Delaware
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001-35701
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72-1455213
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
|
||
Common Stock, $0.01 par value
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VTOL
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New York Stock Exchange
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Item 1.01. |
Entry into a Material Definitive Agreement.
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Item 2.01. |
Completion of Acquisition or Disposition of Assets.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
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Item 3.03. |
Material Modifications to Rights of Security Holders.
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Item 5.01. |
Changes in Control of Registrant.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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• |
Ann Fairbanks, Christopher P. Papouras, Yueping Sun and Steven Webster resigned from the Board of Directors of the Company.
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• |
The Company’s remaining directors Charles Fabrikant and Christopher S. Bradshaw increased the size of the post-Merger board to 8 directors and appointed former Old Bristow directors, G. Mark Mickelson, Lorin L. Brass, Wesley E. Kern,
Robert J. Manzo and Brian D. Truelove, in each case effective as of the Effective Time, as well as Christopher Pucillo, effective as of June 12, 2020, as directors of the Company (collectively, the “newly-appointed directors”).
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• |
In addition, the directors of the Company expect to increase the size of the Board of Directors to 9 and to appoint one additional director at a later date.
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• |
The committees of the Board of Directors of the Company were reconstituted as follows:
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(i) |
the Audit Committee of the Company was reconstituted to consist of Charles Fabrikant, Wesley E. Kern and Brian D. Truelove;
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(ii) |
the Compensation Committee of the Company was reconstituted to consist of Lorin L. Brass, Wesley E. Kern and Christopher Pucillo; and
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(iii) |
the Nominating and Corporate Governance Committee of the Company was reconstituted to consist of Lorin L. Brass, Robert J. Manzo, Christopher Pucillo and Brian D. Truelove.
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 5.07. |
Submission of Matters to a Vote of Security Holders.
|
For
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Against
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Abstain
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Broker Non-Votes
|
|||
18,656,824
|
26,760
|
1,051
|
978,285
|
Directors
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For
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Against
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Abstain
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Broker Non-Votes
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||||||||||||
Christopher S. Bradshaw
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18,589,794
|
80,859
|
13,982
|
978,285
|
||||||||||||
Charles Fabrikant
|
17,213,166
|
252,595
|
1,218,874
|
978,285
|
||||||||||||
Anna Fairbanks
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17,804,181
|
680,189
|
200,265
|
978,285
|
||||||||||||
Christopher P. Papouras
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18,511,801
|
142,257
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30,577
|
978,285
|
||||||||||||
Yueping Sun
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18,525,890
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142,257
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16,488
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978,285
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||||||||||||
Steven Webster
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18,477,580
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149,439
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57,616
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978,285
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For
|
Against
|
Abstain
|
||
18,849,108
|
805,916
|
7,896
|
For
|
Against
|
Abstain
|
||
19,603,180
|
50,458
|
9,282
|
For
|
Against
|
Abstain
|
||
19,629,317
|
7,349
|
26,254
|
For
|
Against
|
Abstain
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Broker Non-Votes
|
|||
10,540,155
|
8,142,306
|
2,174
|
978,285
|
For
|
Against
|
Abstain
|
||
18,669,692
|
965,188
|
28,040
|
Item 9.01. |
Financial Statements and Exhibits.
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Exhibit No.
|
Description
|
||
Certificate of Amendment of Restated Certificate of Incorporation filed June 11, 2020
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|||
Certificate of Amendment of Amended and Restated Certificate of Incorporation filed June 11, 2020
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|||
Amendment to Amended and Restated Bylaws
|
|||
Registration Rights Agreement, dated as of June 11, 2020 by and among the Company, Solus and SDIC
|
|||
Amendment and Restatement, Confirmation and Waiver Agreement to the ABL Facilities Agreement dated April 17, 2018, by and among Bristow Norway AS and Bristow Helicopters Limited, as borrowers and
guarantors, Bristow Group Inc., the financial institutions from time to time party thereto as lenders and Barclays Bank PLC, in its capacity as agent and security trustee (incorporated by reference to Exhibit 10.3 to Old Bristow’s Current
Report on Form 8-K filed on November 6, 2019 (File No. 001-31617))
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|||
Term Loan Credit Agreement, dated as of November 11, 2016, among Bristow U.S. Leasing LLC, the lenders from time to time party thereto and Lombard North Central Plc. (incorporated by reference to Exhibit
10.1 to Old Bristow’s Current Report on Form 8-K filed on November 14, 2016 (File No. 001-31617))
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|||
Term Loan Credit Agreement, dated as of November 11, 2016, among Bristow Aircraft Leasing Limited, the lenders from time to time party thereto and Lombard North Central Plc. (incorporated by reference to
Exhibit 10.2 to Old Bristow’s Current Report on Form 8-K filed on November 14, 2016 (File No. 001-31617))
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|||
Term Loan Credit Agreement, dated as of February 1, 2017, among Bristow U.S. LLC, the several banks, other financial institutions and other lenders from time to time party thereto and Macquarie Bank
Limited, as administrative agent and as security agent (incorporated by reference to Exhibit 10.1 to Old Bristow’s Current Report on Form 8-K filed on February 2, 2017 (File No. 001-31617))
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|||
First Amendment to Term Loan Credit Agreement, dated as of March 7, 2017, among Bristow U.S. LLC, the lenders part thereof, and Macquarie Bank Limited, as administrative agent
|
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Second Amendment to Term Loan Credit Agreement, dated as of August 14, 2018, among Bristow U.S. LLC, the lenders part thereof, and Macquarie Bank Limited, as administrative agent
|
|||
Amendment to the Term Loan Credit Agreement, dated as of February 1, 2017, among the Company, as guarantor, Bristow U.S. LLC, as borrower and lessee, BriLog Leasing Ltd., as lessee, Macquarie Bank Limited,
as administrative agent and security agent, Macquarie Leasing LLC, as lender and owner participant, and Macquarie Rotorcraft Leasing Holdings Limited, as owner participant (incorporated by reference to Exhibit 10.2 to Old Bristow’s
Current Report on Form 8-K filed on November 6, 2019 (File No. 001-31617))
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|||
Credit Agreement, dated as of July 17, 2017, among Bristow Equipment Leasing Ltd., as borrower, PK Transportation Finance Ireland Limited, as lender, PK AirFinance S.à r.l., in its capacity as agent, and PK
AirFinance S.à r.l., in its capacity as security trustee (incorporated by reference to Exhibit 10.1 to Old Bristow’s Current Report on Form 8-K filed on July 18, 2017 (File No. 001-31617))
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Omnibus Agreement, dated as of October 3, 2019, among Bristow Equipment Leasing Ltd., as borrower, Bristow Group Inc., PK Transportation Finance Ireland Limited, as lender, PK AirFinance S.à r.l., in its
capacity as agent, and PK AirFinance S.à r.l., in its capacity as security trustee (incorporated by reference to Exhibit 10.1 to Old Bristow’s Current Report on Form 8-K filed on October 9, 2019 (File No. 001-31617))
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|||
Conditional Novation Agreements
|
|||
Form of Director and Officer Indemnification Agreement
|
|||
Consent of KPMG LLP
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|||
Consolidated balance sheets of Old Bristow Group Inc. and subsidiaries as of March 31, 2020 (Successor) and March 31, 2019 (Predecessor), the related consolidated statements of operations, comprehensive income (loss), cash flows,
and stockholders' investment and redeemable noncontrolling interest for the five months ended March 31, 2020 (Successor) and the seven months ended October 31, 2019 (Predecessor) and for each of the years in the two year period ended
March 31, 2019 (Predecessor), and the related notes
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|||
Unaudited pro forma condensed combined financial information, including a pro forma balance sheet giving effect to the combination as of the date of the most recent balance sheet and pro
forma statements of operations reflecting the combined operations of the entities for the latest fiscal year and interim period
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BRISTOW GROUP INC.
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||
Dated: June 17, 2020
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By:
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/s/ Crystal L. Gordon
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Name:
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Crystal L. Gordon
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Title:
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SVP, General Counsel
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(a) |
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 110,000,000, consisting of 100,000,000 shares of Common Stock, par value
one cent ($.01) per share (the “Common Stock”) and 10,000,000 shares of Preferred Stock, par value one cent ($.01) per share (the “Preferred Stock”).
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(b) |
Upon the effectiveness of the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Corporation adding this paragraph (the “Effective Time”), each three (3) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully
paid and non-assessable share of Common Stock, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common
Stock shall be entitled to receive in cash (without interest or deduction) the fair value of such fractional shares, as determined in good faith by the Board of Directors of the Corporation when those entitled to receive such fractional
shares are determined. Each certificate that, prior to the Effective Time, represented shares of Common Stock (“Old Certificates”) shall thereafter represent that
number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificates shall have been combined pursuant to the Reverse Stock Split, subject to the elimination of fractional share interests as described
above.
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ERA GROUP INC.
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By:
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/s/Christopher S. Bradshaw
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Name:
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Christopher S. Bradshaw
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Title:
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President and Chief Executive Officer
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ERA GROUP INC.
|
|||
By:
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/s/ Christopher S. Bradshaw
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Name:
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Christopher Bradshaw
|
||
Title:
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President and Chief Executive Officer
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COMPANY:
|
|||
BRISTOW GROUP INC.
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|||
By:
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/s/ Crystal Gordan
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||
Name:
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Crystal Gordan
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Title:
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SVP, General Counsel
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STOCKHOLDERS:
|
|||
SOLUS ALTERNATIVE ASSET MANAGEMENT LP
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|||
By:
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/s/ Christopher Pucillo
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Name:
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Christopher Pucillo
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Title:
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Chief Executive Officer and Chief Investment Officer
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Address:
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410 Park Avenue
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New York, NY 10022
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|||
Attention:
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Christopher Pucillo
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Email:
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puc@soluslp.com
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SOUTH DAKOTA RETIREMENT SYSTEM
|
|||
By:
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/s/ Matthew L. Clark
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Name:
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Matthew L. Clark
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Title:
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State Investment Officer
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Address:
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South Dakota Investment Council
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4009 W 49th St., Suite 300
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Sioux Falls, SD 57106
|
|||
Attention:
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Anne Cipperley
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Email:
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anne.cipperley@state.sd.us
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JOINING PARTY
|
|||
By:
|
|||
Name:
|
|||
Title:
|
|||
Address:
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|||
Email Address:
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AGREED AND ACCEPTED:
|
|||
BRISTOW GROUP INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
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MACQUARIE BANK LIMITED,
as Administrative Agent
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||
By:
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/s/ Peter Burton
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Name:
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Peter Burton
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Title:
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Division Director
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By:
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/s/ Matthew Chapman
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Name:
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Matthew Chapman
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Title:
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Division Director
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MACQUARIE AEROSPACE INC.,
as Lender
|
||
By:
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/s/ John Petkovic
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Name:
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John Petkovic
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Title:
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Attorney
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By:
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/s/ Sarah Johnston
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Name:
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Sarah Johnston
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Title:
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Attorney
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BRISTOW U.S. LLC,
as Borrower
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||
By:
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/s/ Joseph A. Baj
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Name:
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Joseph A. Baj
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Title:
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Manager
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BRISTOW U.S. LLC
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||
By
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/s/ Geoffrey L. Carpenter
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Name: Geoffrey L. Carpenter
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Title: Manager
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MACQUARIE LEASING INC.
|
||
as a Lender
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||
By
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/s/ John Willingham
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Name: John Willingham
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||
Title: Attorney
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MACQUARIE BANK LIMITED
|
||
as Administrative Agent and as Security Agent
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||
By
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/s/ Peter Burton
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Name: Peter Burton
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||
Title: Attorney
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By
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/s/ Matthew Chapman
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Name: Matthew Chapman
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||
Title: Attorney
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BRISTOW GROUP INC.
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||
By
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/s/ Geoffrey L. Carpenter
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Name: Geoffrey L. Carpenter
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Title: Vice President and Treasurer
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a. |
Transferor transfers by novation to Transferee, and Transferee accepts the transfer by novation of, all the rights, duties, liabilities and obligations of Transferor, regardless of whether such rights, duties,
liabilities or obligations occurred or existed prior to, or occur or exist after, the Novation Date, and the Remaining Party accepts Transferee as its sole counterparty with respect to the Guarantee as if Transferee was named as the Guarantor
therein on the date the Guarantee was entered into.
|
b. |
Transferee hereby agrees to be bound by the Guarantee in accordance with its terms and conditions as if Transferee had at all times been a party to the Guarantee in place of Transferor.
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c. |
Transferee hereby (i) makes all recitals, representations, warranties, covenants (including, for the avoidance of doubt, Sections 4.9 and 4.10 of the Guarantee) and agreements made by Transferor in, and (ii)
assumes and agrees to perform all obligations, duties, and liabilities of Transferor under (including all such obligations, duties and liabilities arising prior to the Novation Date), the Guarantee as if Transferee had at all times been a
party to the Guarantee as the Guarantor.
