
|
|
Six Months Ended
September 30, 2019 |
||||
|
(in thousands)
|
|||||||
Cash flows provided by or (used in):
|
|
|
|
|
||||
Operating activities
|
$
|
34,991
|
|
|
|
$
|
(57,165
|
)
|
Investing activities
|
168,441
|
|
|
|
(43,405
|
)
|
||
Financing activities
|
(96,604
|
)
|
|
|
110,904
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(1,756
|
)
|
|
|
4,406
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
$
|
105,072
|
|
|
|
$
|
14,740
|
|
•
|
Capital expenditures of $26.0 million, and
|
•
|
Net payments of $22.5 million for the disposal of Eastern Airways, BHLL and Aviashelf, partially offset by
|
Debt
|
|
Maturity Date
|
Promissory notes
|
|
December 2020
|
7.750% Senior Notes
|
|
December 15, 2022
|
Macquarie Debt
|
|
March 6, 2023
|
Lombard Debt
|
|
December 29, 2023 and January 30, 2024
|
PK Air Debt
|
|
January 13 and 27, 2025
|
|
Aircraft
|
|
Other
|
|
Total
|
||||||
Fiscal year ending March 31,
|
|
|
|
|
|
||||||
2021
|
$
|
44,047
|
|
|
$
|
14,781
|
|
|
$
|
58,828
|
|
2022
|
77,287
|
|
|
25,835
|
|
|
103,122
|
|
|||
2023
|
58,616
|
|
|
10,154
|
|
|
68,770
|
|
|||
2024
|
46,005
|
|
|
8,235
|
|
|
54,240
|
|
|||
2025
|
28,370
|
|
|
6,127
|
|
|
34,497
|
|
|||
Thereafter
|
2,170
|
|
|
25,734
|
|
|
27,904
|
|
|||
|
$
|
256,495
|
|
|
$
|
90,866
|
|
|
$
|
347,361
|
|
|
|
Successor
|
|
|
||||
|
|
September 30, 2020
|
|
|
||||
|
|
|
|
|
||||
Current assets
|
|
$
|
521,826
|
|
|
|
||
Non-current assets
|
|
$
|
1,387,549
|
|
|
|
||
Current liabilities
|
|
$
|
260,380
|
|
|
|
||
Non-current liabilities
|
|
$
|
632,969
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Successor
|
||||||
|
|
Three Months Ended
September 30, 2020 |
|
Six Months Ended
September 30, 2020 |
||||
Total revenues
|
|
$
|
85,862
|
|
|
$
|
137,982
|
|
Operating income (expense)
|
|
$
|
(29,350
|
)
|
|
$
|
(52,625
|
)
|
Net income (loss)
|
|
$
|
(31,852
|
)
|
|
$
|
(37,896
|
)
|
Net income (loss) attributable to Bristow Group
|
|
$
|
(31,863
|
)
|
|
$
|
(37,918
|
)
|
|
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||
|
|
Three Months Ended
September 30, 2020 |
|
|
Three Months Ended
September 30, 2019 |
|
Six Months Ended September 30, 2020
|
|
|
Six Months Ended September 30, 2019
|
||||
One British pound sterling into U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
||||
High
|
|
1.34
|
|
|
|
1.27
|
|
|
1.34
|
|
|
|
1.32
|
|
Average
|
|
1.29
|
|
|
|
1.23
|
|
|
1.27
|
|
|
|
1.26
|
|
Low
|
|
1.25
|
|
|
|
1.21
|
|
|
1.21
|
|
|
|
1.21
|
|
At period-end
|
|
1.29
|
|
|
|
1.23
|
|
|
1.29
|
|
|
|
1.23
|
|
One euro into U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
||||
High
|
|
1.20
|
|
|
|
1.13
|
|
|
1.20
|
|
|
|
1.14
|
|
Average
|
|
1.17
|
|
|
|
1.11
|
|
|
1.14
|
|
|
|
1.12
|
|
Low
|
|
1.12
|
|
|
|
1.09
|
|
|
1.08
|
|
|
|
1.09
|
|
At period-end
|
|
1.17
|
|
|
|
1.09
|
|
|
1.17
|
|
|
|
1.09
|
|
One Australian dollar into U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
||||
High
|
|
0.74
|
|
|
|
0.70
|
|
|
0.74
|
|
|
|
0.72
|
|
Average
|
|
0.71
|
|
|
|
0.69
|
|
|
0.69
|
|
|
|
0.69
|
|
Low
|
|
0.69
|
|
|
|
0.67
|
|
|
0.60
|
|
|
|
0.67
|
|
At period-end
|
|
0.72
|
|
|
|
0.67
|
|
|
0.72
|
|
|
|
0.67
|
|
One Norwegian kroner into U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
||||
High
|
|
0.1152
|
|
|
|
0.1172
|
|
|
0.1152
|
|
|
|
0.1179
|
|
Average
|
|
0.1095
|
|
|
|
0.1129
|
|
|
0.1048
|
|
|
|
0.1143
|
|
Low
|
|
0.1043
|
|
|
|
0.1097
|
|
|
0.0928
|
|
|
|
0.1097
|
|
At period-end
|
|
0.1069
|
|
|
|
0.1101
|
|
|
0.1069
|
|
|
|
0.1101
|
|
One Nigerian naira into U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
||||
High
|
|
0.0026
|
|
|
|
0.0028
|
|
|
0.0026
|
|
|
|
0.0028
|
|
Average
|
|
0.0026
|
|
|
|
0.0028
|
|
|
0.0026
|
|
|
|
0.0028
|
|
Low
|
|
0.0026
|
|
|
|
0.0028
|
|
|
0.0026
|
|
|
|
0.0028
|
|
At period-end
|
|
0.0026
|
|
|
|
0.0028
|
|
|
0.0026
|
|
|
|
0.0028
|
|
One Brazilian real into U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
||||
High
|
|
0.1961
|
|
|
|
0.2675
|
|
|
0.2043
|
|
|
|
0.2675
|
|
Average
|
|
0.1862
|
|
|
|
0.2524
|
|
|
0.1862
|
|
|
|
0.2538
|
|
Low
|
|
0.1769
|
|
|
|
0.2393
|
|
|
0.1688
|
|
|
|
0.2393
|
|
At period-end
|
|
0.1774
|
|
|
|
0.2401
|
|
|
0.1774
|
|
|
|
0.2401
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
|
Three Months Ended
September 30, 2020 |
|
|
Three Months Ended
September 30, 2019 |
|
|
Six Months Ended September 30, 2020
|
|
|
Six Months Ended September 30, 2019
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency transaction gains (losses)
|
|
6,935
|
|
|
|
(5,816
|
)
|
|
|
8,309
|
|
|
|
(8,746
|
)
|
Foreign currency transaction gains (losses) from earnings from unconsolidated affiliates, net of losses
|
|
—
|
|
|
|
(1,596
|
)
|
|
|
—
|
|
|
|
(1,710
|
)
|
•
|
Development of a more complete reporting process to ensure information gathered or created by our separate control processes throughout the business are reported to the appropriate level of management with the responsibility for reporting on debt and lease agreement compliance. We have implemented a third-party debt compliance software to assist with monitoring compliance with covenants and requirements of our financing and helicopter lease agreements throughout the organization. The software provides a reminder and required reporting task on a sufficiently recurring basis for subject matter experts within the business to report potential compliance issues for evaluation resolution by our management.