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d. |
Transferor and the Remaining Party each releases and discharges the other from further obligations or liabilities under or with respect to the Guarantee (to the extent arising under the Guarantee) and their
respective rights against each other thereunder are cancelled.
|
e. |
The Guarantee shall be deemed novated and constitute a guaranty and indemnity given by the Transferee to the Remaining Party on the terms set forth therein.
|
f. |
For all purposes of the Credit Agreement and each other Loan Document that incorporates the definitions of the Credit Agreement, the “Guarantor” shall mean Transferee.
|
a. |
The Effective Date of this Agreement is subject to the receipt by the parties hereto of counterparts of this Agreement executed by Transferor, Transferee and the Remaining Party.
|
b. |
The Novation Date of this Agreement is subject to the occurrence of the Effective Date, the consummation of the Merger Agreement, and the satisfaction (or waiver) of the following conditions precedent:
|
i. |
Receipt by the Remaining Party of a certificate signed by the officer of Transferee certifying as to the consummation and effectiveness of the Merger Agreement and the satisfaction of the conditions to the
occurrence of the Novation Date, and certifying that all approvals, consents, orders, or authorizations of, or filings or registrations with, any Governmental Authority or any third party necessary for the effectiveness of the transactions
contemplated hereby, or the legality, validity, binding effect or enforceability of the Transferee’s obligations hereunder (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors’ rights generally and by general principles of equity), have been obtained or made;
|
ii. |
The absence of any action or proceeding or governmental action having been instituted or threatened in writing before any court or governmental authority, or any order, judgment, or decree having been issued or
proposed in writing to be issued by any court or governmental authority on the Novation Date to set aside, restrain, enjoin or prevent the transactions contemplated hereby; and
|
iii. |
Receipt by the Remaining Party of an incumbency certificate or equivalent corporate authority of the Transferee naming the persons authorized to execute this Agreement and certifying as to such authority, and
an opinion of Transferee’s counsel confirming that the Guarantee is the legal, valid and binding obligation of Transferee, enforceable against Transferee, in accordance with its terms and otherwise in form and substance reasonably acceptable
to the Remaining Party (with reasonable and customary assumptions and qualifications).
|
a. |
Each such Novation Party is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;
|
b. |
Such Novation Party has the right, power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms;
and
|
c. |
This Agreement has been duly executed and delivered by its duly authorized officers, and constitutes the legal, valid and binding obligation of such Novation Party, enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the
availability of equitable remedies.
|
a. |
Acknowledgment. The Remaining Party acknowledges that Transferor will merge with Merger Sub on the Novation Date; but Transferee will not be party to such merger and, as a consequence of the occurrence
of the Novation Date, Transferee will be bound by the Guarantee, so the merger of Transferor and Merger Sub will not require compliance with Section 4.6 of the Guarantee, and, to the extent compliance is required by Section 4.6 of the
Guarantee because such merger is a condition precedent to the Novation Date, the Remaining Party (acting on the instructions of all of the Lenders), pursuant to Section 8.4 of the Guarantee, hereby waives Transferor’s compliance with the
requirements of such Section.
|
b. |
Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof other than Section 5-1401 and
5-1402 of the New York General Obligations Law) of the State of New York. Without limiting the foregoing, the terms of Sections 9.2 to 9.4 (including the appointment by the Guarantor of an agent by the Transferee as its agent for the service
of process in New York with respect to any dispute arising out of or relating to this Agreement) are hereby incorporated herein by reference, mutatis mutandis.
|
c. |
Counterparts; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed
counterpart of this Agreement.
|
d. |
Severability. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.
|
e. |
Loan Document. This Agreement shall constitute a “Loan Document” under and as defined in the Credit Agreement or other Loan Document that incorporates the defined terms of the Credit Agreement.
|
f. |
Entirety. This Agreement represent the entire agreement of the parties hereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or
correspondence relating to the transactions contemplated herein.
|
g. |
Further Assurances. Each party hereto agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by another party for carrying out
the purposes of this Agreement.
|
h. |
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
|
i. |
Amendment. This Agreement may be amended or modified only by an agreement in writing executed by all Parties and expressly identified as an amendment or modification.
|
j. |
Third Parties. The provisions of Section 1.3 of the Guarantee are hereby incorporated herein by reference, mutatis mutandis.
|
TRANSFEROR:
|
|||
BRISTOW GROUP INC.
|
|||
By:
|
/s/ Brian J. Allman
|
||
Name: Brian J. Allman
|
|||
Title: Senior Vice President and Chief Fiancial Officer
|
TRANSFEREE:
|
|||
ERA GROUP INC.
|
|||
By:
|
/s/ Christopher S. Bradshaw
|
||
Name: Christopher S. Bradshaw
|
|||
Title: President & Chief Executive Officer
|
REMAINING PARTY:
|
|||
PK AIRFINANCE S.À R.L.,
|
|||
By:
|
/s/ Yvonne Chenery
|
||
Name: Yvonne Chenery
|
|||
Title: SVP Contracts
|
|||
By:
|
/s/ Frank Withofs
|
||
Name: Frank Withofs
|
|||
Title: Treasurer, SVP Portfolio Manager
|
No.
|
MSN
|
Model No.
|
Borrower
|
1.
|
31310
|
AW139
|
Bristow Equipment Leasing Ltd.
|
2.
|
31583
|
AW139
|
Bristow Equipment Leasing Ltd.
|
3.
|
41339
|
AW139
|
Bristow Equipment Leasing Ltd.
|
4.
|
41370
|
AW139
|
Bristow Equipment Leasing Ltd.
|
5.
|
41378
|
AW139
|
Bristow Equipment Leasing Ltd.
|
6.
|
761044
|
S-76D
|
Bristow Equipment Leasing Ltd.
|
7.
|
761045
|
S-76D
|
Bristow Equipment Leasing Ltd.
|
8.
|
761046
|
S-76D
|
Bristow Equipment Leasing Ltd.
|
9.
|
761070
|
S-76D
|
Bristow Equipment Leasing Ltd.
|
0.
|
761071
|
S-76D
|
Bristow Equipment Leasing Ltd.
|
1.
|
920011
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
2.
|
920012
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
3.
|
920025
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
4.
|
920065
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
5.
|
920066
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
6.
|
920068
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
7.
|
920070
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
8.
|
920075
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
9.
|
920082
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
10.
|
920103
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
11.
|
920124
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
12.
|
920159
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
13.
|
920221
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
14.
|
920228
|
S-92A
|
Bristow Equipment Leasing Ltd.
|
1. |
Novation and Transfer. With effect from and including the Novation Date:
|
a. |
Transferor transfers by novation to Transferee, and Transferee accepts the transfer by novation of all the rights, duties and obligations of Transferor, and the Remaining Party accepts Transferee as its sole counterparty with respect the
Guaranty.
|
b. |
Transferee hereby agrees to be bound by the Guaranty in accordance with its terms and conditions as if Transferee had at all times been a party to the Guaranty in place of Transferor.
|
d. |
Transferor and the Remaining Party each releases and discharges the other from further obligations or liabilities under or with respect to the Guaranty (to the extent arising under the Guaranty) and their respective rights against each
other thereunder are cancelled.
|
e. |
For all purposes of the Credit Agreement and the other Loan Documents, the “Guarantor” shall mean Transferee.
|
2. |
Conditions to Effective Date and Novation Date; Effectiveness Under Guaranty.
|
a. |
The Effective Date of this Agreement is subject to the receipt by the parties hereto of counterparts of this Agreement executed by Transferor, Transferee and the Remaining Party.
|
b. |
The Novation Date of this Agreement is subject to the occurrence of the Effective Date, the consummation of the Merger Agreement, and the satisfaction (or waiver) of the following conditions precedent:
|
i. |
Receipt by the Administrative Agent of a certificate signed by the officer of Transferee certifying as to the consummation and effectiveness of the Merger Agreement; and
|
ii. |
Receipt by the Administrative Agent of an opinion of Transferee’s counsel confirming that the Guaranty is the legal, valid and binding obligation of Transferee, enforceable against Transferee in accordance with its terms and otherwise in
form and substance reasonably acceptable to the Remaining Party (with reasonable and customary assumptions and qualifications).
|
3. |
Representations and Warranties.
|
a. |
By its execution hereof, each of Transferor, Transferee, Borrower, Administrative Agent, Security Trustee and Sole Lender (for the purposes of this Section, each a “Novation Party”) hereby represents and warrants to the other
parties hereto, on the Effective Date and Novation Date, as follows:
|
i. |
Each such Novation Party is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;
|
ii. |
Such Novation Party has the right, power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms; and
|
iii. |
This Agreement has been duly executed and delivered by its duly authorized officer, and constitutes the legal, valid and binding obligation of such Novation Party, enforceable in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable
remedies.
|
b. |
By its execution hereof, the Administrative Agent represents and warrants to Transferor and Transferee, on the Effective Date and Novation Date, that Lender is the sole Lender under the Credit Agreement and no additional Lender consent is
required to amend the Credit Agreement, to release Transferor under the Guaranty, to novate the Guaranty to Transferee, or to take any other action contemplated by this Agreement.
|
4. |
Miscellaneous.
|
a. |
Acknowledgment. Each Remaining Party acknowledges that Transferor will merge with Merger Sub on the Novation Date; but Transferee will not be party to such merger and, as a consequence of the occurrence of the Novation Date,
Transferee will be bound by the Guaranty, so the merger of Transferor and Merger Sub will not require compliance with Section 10 of the Guaranty, and, to the extent compliance is required by Section 10 of the Guaranty because such merger is a
condition precedent to the Novation Date, the applicable Remaining Party hereby confirms Transferor's compliance with the requirements of such Section.
|
b. |
Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof other than Section 5-1401 and 5-1402 of the New York
General Obligations Law) of the State of New York. Without limiting the foregoing, the terms of Sections 9.2 and 9.3 of the Guaranty shall be incorporated herein by reference, mutatis mutandis.
|
c. |
Counterparts; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.
|
d. |
Severability. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable provisions.
|
e. |
f. |
g. |
Further Assurances. Each party hereto agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by another party for carrying out the purposes of this
Agreement.
|
h. |
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
|
i. |
TRANSFEROR:
|
|||
BRISTOW GROUP INC.
|
|||
By:
|
/s/ Geoffrey L. Carpenter
|
||
Name: Geoffrey L. Carpenter
|
|||
Title: Vice President and Treasurer
|
|||
BORROWER:
|
|||
BRISTOW AIRCRAFT LEASING LIMITED
|
|||
as BORROWER
|
|||
By:
|
/s/ Geoffrey L. Carpenter
|
||
Name: Geoffrey L. Carpenter
|
|||
Title: Manager
|
TRANSFEREE:
|
|||
ERA GROUP INC.
|
|||
By:
|
/s/ Chris Bradshaw
|
||
Name: Chris Bradshaw
|
|||
Title: President & CEO
|
REMAINING PARTY:
|
|||
LOMBARD NORTH CENTRAL PLC,
|
|||
as SECURITY TRUSTEE
|
|||
By:
|
/s/ Richard Waters
|
||
Name: Richard Waters
|
|||
Title: Attorney
|
|||
LOMBARD NORTH CENTRAL PLC,
|
|||
as ADMINISTRATIVE AGENT
|
|||
By:
|
/s/ Richard Waters
|
||
Name: Richard Waters
|
|||
Title: Attorney
|
|||
LOMBARD NORTH CENTRAL PLC,
|
|||
as SOLE LENDER
|
|||
By:
|
/s/ Richard Waters
|
||
Name: Richard Waters
|
|||
Title: Attorney
|
1. |
Novation and Transfer. With effect from and including the Novation Date:
|
a. |
Transferor transfers by novation to Transferee, and Transferee accepts the transfer by novation of all the rights, duties and obligations of Transferor, and the Remaining Party accepts Transferee as its sole counterparty with respect the
Guaranty.
|
b. |
Transferee hereby agrees to be bound by the Guaranty in accordance with its terms and conditions as if Transferee had at all times been a party to the Guaranty in place of Transferor.
|
d. |
Transferor and the Remaining Party each releases and discharges the other from further obligations or liabilities under or with respect to the Guaranty (to the extent arising under the Guaranty) and their respective rights against each
other thereunder are cancelled.
|
e. |
2. |
Conditions to Effective Date and Novation Date; Effectiveness Under Guaranty.
|
a. |
The Effective Date of this Agreement is subject to the receipt by the parties hereto of counterparts of this Agreement executed by Transferor, Transferee and the Remaining Party.
|
b. |
The Novation Date of this Agreement is subject to the occurrence of the Effective Date, the consummation of the Merger Agreement, and the satisfaction (or waiver) of the following conditions precedent:
|
i. |
Receipt by the Administrative Agent of a certificate signed by the officer of Transferee certifying as to the consummation and effectiveness of the Merger Agreement; and
|
ii. |
Receipt by the Administrative Agent of an opinion of Transferee’s counsel confirming that the Guaranty is the legal, valid and binding obligation of Transferee, enforceable against Transferee in accordance with its terms and otherwise in
form and substance reasonably acceptable to the Remaining Party (with reasonable and customary assumptions and qualifications).
|
3. |
Representations and Warranties.
|
i. |
Each such Novation Party is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;
|
ii. |
Such Novation Party has the right, power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms; and
|
iii. |
This Agreement has been duly executed and delivered by its duly authorized officer, and constitutes the legal, valid and binding obligation of such Novation Party, enforceable in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable
remedies.
|
b. |
By its execution hereof, the Administrative Agent represents and warrants to Transferor and Transferee, on the Effective Date and Novation Date, that Lender is the sole Lender under the Credit Agreement and no additional Lender consent
is required to amend the Credit Agreement, to release Transferor under the Guaranty, to novate the Guaranty to Transferee, or to take any other action contemplated by this Agreement.
|
4. |
Miscellaneous.
|
b. |
Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof other than Section 5-1401 and 5-1402 of the New York
General Obligations Law) of the State of New York. Without limiting the foregoing, the terms of Sections 9.2 and 9.3 of the Guaranty shall be incorporated herein by reference, mutatis mutandis.
|
c. |
Counterparts; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this
Agreement.
|
d. |
Severability. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable provisions.
|
e. |
f. |
g. |
Further Assurances. Each party hereto agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by another party for carrying out the purposes of this
Agreement.
|
h. |
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
|
i. |
TRANSFEROR:
|
|||
BRISTOW GROUP INC.
|
|||
By:
|
/s/ Geoffrey L. Carpenter
|
||
Name: Geoffrey L. Carpenter
|
|||
Title: Vice President and Treasurer
|
|||
BORROWER:
|
|||
BRISTOW U.S. LEASING LLC
|
|||
as BORROWER
|
|||
By:
|
/s/ Geoffrey L. Carpenter
|
||
Name: Geoffrey L. Carpenter
|
|||
Title: Manager
|
TRANSFEREE:
|
|||
ERA GROUP INC.
|
|||
By:
|
/s/ Chris Bradshaw
|
||
Name: Chris Bradshaw
|
|||
Title: President & CEO
|
REMAINING PARTY:
|
|||
LOMBARD NORTH CENTRAL PLC,
|
|||
as SECURITY TRUSTEE
|
|||
By:
|
/s/ Richard Waters
|
||
Name: Richard Waters
|
|||
Title: Attorney
|
|||
LOMBARD NORTH CENTRAL PLC,
|
|||
as ADMINISTRATIVE AGENT
|
|||
By:
|
/s/ Richard Waters
|
||
Name: Richard Waters
|
|||
Title: Attorney
|
|||
LOMBARD NORTH CENTRAL PLC,
|
|||
as SOLE LENDER
|
|||
By:
|
/s/ Richard Waters
|
||
Name: Richard Waters
|
|||
Title: Attorney
|
1. |
Novation and Transfer. With effect from and including the Novation Date:
|
a. |
Transferor releases each Remaining Party from all duties and obligations to Transferor, regardless of whether such rights, duties, liabilities or obligations occurred or existed prior to, or occur or exist after, the Novation Date, and
the Transferor accepts that it has no further rights with respect to the Guaranty against each such Remaining Party.
|
b. |
Each Remaining Party releases the Transferor from the Transferor’s obligations, duties and liabilities to the Remaining Parties under the Guaranty and each Remaining Party agrees that it has no further rights against the Transferor
under the Guaranty.
|
c. |
Transferee hereby assumes all obligations, duties, and liabilities of Transferor under (including all such obligations, duties and liabilities arising prior to the Novation Date) the Guaranty as if Transferee had at all times been a
party to the Guaranty.
|
d. |
Each Remaining Party accepts the assumption by the Transferee of the obligations and liabilities under or with respect to the Guaranty (to the extent arising under the Guaranty) and each Remaining Party acknowledges that its
obligations, duties and liabilities under or with respect to the Guaranty are owed to the Transferee.
|
e. |
Each Remaining Party agrees not to assert against the Transferee any claim occurring prior to the Novation Date which it may have or have had against the Transferor under the Guaranty prior to the Novation Date.
|
2. |
Amendments. With effect from and including the Novation Date, the Transferee, the Borrower and the Remaining Parties hereby agree to amend each of the Existing Credit Agreement, the Existing Insurance Supplemental Agreement and
the Existing Maintenance Supplemental Agreement as set forth in Schedule 1 attached hereto.
|
3. |
Conditions to Effective Date and Novation Date; Effectiveness Under Guaranty.
|
a. |
The Effective Date of this Agreement is subject to the receipt by the parties hereto of counterparts of this Agreement executed by Transferor, Transferee and each Remaining Party.
|
b. |
The novation, transfer and amendments set out in Sections 1 and 2 above are subject to the occurrence of the Effective Date, the consummation of the Merger Agreement, and the satisfaction (or waiver) of the following
conditions precedent:
|
ii. |
Receipt by the Administrative Agent of an opinion of Transferee’s counsel confirming that the Guaranty is the legal, valid and binding obligation of Transferee substantially in the form provided to the Remaining Parties prior to the
Effective Date or otherwise in form and substance reasonably acceptable to the Remaining Parties (with reasonable and customary assumptions, exceptions and qualifications).
|
4. |
Representations and Warranties.
|
i. |
Each such Bristow Party is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;
|
ii. |
Such Bristow Party has the right, power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms;
|
iii. |
The execution, delivery and performance by such Bristow Party of this Agreement (1) do not require any consent or approval or, registration or filing with, or any action by, any Governmental Authority, (2) will not violate any
Requirements of Law applicable to such Bristow Party or any judgment, order or ruling of any Governmental Authority, (3) will not violate or result in a default under any indenture, material agreement or other material instrument binding
on such Bristow Party or any of its assets or give rise to a right thereunder to require any payment to be made by such Bristow Party, and (4) will not result in the creation or imposition of any Lien on any asset of such Bristow Party
prohibited under the Loan Documents;
|
iv. |
After giving effect to this Agreement, the representations and warranties contained in the Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty under the Loan Documents
already qualified as to materiality, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date (for the avoidance of doubt, any information heretofore delivered to a Remaining
Party specifically describing the business, properties or affairs of the Transferor and as to which any representation or warranty was made in the Loan Documents shall not be deemed to be information describing the business, properties or
affairs of the Transferee), and no Default or Event of Default has occurred and is continuing as of the date hereof; and
|
v. |
This Agreement has been duly executed and delivered by its duly authorized officer, and constitutes the legal, valid and binding obligation of such Bristow Party, enforceable in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable
remedies.
|
b. |
By its execution hereof, the Administrative Agent represents and warrants to Transferor and Transferee that MCQ Leasing is the [sole] Lender under the Existing Credit Agreement and no additional Lender consent is required to amend the
Existing Credit Agreement, the Existing Insurance Supplemental Agreement and the Existing Maintenance Supplemental Agreement, to release Transferor under the Guaranty, to novate the Guaranty to Transferee, or to take any other action
contemplated by this Agreement.
|
5. |
Effect of Amendment. Except as set forth expressly herein, all terms of the Existing Credit Agreement, the Existing Insurance Supplemental Agreement, the Existing Maintenance Supplemental Agreement and the other Loan Documents
shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the parties thereto. The execution, delivery and effectiveness of this Agreement shall not, except as expressly
provided herein, (i) operate as a waiver of any right, power or remedy of the Lenders under the Existing Credit Agreement, the Existing Insurance Supplemental Agreement, the Existing Maintenance Supplemental Agreement or any other Loan
Document or (ii) constitute a waiver of any provision of the Amended Loan Documents.
|
6. |
Costs and Expenses. The Borrower agrees to pay on demand all reasonable, out-of-pocket costs and expenses of the Administrative Agent, Security Agent and Lenders in connection with the preparation, execution and delivery of
this Agreement, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of outside counsel with respect thereto.
|
7. |
Miscellaneous.
|
a. |
Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof other than Section 5-1401 and 5-1402 of the New York
General Obligations Law) of the State of New York. Without limiting the foregoing, the terms of Section 11 of the Guaranty shall be incorporated herein by reference, mutatis mutandis.
|
b. |
Counterparts; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this
Agreement.
|
c. |
Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable provisions.
|
d. |
e. |
f. |
Further Assurances. Each party hereto agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by another party for carrying out the purposes of this
Agreement.
|
g. |
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
|
h. |
TRANSFEROR:
|
|||
BRISTOW GROUP INC.
|
|||
By:
|
/s/ Geoffrey L. Carpenter
|
||
Name: Geoffrey L. Carpenter
|
|||
Title: Vice President and Treasurer
|
BORROWER:
|
|||
BRISTOW U.S. LLC,
|
|||
as Borrower
|
|||
By:
|
/s/ Geoffrey L. Carpenter
|
||
Name: Geoffrey L. Carpenter
|
|||
Title: Manager
|
TRANSFEREE:
|
|||
ERA GROUP INC.
|
|||
By:
|
/s/ Chris Bradshaw
|
||
Name: Chris Bradshaw
|
|||
Title: President & CEO
|
REMAINING PARTIES:
|
|||
MACQUARIE BANK LIMITED,
|
|||
as Security Agent
|
|||
By:
|
/s/ Peter Burton
|
||
Name: Peter Burton
|
|||
Title: Attorney
|
|||
By:
|
/s/ Matthew Chapman
|
||
Name: Matthew Chapman
|
|||
Title: Attorney
|
|||
MACQUARIE BANK LIMITED,
|
|||
as Administrative Agent
|
|||
By:
|
/s/ Peter Burton
|
||
Name: Peter Burton
|
|||
Title: Attorney
|
|||
By:
|
/s/ Matthew Chapman
|
||
Name: Matthew Chapman
|
|||
Title: Attorney
|
|||
MACQUARIE LEASING LLC,
|
|||
as sole Lender
|
|||
By:
|
/s/ Sarah Johnston
|
||
Name: Sarah Johnston
|
|||
Title: Attorney
|
|||
By:
|
/s/ Greg Allen A’slinger
|
||
Name: Greg Allen A’slinger
|
|||
Title: Attorney
|
SECTION
REF.
|
DESCRIPTION
|
AMENDED PROVISION
|
Existing Insurance Supplemental Agreement – Clause (f)
|
Existing Insurance Supplemental Agreement - Clause (f) shall be deleted and replaced by the following:
|
Self-Insurance. The Borrower (or any of its Affiliates, on its behalf) may self-insure (by deductible, premium adjustment, or risk retention arrangement of any kind) the insurance required to be
maintained hereunder pursuant to the Guarantor’s global aviation placement, subject to an aggregate limit of $5,000,000.00. For the avoidance of doubt, the term “Guarantor’s global aviation placement” set forth in this clause (f) of the
Insurance Supplemental Agreement shall include Guarantor’s global aviation placement and/or Intermediate Owner’s global aviation placement, whether separate or combined, applicable to the Aircraft. The Borrower agrees to give the
Security Agent prompt notice of any damage to or loss of, the Aircraft, or any part thereof.
|
SECTION
REF.
|
DESCRIPTION
|
AMENDED PROVISION
|
Existing Maintenance Supplemental Agreement – Section 2(l)
|
The following Amended Provision shall be added after the last sentence in Section 2(l), as a new paragraph:
|
The Borrower, or any successor or assign, covenants that if a new or modified Maintenance Program Agreement is entered into in order to combine the aircraft fleets of Intermediate Owner and Parent, upon
request by the Administrative Agent and to the extent not prohibited by a confidentiality agreement, Borrower shall (or shall cause its Affiliate to) promptly provide to the Administrative Agent summaries of the Maintenance Program
Agreement; provided, that the Administrative Agent acknowledges that (i) a Maintenance Provider may require that the Administrative Agent and other relevant Finance Parties enter into a non-disclosure agreement as a condition to the
Administrative Agreement and other relevant Finance Parties receiving a copy of the related Maintenance Program Agreement, (ii) a Maintenance Provider may require that certain provisions of the related Maintenance Program Agreement be
redacted, and (iii) a Maintenance Provider may refuse to permit Borrower (or Borrower’s Affiliate) to disclose to the Administrative Agent and other relevant Finance Parties the related Maintenance Program Agreement; and provided,
further, however that Borrower may redact certain provisions of the related Maintenance Program Agreement which Borrower reasonably considers confidential as it relates to certain business or economic terms and conditions or as it
relates to aircraft other than the Aircraft, notwithstanding that the relevant Maintenance Provider has not required redaction of such provisions. Notwithstanding anything to the contrary contained herein, provided that Borrower
has used commercially reasonable efforts to comply with its obligations under this Section 2(l), the failure by Borrower to provide the Administrative Agent and other relevant Finance Parties with summaries of a Maintenance
Program Agreement shall not constitute a Default or an Event of Default. Each of the Administrative Agent and Borrower agrees (and shall cause its Affiliate to) comply with the terms of and provisions of the Maintenance Program Agreement
in regard to any owner and operator side letters, acknowledgments or consents required to be provided by the parties to the Maintenance Provider in respect of the Maintenance Program Agreement and to provide signed copies of any such
owner and operator side letters, acknowledgements or consents to the other party as were provided at the time of the initial closing on this Loan Agreement.