|
•
|
Implementation of new or redesigned processes, where necessary, for compliance with collateral maintenance requirements under our debt and lease agreements, specifically, tracking the movement of collateral throughout our operations. We have implemented a manual engine tracking process supported by our maintenance, treasury and legal teams.
|
•
|
Establishment of procedures for reassessment of our debt and lease compliance program in response to changes in operations or agreements, to ensure timely actions are taken when risks change.
|
•
|
Evaluation of the current process and expected changes to ensure a sufficient complement of resources with an appropriate level of knowledge, expertise and skills commensurate with our non-financial debt covenant compliance monitoring requirements. We expect the changes when fully implemented, to necessitate the need to augment certain of our teams with additional internal or external professionals with the appropriate levels of knowledge, expertise, and skills in the area of non-financial debt covenant compliance monitoring.
|
•
|
In the fiscal year ended March 31, 2018, a material weakness was identified in the monitoring of compliance with non-financial covenants within certain secured financing and lease agreements.
|
•
|
In the fiscal year ended March 31, 2019, a material weakness was identified regarding the maintenance of an effective control environment as Old Bristow had an insufficient complement of resources with an appropriate level of knowledge, expertise and skills commensurate with financial reporting requirements in certain areas. As a result, this insufficient complement of resources contributed to the following material weakness:
|
◦
|
A material weakness within the risk assessment process, specifically, the process to identify the potential for management override of controls at locations not operating on the ERP system and the process to identify and assess changes that could significantly impact the system of internal control, specifically, changes within the capital structure which resulted in more onerous non-financial debt covenants.
|
◦
|
This material weakness contributed to additional control deficiencies, effective internal controls were not maintained over (i) debt covenant compliance monitoring as described above, (ii) verification of the review of journal entries are performed by individuals separate from the preparer as described further below in certain locations, and (iii) the reassessment of accounting for certain elements of the accounting for investments in unconsolidated affiliates.
|
•
|
In the fiscal year ended March 31, 2019, a material weakness was identified regarding the failure to design and maintain effective controls over the review, approval, and documentation of manual journal entries at Airnorth, which is not operating on the centralized ERP system.
|
•
|
make investments;
|
•
|
incur or guarantee additional indebtedness;
|
•
|
incur liens or pledge the assets of certain of our subsidiaries;
|
•
|
pay dividends or make investments;
|
•
|
maintain a maximum senior secured leverage ratio;
|
•
|
enter into transactions with affiliates; and
|
•
|
enter into certain sales of all or substantially all of our assets, mergers and consolidations.
|
|
Total Number of Shares Repurchased(1)
|
|
Average Price Paid Per
Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs(2)
|
||||||
July 1, 2020 - July 31, 2020
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
August 1, 2020 - August 31, 2020
|
312
|
|
|
$
|
16.52
|
|
|
—
|
|
|
$
|
—
|
|
September 1, 2020 - September 30, 2020
|
345,445
|
|
|
$
|
21.93
|
|
|
345,327
|
|
|
$
|
67,426,595
|
|
|
BRISTOW GROUP INC.
|
|
|
|
|
|
By:
|
/s/ Jennifer D. Whalen
|
|
|
Jennifer D. Whalen
Senior Vice President and
Chief Financial Officer
|
|
By:
|
/s/ Chris Gillette
|
|
|
Chris Gillette
Vice President and Chief Accounting Officer |
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bristow Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Christopher S. Bradshaw
|
|
Christopher S. Bradshaw
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bristow Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jennifer D. Whalen
|
|
Jennifer D. Whalen
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as appropriate, of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
|
|
|
/s/ Christopher S. Bradshaw
|
|
Name:
|
|
Christopher S. Bradshaw
|
|
Title:
|
|
President and Chief Executive Officer
|
|
Date:
|
|
November 4, 2020
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as appropriate, of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
|
|
|
/s/ Jennifer D. Whalen
|
|
Name:
|
|
Jennifer D. Whalen
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|
|
Date:
|
|
November 4, 2020
|
|