|
Re:
|
Confirmation of Novation Date
|
Sincerely,
|
|||
BRISTOW HOLDINGS U.S. INC.,
|
|||
f/k/a Bristow Group Inc.
|
|||
By:
|
Name:
|
|||
Title:
|
|||
BRISTOW GROUP INC.,
|
|||
f/k/a Era Group Inc.
|
|||
By:
|
Name:
|
|||
Title:
|
|||
BRISTOW U.S. LLC,
|
|||
as Borrower
|
|||
By:
|
Name:
|
|
Title:
|
BRISTOW GROUP INC.
|
By:
|
Name:
|
Title:
|
INDEMNITEE
|
Name:
|
Address:
|
|
/s/ KPMG LLP
|
|
|
Houston, Texas
|
|
June 17, 2020
|
|
KPMG LLP
811 Main Street
Houston, TX 77002
|
|
/s/ KPMG LLP
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
|
Seven Months
|
|||||||||||||||
Ended
|
Ended
|
Fiscal Year Ended March 31,
|
||||||||||||||
March 31,
|
October 31,
|
|||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
(In thousands, except per share amounts)
|
||||||||||||||||
Gross revenue:
|
||||||||||||||||
Operating revenue from non-affiliates
|
$
|
444,402
|
$
|
692,305
|
$
|
1,259,529
|
$
|
1,317,295
|
||||||||
Operating revenue from affiliates
|
23,323
|
30,614
|
48,378
|
56,142
|
||||||||||||
Reimbursable revenue from non-affiliates
|
18,038
|
34,304
|
61,755
|
60,538
|
||||||||||||
485,763
|
757,223
|
1,369,662
|
1,433,975
|
|||||||||||||
Operating expense:
|
||||||||||||||||
Direct cost
|
370,741
|
574,216
|
1,079,747
|
1,123,287
|
||||||||||||
Reimbursable expense
|
17,683
|
33,023
|
59,482
|
59,346
|
||||||||||||
Pre-petition restructuring charges
|
—
|
13,476
|
—
|
—
|
||||||||||||
Depreciation and amortization
|
28,238
|
70,864
|
124,899
|
124,042
|
||||||||||||
General and administrative
|
71,413
|
88,555
|
182,113
|
184,987
|
||||||||||||
488,075
|
780,134
|
1,446,241
|
1,491,662
|
|||||||||||||
Loss on impairment
|
(9,591
|
)
|
(62,101
|
)
|
(117,220
|
)
|
(91,400
|
)
|
||||||||
Loss on disposal of assets
|
(451
|
)
|
(3,768
|
)
|
(27,843
|
)
|
(17,595
|
)
|
||||||||
Earnings from unconsolidated affiliates, net of losses
|
7,262
|
6,589
|
4,317
|
18,699
|
||||||||||||
Operating loss
|
(5,092
|
)
|
(82,191
|
)
|
(217,325
|
)
|
(147,983
|
)
|
||||||||
Interest expense, net
|
(22,302
|
)
|
(127,836
|
)
|
(110,076
|
)
|
(77,060
|
)
|
||||||||
Reorganization items, net
|
(7,232
|
)
|
(617,973
|
)
|
—
|
—
|
||||||||||
Loss on sale of subsidiaries
|
—
|
(55,883
|
)
|
—
|
—
|
|||||||||||
Change in fair value of preferred stock derivative liability
|
184,140
|
—
|
—
|
—
|
||||||||||||
Other expense, net
|
(9,956
|
)
|
(3,501
|
)
|
(8,898
|
)
|
(2,957
|
)
|
||||||||
Income (loss) before provision for income taxes
|
139,558
|
(887,384
|
)
|
(336,299
|
)
|
(228,000
|
)
|
|||||||||
Benefit (provision) for income taxes
|
(482
|
)
|
51,178
|
161
|
30,891
|
|||||||||||
Net income (loss)
|
139,076
|
(836,206
|
)
|
(336,138
|
)
|
(197,109
|
)
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
152
|
(208
|
)
|
(709
|
)
|
2,425
|
||||||||||
Net income (loss) attributable to Bristow Group
|
$
|
139,228
|
$
|
(836,414
|
)
|
$
|
(336,847
|
)
|
$
|
(194,684
|
)
|
|||||
Earnings (loss) per common share:
|
||||||||||||||||
Basic
|
$
|
10.10
|
$
|
(23.29
|
)
|
$
|
(9.42
|
)
|
$
|
(5.52
|
)
|
|||||
Diluted
|
$
|
(2.19
|
)
|
$
|
(23.29
|
)
|
$
|
(9.42
|
)
|
$
|
(5.52
|
)
|
||||
Cash dividends declared per common share
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
0.07
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
|
Seven Months
|
|||||||||||||||
Ended
|
Ended
|
|||||||||||||||
March 31,
|
October 31,
|
Fiscal Year Ended March 31,
|
||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Net income(loss)
|
$
|
139,076
|
$
|
(836,206
|
)
|
$
|
(336,138
|
)
|
$
|
(197,109
|
)
|
|||||
Other comprehensive income (loss):
|
||||||||||||||||
Currency translation adjustments
|
(16,428
|
)
|
22,952
|
(36,382
|
)
|
25,927
|
||||||||||
Pension liability adjustment, net of tax (benefit) provision of zero, zero, ($1.6 million), and ($2.6 million), respectively
|
6,389
|
—
|
(5,291
|
)
|
12,333
|
|||||||||||
Unrealized gain (loss) on cash flow hedges, net of tax (benefit) provision of zero, zero, $0.1 million and ($0.1 million), respectively
|
1,410
|
(682
|
)
|
(42
|
)
|
(346
|
)
|
|||||||||
Total comprehensive income (loss)
|
130,447
|
(813,936
|
)
|
(377,853
|
)
|
(159,195
|
)
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
152
|
(208
|
)
|
(709
|
)
|
2,425
|
||||||||||
Currency translation adjustments attributable to noncontrolling interests
|
(12
|
)
|
52
|
(180
|
)
|
4,269
|
||||||||||
Total comprehensive (income) loss attributable to noncontrolling interests
|
140
|
(156
|
)
|
(889
|
)
|
6,694
|
||||||||||
Total comprehensive income (loss) attributable to Bristow Group
|
$
|
130,587
|
$
|
(814,092
|
)
|
$
|
(378,742
|
)
|
$
|
(152,501
|
)
|
Successor
|
Predecessor
|
|||||||
March 31, 2020
|
March 31, 2019
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
196,662
|
$
|
178,055
|
||||
Restricted cash
|
2,459
|
—
|
||||||
Accounts receivable from non-affiliates
|
166,038
|
203,631
|
||||||
Accounts receivable from affiliates
|
14,645
|
13,160
|
||||||
Inventories
|
82,419
|
121,308
|
||||||
Assets held for sale
|
32,401
|
5,350
|
||||||
Prepaid expenses and other current assets
|
29,527
|
44,009
|
||||||
Total current assets
|
524,151
|
565,513
|
||||||
Investment in unconsolidated affiliates
|
110,058
|
118,203
|
||||||
Property and equipment – at cost:
|
||||||||
Land and buildings
|
160,069
|
244,273
|
||||||
Aircraft and equipment
|
741,245
|
2,497,622
|
||||||
901,314
|
2,741,895
|
|||||||
Less – Accumulated depreciation and amortization
|
(24,560
|
)
|
(907,715
|
)
|
||||
876,754
|
1,834,180
|
|||||||
Right-of-use assets
|
305,962
|
—
|
||||||
Goodwill
|
—
|
18,436
|
||||||
Other assets
|
128,336
|
116,267
|
||||||
Total assets
|
$
|
1,945,261
|
$
|
2,652,599
|
||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ INVESTMENT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
52,110
|
$
|
99,573
|
||||
Accrued wages, benefits and related taxes
|
42,852
|
48,151
|
||||||
Income taxes payable
|
1,743
|
3,646
|
||||||
Other accrued taxes
|
4,583
|
6,729
|
||||||
Deferred revenue
|
12,053
|
11,932
|
||||||
Accrued maintenance and repairs
|
31,072
|
24,337
|
||||||
Accrued interest
|
832
|
17,174
|
||||||
Current portion of operating lease liabilities
|
81,484
|
—
|
||||||
Other accrued liabilities
|
25,510
|
38,679
|
||||||
Short-term borrowings and current maturities of long-term debt
|
45,739
|
1,418,630
|
||||||
Total current liabilities
|
297,978
|
1,668,851
|
||||||
Long-term debt, less current maturities
|
515,385
|
8,223
|
||||||
Accrued pension liabilities
|
17,855
|
25,726
|
||||||
Preferred stock embedded derivative
|
286,182
|
—
|
||||||
Other liabilities and deferred credits
|
4,490
|
26,229
|
||||||
Deferred taxes
|
22,775
|
111,203
|
||||||
Long-term operating lease liabilities
|
224,595
|
—
|
||||||
Commitments and contingencies (Note 11)
|
||||||||
Mezzanine equity preferred stock: $.0001 par value, 6,824,582 issued and outstanding as of March 31, 2020
|
149,785
|
—
|
||||||
Stockholders’ investment:
|
||||||||
Predecessor common stock, $.01 par value, authorized 90,000,000; outstanding: 35,918,916 as of March 31, 2019 (exclusive of 1,291,441 treasury shares)
|
—
|
386
|
||||||
Predecessor additional paid-in capital
|
—
|
862,020
|
||||||
Predecessor retained earnings
|
—
|
455,598
|
||||||
Predecessor accumulated other comprehensive loss
|
—
|
(327,989
|
)
|
|||||
Predecessor treasury shares, at cost (2,756,419 shares)
|
(184,796
|
)
|
||||||
Successor common stock, $.0001 par value, authorized 90,000,000; outstanding: 11,235,566 as of March 31, 2020
|
1
|
—
|
||||||
Successor additional paid-in capital
|
295,897
|
—
|
||||||
Successor retained earnings
|
139,228
|
—
|
||||||
Successor accumulated other comprehensive loss
|
(8,641
|
)
|
—
|
|||||
Total Bristow Group stockholders’ investment
|
426,485
|
805,219
|
||||||
Noncontrolling interests
|
(269
|
)
|
7,148
|
|||||
Total stockholders’ investment
|
426,216
|
812,367
|
||||||
Total liabilities, mezzanine equity and stockholders’ investment
|
$
|
1,945,261
|
$
|
2,652,599
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
|
Seven Months
|
|||||||||||||||
Ended
|
Ended
|
Fiscal Year Ended March 31,
|
||||||||||||||
March 31,
|
October 31,
|
|||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Cash flows from operating activities:
|
||||||||||||||||
Net income (loss)
|
$
|
139,076
|
$
|
(836,206
|
)
|
$
|
(336,138
|
)
|
$
|
(197,109
|
)
|
|||||
Adjustments to reconcile loss to net cash provided by operating activities:
|
||||||||||||||||
Depreciation and amortization
|
43,741
|
70,864
|
124,899
|
124,042
|
||||||||||||
Deferred income taxes
|
(4,866
|
)
|
(62,476
|
)
|
(14,454
|
)
|
(49,334
|
)
|
||||||||
Write-off of deferred financing fees
|
—
|
4,038
|
—
|
2,969
|
||||||||||||
Discount amortization on long-term debt
|
5,890
|
1,563
|
6,337
|
1,701
|
||||||||||||
Reorganization items, net
|
(16,254
|
)
|
552,304
|
—
|
—
|
|||||||||||
Loss on disposal of assets
|
451
|
3,768
|
27,843
|
17,595
|
||||||||||||
Loss on impairment
|
9,591
|
62,101
|
117,220
|
91,400
|
||||||||||||
Loss on sale of subsidiaries
|
—
|
55,883
|
—
|
—
|
||||||||||||
Deferral of lease payments
|
—
|
285
|
5,094
|
3,991
|
||||||||||||
Beneficial conversion feature on DIP Loan
|
—
|
56,870
|
—
|
—
|
||||||||||||
DIP Claim Liability
|
—
|
15,000
|
—
|
—
|
||||||||||||
Change in fair value of preferred stock derivative liability
|
(184,140
|
)
|
—
|
—
|
—
|
|||||||||||
Stock-based compensation
|
2,412
|
1,871
|
6,382
|
10,436
|
||||||||||||
Equity in earnings from unconsolidated affiliates less than (in excess of) dividends received
|
(1,184
|
)
|
(1,776
|
)
|
3,806
|
(4,754
|
)
|
|||||||||
Increase (decrease) in cash resulting from changes in:
|
||||||||||||||||
Accounts receivable
|
24,097
|
(10,247
|
)
|
19,197
|
(32,459
|
)
|
||||||||||
Inventories
|
(2,856
|
)
|
(605
|
)
|
(7,473
|
)
|
(2,154
|
)
|
||||||||
Prepaid expenses and other assets
|
(483
|
)
|
(1,226
|
)
|
1,543
|
11,913
|
||||||||||
Accounts payable
|
(15,823
|
)
|
(13,861
|
)
|
4,487
|
(3,385
|
)
|
|||||||||
Accrued liabilities
|
(3,966
|
)
|
23,745
|
(55,058
|
)
|
6,070
|
||||||||||
Other liabilities and deferred credits
|
(5,199
|
)
|
(20,761
|
)
|
(13,122
|
)
|
(466
|
)
|
||||||||
Net cash used in operating activities
|
(9,513
|
)
|
(98,866
|
)
|
(109,437
|
)
|
(19,544
|
)
|
||||||||
Cash flows from investing activities:
|
||||||||||||||||
Capital expenditures
|
(36,115
|
)
|
(41,574
|
)
|
(40,902
|
)
|
(46,287
|
)
|
||||||||
Deposits on assets held for sale
|
4,500
|
—
|
—
|
—
|
||||||||||||
Proceeds from asset dispositions
|
13,845
|
5,314
|
13,813
|
48,740
|
||||||||||||
Proceed from sale of consolidated affiliate
|
—
|
—
|
965
|
—
|
||||||||||||
Proceeds from OEM cost recoveries
|
—
|
—
|
—
|
94,463
|
||||||||||||
Cash transferred in sale of subsidiaries, net of cash received
|
—
|
(22,458
|
)
|
—
|
—
|
|||||||||||
Net cash provided by (used in) investing activities
|
(17,770
|
)
|
(58,718
|
)
|
(26,124
|
)
|
96,916
|
|||||||||
Cash flows from financing activities:
|
||||||||||||||||
Proceeds from borrowings
|
—
|
225,585
|
470
|
896,874
|
||||||||||||
Debt issuance costs
|
—
|
(14,863
|
)
|
(2,599
|
)
|
(20,560
|
)
|
|||||||||
Repayment of debt and debt redemption premiums
|
(25,132
|
)
|
(366,750
|
)
|
(61,052
|
)
|
(671,567
|
)
|
||||||||
Purchase of 4½% Convertible Senior Notes call option
|
—
|
—
|
—
|
(40,393
|
)
|
|||||||||||
Proceeds from issuance of warrants
|
—
|
—
|
—
|
30,259
|
||||||||||||
Partial prepayment of put/call obligation
|
—
|
(1,323
|
)
|
(54
|
)
|
(49
|
)
|
|||||||||
Dividends paid to noncontrolling interest
|
—
|
—
|
(580
|
)
|
(331
|
)
|
||||||||||
Common stock dividends paid
|
—
|
—
|
—
|
(2,465
|
)
|
|||||||||||
Issuance of common stock
|
—
|
385,000
|
2,830
|
—
|
||||||||||||
Repurchases for tax withholdings on vesting of equity awards
|
—
|
—
|
(2,157
|
)
|
(2,740
|
)
|
||||||||||
Net cash provided by (used in) financing activities
|
(25,132
|
)
|
227,649
|
(63,142
|
)
|
189,028
|
||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
1,010
|
2,406
|
(3,465
|
)
|
17,167
|
|||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(51,405
|
)
|
72,471
|
(202,168
|
)
|
283,567
|
||||||||||
Cash, cash equivalents and restricted cash at beginning of period
|
250,526
|
178,055
|
380,223
|
96,656
|
||||||||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
199,121
|
$
|
250,526
|
$
|
178,055
|
$
|
380,223
|
Total Bristow Group Stockholders’ Investment
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
Accumulated
|
|
|
|
||||||||||||||||||||||||||||
Redeemable
|
Common
|
Additional
|
Other
|
Total
|
||||||||||||||||||||||||||||||||
Noncontrolling |
Stock
|
Common
|
Paid-in
|
Retained
|
Comprehensive
|
Treasury
|
Noncontrolling
|
Stockholders’
|
||||||||||||||||||||||||||||
Interest
|
(Shares)
|
Stock
|
Capital
|
Earnings
|
Loss
|
Stock
|
Interests
|
Investment
|
||||||||||||||||||||||||||||
March 31, 2017
|
$
|
6,886
|
35,213,991
|
$
|
379
|
$
|
809,995
|
$
|
991,340
|
$
|
(328,277
|
)
|
$
|
(184,796
|
)
|
$
|
5,025
|
$
|
1,293,666
|
|||||||||||||||||
Issuance of common stock
|
—
|
312,634
|
3
|
9,805
|
—
|
—
|
—
|
—
|
9,808
|
|||||||||||||||||||||||||||
Acquisition of noncontrolling interest
|
(6,121
|
)
|
—
|
—
|
6,121
|
—
|
—
|
—
|
—
|
6,121
|
||||||||||||||||||||||||||
Reclassification from redeemable noncontrolling interests to noncontrolling interests
|
(835
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
835
|
835
|
||||||||||||||||||||||||||
Equity component of 4½% Convertible Senior Notes issued
|
—
|
—
|
—
|
36,778
|
—
|
—
|
—
|
—
|
36,778
|
|||||||||||||||||||||||||||
Purchase of 4½% Convertible Senior Notes call option
|
—
|
—
|
—
|
(40,393
|
)
|
—
|
—
|
—
|
—
|
(40,393
|
)
|
|||||||||||||||||||||||||
Proceeds from issuance of warrants
|
—
|
—
|
—
|
30,259
|
—
|
—
|
—
|
—
|
30,259
|
|||||||||||||||||||||||||||
Common stock dividends ($0.07 per share)
|
—
|
—
|
—
|
—
|
(2,465
|
)
|
—
|
—
|
—
|
(2,465
|
)
|
|||||||||||||||||||||||||
Distributions paid to noncontrolling interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(49
|
)
|
(49
|
)
|
|||||||||||||||||||||||||
Dividends paid to noncontrolling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(331
|
)
|
(331
|
)
|
|||||||||||||||||||||||||
Currency translation adjustments
|
4,163
|
—
|
—
|
—
|
—
|
—
|
—
|
106
|
106
|
|||||||||||||||||||||||||||
Net income (loss)
|
(4,093
|
)
|
—
|
—
|
—
|
(194,684
|
)
|
—
|
—
|
1,667
|
(193,017
|
)
|
||||||||||||||||||||||||
Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
42,183
|
—
|
—
|
42,183
|
|||||||||||||||||||||||||||
March31,2018
|
—
|
35,526,625
|
382
|
852,565
|
794,191
|
(286,094
|
)
|
(184,796
|
)
|
7,253
|
1,183,501
|
|||||||||||||||||||||||||
Issuance of common stock
|
—
|
392,291
|
4
|
8,863
|
—
|
—
|
—
|
—
|
8,867
|
|||||||||||||||||||||||||||
Adoption of new accounting pronouncement(1).
|
—
|
—
|
—
|
—
|
(1,746
|
)
|
—
|
—
|
—
|
(1,746
|
)
|
|||||||||||||||||||||||||
Tax impact of warrants and options issued
|
—
|
—
|
—
|
592
|
—
|
—
|
—
|
—
|
592
|
|||||||||||||||||||||||||||
Distributions paid to noncontrolling interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(54
|
)
|
(54
|
)
|
|||||||||||||||||||||||||
Dividends paid to noncontrolling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(580
|
)
|
(580
|
)
|
|||||||||||||||||||||||||
Currency translation adjustments
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(180
|
)
|
(180
|
)
|
|||||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
(336,847
|
)
|
—
|
—
|
709
|
(336,138
|
)
|
|||||||||||||||||||||||||
Other comprehensive loss
|
—
|
—
|
—
|
—
|
—
|
(41,895
|
)
|
—
|
—
|
(41,895
|
)
|
|||||||||||||||||||||||||
March 31, 2019
|
—
|
35,918,916
|
386
|
862,020
|
455,598
|
(327,989
|
)
|
(184,796
|
)
|
7,148
|
812,367
|
|||||||||||||||||||||||||
Issuance of common stock
|
—
|
—
|
—
|
1,871
|
—
|
—
|
—
|
—
|
1,871
|
|||||||||||||||||||||||||||
Sale of subsidiaries
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(5,612
|
)
|
(5,612
|
)
|
|||||||||||||||||||||||||
Distributions paid to noncontrolling interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(1,323
|
)
|
(1,323
|
)
|
|||||||||||||||||||||||||
Beneficial conversion feature on DIP Loan
|
—
|
—
|
—
|
56,870
|
—
|
—
|
—
|
—
|
56,870
|
|||||||||||||||||||||||||||
Currency translation adjustments
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
52
|
52
|
|||||||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
(836,414
|
)
|
—
|
—
|
208
|
(836,206
|
)
|
|||||||||||||||||||||||||
Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
22,322
|
—
|
—
|
22,322
|
|||||||||||||||||||||||||||
Cancellation of Predecessor equity
|
—
|
(35,918,916
|
)
|
(386
|
)
|
(920,761
|
)
|
380,816
|
305,667
|
184,796
|
—
|
(49,868
|
)
|
|||||||||||||||||||||||
October 31, 2019 (Predecessor)
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
473
|
$
|
473
|
|
Total Bristow Group Stockholders’ Investment
|
|
||||||||||||||||||||||||||||||
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||||||||||||
Mezzanine
|
Common
|
Additional
|
Other
|
Total
|
||||||||||||||||||||||||||||
equity preferred
|
Stock
|
Common
|
Paid-in
|
Retained |
Comprehensive
|
Noncontrolling
|
Stockholders’
|
|||||||||||||||||||||||||
stock
|
(Shares)
|
Stock
|
Capital
|
Earnings
|
Loss
|
Interests
|
Investment
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Issuance of Successor common and preferred stock
|
$
|
618,921
|
11,235,535
|
$
|
1
|
$
|
294,670
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
294,671
|
|||||||||||||||||
October 31, 2019 (Successor)
|
618,921
|
11,235,535
|
1
|
294,670
|
—
|
—
|
(105
|
)
|
294,566
|
|||||||||||||||||||||||
Issuance of stock
|
1,186
|
31
|
—
|
1,227
|
—
|
—
|
—
|
1,227
|
||||||||||||||||||||||||
Initial reclassification of embedded derivative to long-term liability
|
(470,322
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Currency translation adjustments
|
—
|
—
|
—
|
—
|
—
|
—
|
(12
|
)
|
(12
|
)
|
||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
139,228
|
—
|
(152
|
)
|
139,076
|
|||||||||||||||||||||||
Other comprehensive loss
|
—
|
—
|
—
|
—
|
—
|
(8,641
|
)
|
—
|
(8,641
|
)
|
||||||||||||||||||||||
March 31, 2020 (Successor)
|
$
|
149,785
|
$
|
11,235,566
|
$
|
1
|
$
|
295,897
|
$
|
139,228
|
$
|
(8,641
|
)
|
$
|
(269
|
)
|
$
|
426,216
|
(1) |
Cumulative-effect adjustment upon the adoption of new accounting guidance related to current and deferred income taxes for intra-entity transfer of assets other than inventory. For further details, see Note 1.
|
• |
Allowances for doubtful accounts;
|
• |
Inventory allowances;
|
• |
Property and equipment;
|
• |
Goodwill, intangible and other long-lived assets;
|
• |
Pension benefits;
|
• |
Derivatives;
|
• |
Contingent liabilities; and
|
• |
Taxes.
|
Successor
|
Predecessor
|
|||||||||||
March 31, 2020
|
October 31, 2019
|
March 31, 2019
|
||||||||||
Reconciliation of cash, cash equivalents and restricted cash as shown in the statements of cash flows:
|
||||||||||||
Cash and cash equivalents
|
$
|
196,662
|
$
|
202,079
|
$
|
178,055
|
||||||
Restricted cash
|
2,459
|
48,447
|
—
|
|||||||||
Total cash, cash equivalents and restricted cash
|
$
|
199,121
|
$
|
250,526
|
$
|
178,055
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
|
Seven Months
|
|||||||||||||||
Ended
|
Ended
|
Fiscal Year Ended March 31,
|
||||||||||||||
March 31,
|
October 31,
|
|||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
Balance – beginning of period
|
$
|
—
|
$
|
1,617
|
$
|
3,304
|
$
|
4,498
|
||||||||
Additional allowances
|
368
|
25
|
1,073
|
1,463
|
||||||||||||
Write-offs and collections
|
—
|
—
|
(2,760
|
)
|
(2,657
|
)
|
||||||||||
Sale of subsidiaries(1)
|
—
|
(851
|
)
|
—
|
—
|
|||||||||||
Fresh-start accounting adjustments(2)
|
—
|
(791
|
)
|
—
|
—
|
|||||||||||
Balance – end of period
|
$
|
368
|
$
|
—
|
$
|
1,617
|
$
|
3,304
|
(1) |
As the result of the sale of Eastern Airways International Limited (“Eastern Airways”), Aviashelf Aviation Co. (“Aviashelf”), Bristow Helicopters Leasing Limited (“BHLL”) and Sakhalin Bristow Air Services Ltd, the Company wrote off
allowance for doubtful accounts for non-affiliates by $0.9 million. For more details, see “Loss on Sale of Subsidiaries” below.
|
(2) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted allowance for doubtful accounts to fair value at the Effective Date.
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
|
Seven Months
|
|||||||||||||||
Ended
|
Ended
|
Fiscal Year Ended March 31,
|
||||||||||||||
March 31,
|
October 31,
|
|||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
Balance – beginning of period
|
$
|
—
|
$
|
19,448
|
$
|
26,030
|
$
|
21,514
|
||||||||
Additional allowances
|
62
|
551
|
2,140
|
6,355
|
||||||||||||
Inventory disposed and scrapped
|
—
|
(811
|
)
|
(7,427
|
)
|
(3,353
|
)
|
|||||||||
Fresh start accounting adjustments
|
—
|
(19,143
|
)
|
—
|
—
|
|||||||||||
Foreign currency effects
|
—
|
(45
|
)
|
(1,295
|
)
|
1,514
|
||||||||||
Balance – end of period
|
$
|
62
|
$
|
—
|
$
|
19,448
|
$
|
26,030
|
Total
|
||||
March 31, 2018 (Predecessor)
|
$
|
19,907
|
||
Foreign currency translation
|
(1,471
|
)
|
||
March 31, 2019 (Predecessor)
|
18,436
|
|||
Foreign currency translation
|
(932
|
)
|
||
Impairments
|
(17,504
|
)
|
||
October 31, 2019 (Predecessor)
|
$
|
—
|
U.K. SAR
customer |
PBH |
Total
|
||||||||||
Gross Carrying Amount
|
||||||||||||
Additions (1)
|
$
|
58,000
|
$
|
76,838
|
$
|
134,838
|
||||||
Translation
|
(2,294
|
)
|
(2,517
|
)
|
$
|
(4,811
|
)
|
|||||
March 31, 2020 (Successor)
|
$
|
55,706
|
$
|
74,321
|
$ | 130,027 |
Accumulated Amortization
|
||||||||||||
October 31, 2019 (Successor)
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Amortization expense
|
(3,251
|
)
|
(15,503
|
)
|
(18,754
|
)
|
||||||
March 31, 2020 (Successor)
|
$
|
(3,251
|
)
|
$
|
(15,503
|
)
|
$
|
(18,754
|
)
|
|||
Weighted average remaining contractual life, in years
|
7.0
|
16.9
|
10.7
|
(1) |
In connection with the Company’s emergence from bankruptcy and in accordance with ASC 852, the Company recognized customer contract intangibles of $58.0 million related to U.K. SAR and $76.8 million related to power-by-the-hour (“PBH”)
contracts. The amortization expense for the U.K. SAR contract is recorded in depreciation and amortization on the consolidated financial statements and the amortization expense for the PBH contracts is recorded in maintenance expense
included in direct costs on the consolidated financial statements.
|
2021 (1)
|
$
|
24,207
|
||
2022 (1)
|
15,956
|
|||
2023 (1)
|
15,909
|
|||
2024 (1)
|
15,767
|
|||
2025 (1)
|
15,767
|
|||
Thereafter (1)
|
23,667
|
|||
$
|
111,273
|
(1) |
The portion of future amortization expense that will be included in maintenance expense is $16.7 million for fiscal year 2021, $8.5 million for fiscal year 2022, $8.4 million for fiscal year 2023, $8.3 million for fiscal year 2024,
$8.3 million for fiscal year 2025 and $8.7 million thereafter.
|
Client
relationships (1)
|
Trade name
and
trademarks (1)
|
Internally
developed
software (1)
|
Licenses (1)
|
Total
|
||||||||||||||||
Gross Carrying Amount
|
||||||||||||||||||||
March 31, 2018
|
$
|
12,777
|
$
|
4,878
|
$
|
1,107
|
$
|
755
|
$
|
19,517
|
||||||||||
Foreign currency translation
|
(98
|
)
|
(259
|
)
|
(13
|
)
|
(2
|
)
|
(372
|
)
|
||||||||||
March 31, 2019
|
12,679
|
4,619
|
1,094
|
753
|
19,145
|
|||||||||||||||
Foreign currency translation
|
(33
|
)
|
(11
|
)
|
—
|
—
|
(44
|
)
|
||||||||||||
October 31, 2019 (Predecessor)
|
$
|
12,646
|
$
|
4,608
|
$
|
1,094
|
$
|
753
|
$
|
19,101
|
Accumulated Amortization
|
||||||||||||||||||||
March 31, 2018
|
$
|
(11,372
|
)
|
$
|
(1,213
|
)
|
$
|
(915
|
)
|
$
|
(719
|
)
|
$
|
(14,219
|
)
|
|||||
Impairments
|
—
|
(2,933
|
)
|
(72
|
)
|
—
|
(3,005
|
)
|
||||||||||||
Amortization expense
|
(234
|
)
|
(142
|
)
|
(107
|
)
|
(34
|
)
|
(517
|
)
|
||||||||||
March 31, 2019
|
(11,606
|
)
|
(4,288
|
)
|
(1,094
|
)
|
(753
|
)
|
(17,741
|
)
|
||||||||||
Amortization expense
|
(90
|
)
|
—
|
—
|
—
|
(90
|
)
|
|||||||||||||
October 31, 2019
|
(11,696
|
)
|
(4,288
|
)
|
(1,094
|
)
|
(753
|
)
|
(17,831
|
)
|
||||||||||
Fresh-start accounting adjustment (2)
|
(950
|
)
|
(320
|
)
|
—
|
—
|
(1,270
|
)
|
||||||||||||
October 31, 2019 (Predecessor)
|
$
|
(12,646
|
)
|
$
|
(4,608
|
)
|
$
|
(1,094
|
)
|
$
|
(753
|
)
|
$
|
(19,101
|
)
|
(1) |
The Bristow Norway and Eastern Airways acquisitions, completed in October 2008 and February 2014, respectively, included in the Europe Caspian region, resulted in intangible assets for client contracts, client relationships, trade
names and trademarks, internally developed software and licenses. On May 10, 2019, the Company sold Eastern Airways. The Airnorth acquisition completed in January 2015, included in its Asia Pacific region, resulted in intangible assets
for client contracts, client relationships and trade name and trademarks. For discussion of impairment of long-lived assets, including purchased intangibles subject to amortization, see “Impairment of
Assets.”
|
(2) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted the intangible assets of $1.3 million to its fair value of zero at the Effective Date. See Note 3 for further details on
the impact of fresh-start accounting on the Company’s consolidated financial statements.
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
Ended
March 31,
|
Seven
Months
Ended
October 31,
|
|||||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
Foreign currency transaction losses
|
(11,577 | ) |
(1,327
|
)
|
(5,163
|
)
|
(2,580
|
)
|
||||||||
Foreign currency transaction gains (losses) from earnings from unconsolidated affiliates, net of losses
|
(115
|
)
|
(1,123
|
)
|
(4,163
|
)
|
(1,956
|
)
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
Ended
March 31,
|
Seven Months
Ended
October 31,
|
|||||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
Interest income
|
$
|
662
|
$
|
822
|
$
|
3,424
|
$
|
677
|
||||||||
Interest expense (1)(2)(3)
|
(22,964
|
)
|
(128,658
|
)
|
(113,500
|
)
|
(77,737
|
)
|
||||||||
Interest expense, net
|
$
|
(22,302
|
)
|
$
|
(127,836
|
)
|
$
|
(110,076
|
)
|
$
|
(77,060
|
)
|
(1) |
Interest expense for the seven months ended October 31, 2019 (Predecessor) includes $56.9 million of non-cash interest expense related to the beneficial conversion feature on the DIP Facility (as defined herein) and $15.0 million of
non-cash interest expense related to the DIP claim liability. See Note 3 for further details on the DIP beneficial conversion feature.
|
(2) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted debt to its respective fair value of $586.4 million at the Effective Date by $57.7 million, which represents the discount
from par value of the debt. Interest expense for the five months ended March 31, 2020 (Successor) includes discount amortization of $5.9 million. See Notes 3 and 8 for further details on the impact of fresh-start accounting on the
Company’s consolidated financial statements.
|
(3) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company wrote-off all deferred financing fees as of October 31, 2019 (Predecessor). Therefore, interest expense for the five months ended
March 31, 2020 (Successor) does not include any amortization of deferred financing fees. See Notes 3 and 8 for further details on the impact of fresh-start accounting on the Company’s consolidated financial statements.
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
Ended
March 31,
|
Seven Months
Ended
October 31,
|
|||||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
Impairment of property and equipment(1)
|
$
|
—
|
$
|
42,022
|
$
|
104,939
|
$
|
—
|
||||||||
Impairment of inventories
|
—
|
—
|
9,276
|
5,717
|
||||||||||||
Impairment of investment in unconsolidated affiliates
|
9,591
|
2,575
|
—
|
85,683
|
||||||||||||
Impairment of intangibles
|
—
|
—
|
3,005
|
—
|
||||||||||||
Impairment of goodwill
|
—
|
17,504
|
—
|
—
|
||||||||||||
$
|
9,591
|
$
|
62,101
|
$
|
117,220
|
$
|
91,400
|
(1) |
Includes impairment of $42.0 million for H225 aircraft for the seven months ended October 31, 2019 (Predecessor). Includes impairment of $87.5 million for H225 aircraft and $17.5 million for Eastern Airways aircraft and equipment for
the nine months ended December 31, 2018 (Predecessor).
|
Predecessor
|
||||
Seven Months Ended
October 31, 2019 |
||||
Sale of Eastern Airways
|
$
|
(46,852
|
)
|
|
Sale of Aviashelf and Bristow Helicopters Leasing Limited
|
(9,031
|
)
|
||
$
|
(55,883
|
)
|
• |
The 8.75% Senior Secured Notes were cancelled and holders thereof received (a) payment in full in cash of any accrued and unpaid pre- and post-petition interest at the non-default contract rate (except to the extent otherwise paid as
adequate protection pursuant to the cash collateral order and not recharacterized or otherwise avoided but not including any make-whole or prepayment premium), (b) after giving effect to the payment in clause (a), cash in an amount equal
to 97% of such holder’s allowed claims in respect of the 8.75% Senior Secured Notes and (c) rights to participate in the Rights Offering (as defined below).
|
• |
The Company’s 6¼% Senior Notes due 2022 (the “6¼% Senior Notes”) and 4½% Convertible Senior Notes due 2023 (the “4½% Convertible Senior Notes” and, together with the 6¼% Senior Notes, the “Unsecured Notes”), together with the
associated indentures (the “Unsecured Notes Claims”), were cancelled and a holder of allowed claims in respect of Unsecured Notes Claims received (a) if such holder was a 4(a)(2) Eligible Holder (as defined in the Plan), its pro rata
share of (x) an unsecured equity pool and (y) rights to participate in the Rights Offering, (b) if such holder was not a 4(a)(2) Eligible Holder, either (x) its pro rata share of an unsecured equity pool and rights to participate in the
Rights Offering or (y) its pro rata share of the GUC Cash Distribution Amount (as defined in the Plan).
|
• |
The Predecessor Company’s financing facility (the “DIP Facility”) under the DIP Credit Agreement (as defined below) was refinanced and replaced with the Term Loan Agreement (as defined below), which was subsequently amended and
extended (refer to Note 8 for credit agreement definitions and further details regarding the credit agreements).
|
• |
Claims under the DIP Facility were settled with the issuance of new common stock, par value $0.0001, of the Company, as reorganized pursuant to the Plan (the “New Common Stock”), and new preferred stock, par value $0.0001, of the
Company, as reorganized pursuant to the Plan (the “New Preferred Stock” and, together with the New Common Stock, the “New Stock”), equal to the principal and Equitization Consent Fee (as defined below). The lenders under the DIP Credit
Agreement also received a fee equal to 10% of the amount of the DIP Facility of $150 million paid in New Stock (the “Equitization Consent Fee”). In accordance with the DIP Credit Agreement, the DIP Facility matured on the Effective Date;
the principal balance and the accreted Equitization Consent Fee were converted into 3,490,010 shares of New Common Stock and 634,269 shares of New Preferred Stock.
|
• |
Trade vendor claims were paid in full or otherwise continue as impaired. General unsecured creditors were impaired and received a distribution on account of their claims in the form of New Stock or cash.
|
• |
The Predecessor Company’s common stock, par value $0.01 per share (“Predecessor Common Stock”), and all options, warrants, rights, restricted stock units or other securities or agreements to acquire Predecessor Common Stock, were
cancelled as of the Effective Date.
|
• |
The Company amended and restated its certificate of incorporation and its bylaws.
|
• |
The Company appointed new members to the Successor Company’s board of directors to replace directors of the Predecessor Company.
|
• |
The Predecessor’s equity award agreements under prior incentive plans, and the awards granted pursuant thereto, were extinguished, canceled and discharged.
|
• |
The Compensation Committee of the Board of Directors of the Company (the “Board”) authorized the MIP (as defined below) which granted awards in New Stock.
|
• |
A $385 million Rights Offering was issued for new equity of the Successor. Pursuant to the Rights Offering, eligible participants purchased their pro rata share of 58.22% of the total number of shares of New Stock issued (except for
the New Stock issued under the MIP). The Rights Offering was backstopped by certain parties for a commitment premium that was paid with an additional 5.83% of the New Stock (except for the New Stock issued under the MIP), or 1,059,211
shares of New Preferred Stock.
|
• |
The Company issued:
|
• |
approximately 1,300,000 shares of New Common Stock to holders of the 8.75% Senior Secured Notes;
|
• |
approximately 9,900,000 shares of New Common Stock to holders of the Unsecured Notes and holders of General Unsecured Claims (as defined in the Plan);
|
• |
approximately 900,000 shares of New Preferred Stock to holders of the 8.75% Senior Secured Notes; and
|
• |
approximately 5,900,000 shares of New Preferred Stock to holders of the Unsecured Notes.
|
Enterprise Value
|
$
|
1,250
|
||
Plus: Cash, cash equivalents and restricted cash
|
251
|
|||
Less: Fair value of debt
|
(586
|
)
|
||
Total Implied Equity
|
915
|
|||
Less: Successor Preferred Stock (1)
|
(619
|
)
|
||
Implied value of Successor Common Stock (2)
|
$
|
296
|
(1) |
At emergence, $470 million share settled redemption feature embedded derivative was bifurcated from issued Successor Preferred Stock and reclassified to preferred stock embedded derivative on the consolidated balance sheet. See Note 9
for further information.
|
(2) |
Difference between $294.7 million shown on the October 31, 2019 consolidated balance sheet is a result of rounding.
|
Enterprise Value
|
$
|
1,250
|
||
Plus: Cash, cash equivalents and restricted cash
|
251
|
|||
Plus: Current Liabilities and other, noninterest bearing
|
209
|
|||
Plus: Other Long-term Liabilities, noninterest bearing (including Deferred Tax Liability)
|
409
|
|||
Total Reorganization Value
|
$ |
2,119
|
As of October 31, 2019
|
||||||||||||||||||||||||
Current assets:
|
Predecessor
Company |
Reorganization
Adjustments |
Fresh-Start
Adjustments |
Successor
Company |
||||||||||||||||||||
Cash and cash equivalents
|
$
|
139,278
|
$
|
62,801
|
(1
|
)
|
$
|
—
|
$
|
202,079
|
||||||||||||||
Restricted cash
|
23,761
|
24,686
|
(2
|
)
|
—
|
48,447
|
||||||||||||||||||
Accounts receivable from non-affiliates
|
201,950
|
(3,034
|
)
|
(3
|
)
|
—
|
198,916
|
|||||||||||||||||
Accounts receivable from affiliates
|
15,926
|
—
|
(1,298
|
)
|
(12
|
)
|
14,628
|
|||||||||||||||||
Inventories
|
116,926
|
—
|
(35,766
|
)
|
(13
|
)
|
81,160
|
|||||||||||||||||
Prepaid expenses and other current assets
|
47,283
|
(3,322
|
)
|
(4
|
)
|
(13,415
|
)
|
(14
|
)
|
30,546
|
||||||||||||||
Total current assets
|
545,124
|
81,131
|
(50,479
|
)
|
575,776
|
|||||||||||||||||||
Investment in unconsolidated affiliates
|
112,932
|
—
|
7,039
|
(15
|
)
|
119,971
|
||||||||||||||||||
Property and equipment – at cost:
|
||||||||||||||||||||||||
Land and buildings
|
238,967
|
—
|
(74,225
|
)
|
(16
|
)
|
164,742
|
|||||||||||||||||
Aircraft and equipment
|
2,432,045
|
—
|
(1,665,136
|
)
|
(17
|
)
|
766,909
|
|||||||||||||||||
2,671,012
|
— |
(1,739,361
|
)
|
931,651
|
||||||||||||||||||||
Less – Accumulated depreciation and amortization
|
(970,731
|
)
|
—
|
970,731
|
(18
|
)
|
—
|
|||||||||||||||||
1,700,281
|
—
|
(768,630
|
)
|
931,651
|
||||||||||||||||||||
Right-of-use assets
|
325,764
|
—
|
3,263
|
(19
|
)
|
329,027
|
||||||||||||||||||
Other assets
|
91,179
|
213
|
70,897
|
(20
|
)
|
162,289
|
||||||||||||||||||
Total assets
|
$
|
2,775,280
|
$
|
81,344
|
$
|
(737,910
|
)
|
$
|
2,118,714
|
|||||||||||||||
Current liabilities:
|
||||||||||||||||||||||||
Accounts payable
|
$
|
74,170
|
$
|
10,448
|
(5
|
)
|
$
|
(2,377
|
)
|
(21
|
)
|
$
|
82,241
|
|||||||||||
Accrued wages, benefits and related taxes
|
40,657
|
—
|
—
|
40,657
|
||||||||||||||||||||
Income taxes payable
|
2,988
|
—
|
—
|
2,988
|
||||||||||||||||||||
Other accrued taxes
|
8,223
|
—
|
—
|
8,223
|
||||||||||||||||||||
Deferred revenue
|
9,187
|
—
|
(321
|
)
|
(22
|
)
|
8,866
|
|||||||||||||||||
Accrued maintenance and repairs
|
31,303
|
—
|
—
|
31,303
|
||||||||||||||||||||
Accrued interest
|
21,213
|
(20,111
|
)
|
(6
|
)
|
—
|
1,102
|
|||||||||||||||||
Current portion of operating lease liabilities
|
83,008
|
—
|
(8,497
|
)
|
(23
|
)
|
74,511
|
|||||||||||||||||
Other accrued liabilities
|
50,070
|
(15,417
|
)
|
(7
|
)
|
(718
|
)
|
(24
|
)
|
33,935
|
||||||||||||||
Short-term borrowings and current maturities of long-term debt
|
955,009
|
(926,556
|
)
|
(8
|
)
|
8,627
|
(25
|
)
|
37,080
|
|||||||||||||||
Total current liabilities
|
1,275,828
|
(951,636
|
)
|
(3,286
|
)
|
320,906
|
||||||||||||||||||
Long-term debt, less current maturities
|
75,167
|
525,301
|
(51,186
|
)
|
(25
|
)
|
549,282
|
|||||||||||||||||
Accrued pension liabilities
|
18,623
|
—
|
14,891
|
(26
|
)
|
33,514
|
||||||||||||||||||
Preferred stock embedded derivative
|
—
|
470,322
|
(10
|
)
|
—
|
470,322
|
||||||||||||||||||
Other liabilities and deferred credits
|
7,701
|
—
|
(3,110
|
)
|
(27
|
)
|
4,591
|
|||||||||||||||||
Deferred taxes
|
54,009
|
93,245
|
(28
|
)
|
(104,025
|
)
|
(28
|
)
|
43,229
|
|||||||||||||||
Long-term operating lease liabilities
|
244,566
|
—
|
9,139
|
(23
|
)
|
253,705
|
||||||||||||||||||
Total liabilities not subject to compromise
|
1,675,894
|
137,232
|
(137,577
|
)
|
1,675,549
|
|||||||||||||||||||
Liabilities subject to compromise
|
624,867
|
(624,867
|
)
|
(9
|
)
|
—
|
—
|
|||||||||||||||||
Total liabilities
|
2,300,761
|
(487,635
|
)
|
(137,577
|
)
|
1,675,549
|
||||||||||||||||||
Commitments and contingencies (Note 11)
|
||||||||||||||||||||||||
Mezzanine equity:
|
||||||||||||||||||||||||
Preferred stock
|
—
|
148,599
|
(10
|
)
|
—
|
148,599
|
||||||||||||||||||
Stockholders’ investment:
|
—
|
|||||||||||||||||||||||
Predecessor common stock, $.01 par value
|
386
|
(386
|
)
|
(11
|
)
|
—
|
—
|
|||||||||||||||||
Predecessor additional paid-in capital
|
920,761
|
(920,761
|
)
|
(11
|
)
|
—
|
—
|
|||||||||||||||||
Predecessor retained earnings
|
52,136
|
524,687
|
(11
|
)
|
(576,823
|
)
|
(30
|
)
|
—
|
|||||||||||||||
Predecessor accumulated other comprehensive loss
|
(314,439
|
)
|
337,373
|
(11
|
)
|
(22,934
|
)
|
(30
|
)
|
—
|
||||||||||||||
Predecessor Treasury shares
|
(184,796
|
)
|
184,796
|
(11
|
)
|
—
|
—
|
|||||||||||||||||
Successor Common stock
|
—
|
1
|
(10
|
)
|
—
|
1
|
||||||||||||||||||
Successor Additional paid-in capital
|
—
|
294,670
|
(10
|
)
|
—
|
294,670
|
||||||||||||||||||
Total Bristow Group stockholders’ investment
|
474,048
|
420,380
|
(599,757
|
)
|
294,671
|
|||||||||||||||||||
Noncontrolling interests
|
471
|
—
|
(576
|
)
|
(29
|
)
|
(105
|
)
|
||||||||||||||||
Total stockholders’ investment
|
474,519
|
420,380
|
(600,333
|
)
|
294,566
|
|||||||||||||||||||
Total liabilities, mezzanine equity and stockholders’ investment
|
$
|
2,775,280
|
$
|
81,344
|
$
|
(737,910
|
)
|
$
|
2,118,714
|
(1) |
The table below details cash payments as of October 31, 2019, pursuant to the terms of the Plan described in Note 2 (in thousands):
|
Equity Rights Offering Proceeds
|
$
|
385,000
|
||
Release of funds from Restricted Cash
|
6,972
|
|||
Payments to 8.75% Senior Secured Notes due 2023 for principal and interest
|
(270,939
|
)
|
||
Payment of DIP interest
|
(1,098
|
)
|
||
Payments for 2019 Term Loan Amendment Fee
|
(563
|
)
|
||
Reserve for Professional Fee Escrow
|
(30,669
|
)
|
||
Payment of Unsecured 4(a)(2) Cash Pool Funding
|
(7,000
|
)
|
||
Payments for Transaction Expenses
|
(11,867
|
)
|
||
Payments to Indenture Trustee
|
(989
|
)
|
||
Payment of Executive Key Employee Incentive Plan
|
(3,432
|
)
|
||
Payments for Prepetition Trade Cures
|
(2,614
|
)
|
||
Total
|
$
|
62,801
|
(2) |
Represents the Reserve for Professional Fee Escrow of $30.7 million plus the remainder of the Disputed Claims Cash Reserve under the Plan of $0.9 million offset by a $6.9 million release of restricted cash related to the DIP Facility.
|
(3) |
Represents the write-off of the value added tax receivable in relation to the rejected aircraft purchase contract with Airbus Helicopters S.A.S. (“Airbus”) for 22 large aircraft in October 2019.
|
(4) |
Represents the write-off of the prepaid asset related to the Predecessor’s directors and officers tail coverage insurance policy.
|
(5) |
Represents the accrual for success fees of $14.0 million, partially offset by trade cure payments of $2.6 million and other miscellaneous accruals of $0.9 million.
|
(6) |
Represents the settlement of the DIP Facility accrued interest of $16.1 million and the 8.75% Senior Secured Notes accrued interest of $4.0 million.
|
(7) |
Represents reversal of the $19.3 million Backstop Obligation Reserve plus $0.3 million miscellaneous adjustments, partially offset by accrual for ABL Facility (as defined herein) fees of $2.2 million and a reclassification of the
deferred compensation plan of $2.0 million.
|
(8) |
The table below reflects the settlement and write-off of the short-term debt and current maturities (in thousands):
|
Settlement of the 8.75% Senior Secured Notes due 2023
|
$
|
275,182
|
||
Settlement of DIP Facility
|
150,000
|
|||
Settlement of remaining 8.75% Senior Secured Notes due 2023 (1)
|
(8,255
|
)
|
||
Write-off of unamortized discount on the 8.75% Senior Secured Notes due 2023
|
1,641
|
|||
Reinstated Milestone Omnibus Agreement
|
(17,313
|
)
|
||
Reclassification from short-term borrowings and current maturities of long-term debt to long-term debt, less current maturities
|
525,301
|
|||
$
|
926,556
|
(1) |
Represents the difference between the amount outstanding on the 8.75% Senior Secured Notes and the cash paid to settle the 8.75% Senior Secured Notes.
|
(9) |
Liabilities subject to compromise consisted of the following (in thousands):
|
6¼% Senior Notes due 2022 principal and accrued interest (1)
|
$
|
415,894
|
||
4½% Convertible Senior Notes due 2023 principal and accrued interest (2)
|
146,627
|
|||
Accrued lease termination costs (3)
|
43,049
|
|||
Milestone Omnibus Agreement (4)
|
17,313
|
|||
Deferred compensation plan
|
1,984
|
|||
Liabilities subject to compromise
|
$
|
624,867
|
(1) |
Includes $401.5 million of principal and $14.4 million of interest accrued through May 11, 2019.
|
(2) |
Includes $143.8 million of principal and $2.9 million of interest accrued through May 11, 2019.
|
(3) |
Relates to ten aircraft leases rejected in June 2019, including nine S-76C+s and one S-76D.
|
(4) |
Includes costs related to the return of four leased H225s on May 6, 2019 and includes lease termination costs, deferred lease costs previously included as short-term debt on the consolidated balance sheet and additional lease return
costs.
|
(10) |
Represents the discharge of debt through the issuance of New Stock. Pursuant to the Plan, Class 4 (Secured Notes Claim holders), Class 8 (Unsecured Notes Claim holders), and Class 12 (General Unsecured Claim holders) received cash and
subscription rights to the New Stock issued pursuant to the Rights Offering in full satisfaction and settlement of claims. Any subscription right not exercised by these parties was purchased by the Commitment Parties. Further, Class 8 and
Class 12 received New Stock as part of the Unsecured Equity Pool and DIP claim holders received New Stock in full satisfaction and settlement of DIP claims. The following is the calculation of the total pre-tax gain and corresponding
impact on additional paid-in capital (“APIC”) on the discharge of debt (in thousands):
|
Liabilities subject to compromise (see footnote above for further details)
|
$
|
624,867
|
||
Less amounts reinstated:
|
||||
Milestone Omnibus Agreement
|
(17,313
|
)
|
||
Deferred Compensation Plan
|
(1,984
|
)
|
||
Total liabilities subject to compromise settled at emergence
|
605,570
|
|||
Plus 8.75% Senior Secured Notes due 2023
|
275,182
|
|||
Plus proceeds from Rights Offering
|
385,000
|
|||
Shares issued to participants in Rights Offering and to compromised creditor classes:
|
||||
Equity issued pursuant to Rights Offering and Unsecured Equity Pool (1)
|
(727,139
|
)
|
||
Less cash paid to settle claims:
|
||||
Cash paid out (2)
|
(273,022
|
)
|
||
Total pre-tax gain
|
$
|
265,591
|
||
Settlement of DIP Claims through issuance of New Stock
|
||||
DIP Claims plus interest accrued
|
165,000
|
|||
DIP Equitization Allocation New Stock plus Consent Fee (1)
|
(186,453
|
)
|
||
APIC Predecessor (3)
|
$
|
(21,453
|
)
|
(1) |
Successor Equity Issued
|
(2) |
The cash paid was used to settle 97% of the 8.75% Senior Secured Notes principal balance (Class 4) and the payments made to Unsecured Notes Claim holders (Class 8) and General Unsecured Claim holders (Class 12).
|
(3) |
Pursuant to the DIP Credit Agreement, the DIP claims and the Equitization Consent Fee were settled with New Stock. The difference between the “DIP claims plus accrued interest” and “DIP Equitization Allocation New Stock plus Consent
Fee” does not flow through the income statement but is a direct adjustment to the Predecessor APIC.
|
Successor New Stock
|
||||
Equity Issued pursuant to Rights Offering
|
||||
Common Stock, $.01 par value (b)
|
$
|
1
|
||
Preferred Stock Mezzanine Equity (a)
|
523,973
|
|||
Additional paid in capital (c)
|
153,897
|
|||
Equity Issued Unsecured Equity Pool
|
||||
Common Stock, $.01 par value (b)
|
—
|
|||
Additional paid in capital (c)
|
49,268
|
|||
Total New Stock issued to participants in Rights Offering and to compromised creditor classes
|
$
|
727,139
|
||
New Stock Issued for settlement of DIP Claims
|
||||
Common Stock, $.01 par value (b)
|
—
|
|||
Preferred Stock Mezzanine Equity (a)
|
94,948
|
|||
Additional Paid in Capital (c)
|
91,505
|
|||
Total New Stock issued for settlement of DIP Claims
|
$
|
186,453
|
||
Total New Stock Issued
|
913,592
|
|||
(a) Total Preferred Stock Mezzanine Equity
|
618,921
|
|||
(b) Total Common Stock par value
|
1
|
|||
(c) Total Additional Paid in Capital
|
294,670
|
|||
New Preferred Stock
|
618,921
|
|||
Less: Share-settled Redemption Feature Embedded Derivative
|
(470,322
|
)
|
||
Total Equity at Emergence
|
$
|
148,599
|
(11) |
Represents the cancellation of the Predecessor common stock and related components of the Predecessor equity.
|
(12) |
Represents the adjustments to accounts receivable from affiliate caused by the write-off of revenue previously being straight-lined for which the Company has no future performance obligations.
|
(13) |
Represents the valuation adjustments applied to the Company’s inventory, which consists of aircraft parts, kit parts, work in process and fuel. The fair value of the inventory was estimated using the cost approach.
|
(14) |
Represents the write-off of the Predecessor’s unamortized debt issuance costs as of October 31, 2019 as well as the adjustment to prepaid rent resulting from the change in the Company’s fair value of leases. See footnotes 19 and 25 for
further details. This balance also represents the fair value adjustment of the Company’s short-term portion of contract acquisition and pre-operating costs by $8.8 million to its fair value of zero at the Effective Date.
|
(15) |
Represents the valuation adjustments to the Company’s equity method investments in Cougar and Líder, and cost method investment in PAS to fair value. The fair value for the unconsolidated investments was based on a combination of the
income approach and the market approach. The income approach includes consideration of a market participant discount rate and cash flow projections prepared by their management. The Guideline Public Company Method relies on valuation
multiples from reasonably similar Guideline Public Companies.
|
(16) |
Represents the fair value adjustment to the Company’s land and buildings. The fair value was determined using the direct valuation method of the cost approach of certain owned properties with all other owned properties and related site
improvements valued using the indirect method of the cost approach. Concurrently, the income approach and market approach were considered in the context of the Company’s economic obsolescence analysis as part of the application of the
cost approach.
|
(17) |
Represents the valuation adjustment to the Company’s aircraft and equipment fair value. The cost approach was the primary valuation method utilized to determine fair value. Concurrently, the income approach was considered in the
context of the Company’s economic obsolescence analysis as part of the application of the cost approach. Certain assets, specifically those aircraft classified as held for sale as of December 31, 2019 (Successor), were valued utilizing
the market approach, based on preliminary sales offers for those assets. The key assumptions used were market conditions and third party market data, locational considerations and aircraft interchangeability, asset age, current flight
hours and operational status and earning potential of the overall business.
|
(18) |
Represents the elimination of the Predecessor’s accumulated depreciation in accordance with fresh-start accounting requirements and revaluation of the corresponding assets described in footnotes 16 and 17 above.
|
(19) |
Reflects the valuation adjustments to the Company’s ROU assets based on the recalculated operating lease liabilities adjusted for the fair value of any favorable or unfavorable lease term.
|
(20) |
Primarily reflects the valuation adjustments to intangible assets and deferred tax asset. The Company’s intangible assets consist of PBH contracts, in which aircraft maintenance is covered by the manufacturer in exchange for a fee per
flight hour, and a U.K. SAR customer contract. The fair value of the PBH contracts was determined using a cost approach in which the estimated prior accrued payments were discounted using the weighted average cost of capital for each
business over the vendor’s remaining non-cancelable term of the contract. The fair value of the PBH contracts related to non-UK aircraft was further reduced based on the economic obsolescence rate applied to the corresponding aircraft.
The U.K. SAR customer contract was fair valued using the multi-period excess earnings method of the income approach.
|
(21) |
Primarily reflects the write-off of short-term portion of contract acquisition and pre-operating costs related to two customer contracts in Norway of $2.2 million and various other miscellaneous costs of $0.2 million.
|
(22) |
Reflects the write-off of deferred revenue related to contracts in which the Company was no longer obligated to provide future services.
|
(23) |
Reflects the adjustment to the Company’s lease assumptions (i.e. discount rate) to record its lease obligations as of the Effective Date and the corresponding adjustment to its short-term lease liability. To estimate the market rent,
comparable closed leases and current lease listing were analyzed. Market rent growth was based on published survey data.
|
(24) |
Primarily reflects the write-off of long-term portion of contract acquisition and pre-operating costs related to two customer contracts in Norway.
|
(25) |
Reflects the valuation adjustments to the Lombard Debt, Macquarie Debt, PK Air Debt and Airnorth Debt (each as defined herein). The fair value for these debt instruments was determined by considering the future cash flows of the
instruments based on the contractual interest rates and then discounted back to Day 1, based on the implied market yield and the Company’s credit rating as of the Effective Date. When fair valuing the debt, credit spreads, a term-matched
risk-free rate associated with each payment based on interpolating the U.S. Constant Maturity Treasury Curve, yield volatility (ranging from 30% to 35%) and call schedule (ranging from 100.25% to 103.5%) were utilized. All of the
Predecessor’s unamortized debt issuance costs of $15.2 million were written off as of October 31, 2019. Refer to Note 8 for definitions of and further information regarding debt instruments.
|
(26) |
Reflects the valuation adjustment to the Company’s pension liabilities. The fair value was determined by updating the pension plan assumptions and calculations as of the Effective Date.
|
(27) |
Represents the write-off of long-term deferred revenue as no performance obligations remained for the Successor.
|
(28) |
Represents the adjustments to deferred tax liability.
|
(29) |
Reflects the portion of the valuation adjustments to land, buildings and equipment applicable to noncontrolling interest.
|
(30) |
Represents the cumulative impact of the fresh-start accounting adjustments discussed above and the cancellation of the Predecessor’s retained earnings and accumulated other comprehensive loss.
|
Successor
|
Predecessor
|
|||||||
Five Months Ended
March 31, 2020
|
Seven Months Ended
October 31, 2019
|
|||||||
Gain on settlement of liabilities subject to compromise
|
$
|
—
|
$
|
265,591
|
||||
Fresh-start accounting adjustments
|
—
|
(686,116
|
)
|
|||||
Reorganization professional fees and other
|
(7,232
|
)
|
(197,448
|
)
|
||||
Loss on reorganization items
|
$
|
(7,232
|
)
|
$
|
(617,973
|
)
|
Successor
|
Predecessor
|
|||||||||||
Five Months
Ended |
Seven Months
EndedOctober 31,
2019 |
|
||||||||||
Fiscal Year Ended
March 31,
|
||||||||||||
2019
|
||||||||||||
Revenue: | ||||||||||||
Operating revenue from non-affiliates |
$
|
443,716
|
$
|
691,360
|
$
|
1,239,117
|
||||||
Operating revenue from affiliates
|
8,413
|
12,015
|
23,099
|
|||||||||
Reimbursable revenue from non-affiliates
|
18,038
|
34,304
|
61,755
|
|||||||||
Revenue from Contracts with Customers
|
470,167
|
737,679
|
1,323,971
|
|||||||||
Other revenue from non-affiliates
|
686
|
945
|
20,412
|
|||||||||
Other revenue from affiliates
|
14,910
|
18,599
|
25,279
|
|||||||||
Total Revenue
|
$
|
485,763
|
$
|
757,223
|
$
|
1,369,662
|
Remaining Performance Obligations (Successor)
|
||||||||||||||||||||||||
Fiscal Year Ending March 31,
|
||||||||||||||||||||||||
2021
|
2022
|
2023
|
2024
|
2025 and
thereafter
|
Total
|
|||||||||||||||||||
Outstanding Service Revenue:
|
||||||||||||||||||||||||
Helicopter contracts
|
$
|
365,809
|
$
|
186,528
|
$
|
177,716
|
$
|
133,455
|
$
|
136,239
|
$
|
999,747
|
||||||||||||
Fixed-wing contracts
|
1,080
|
—
|
—
|
—
|
—
|
1,080
|
||||||||||||||||||
Total remaining performance obligation revenue
|
$
|
366,889
|
$
|
186,528
|
$
|
177,716
|
$
|
133,455
|
$
|
136,239
|
$
|
1,000,827
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
EndedMarch 31,
2020 |
Seven Months
Ended |
|
||||||||||||||
|
||||||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||||||
2019
|
2018
|
|||||||||||||||
Balance – beginning of fiscal year
|
$
|
1,332
|
$
|
1,253
|
$
|
1,358
|
$
|
1,226
|
||||||||
Payments to noncontrolling interest shareholders
|
—
|
(37
|
)
|
(54
|
)
|
(49
|
)
|
|||||||||
Noncontrolling interest expense
|
21
|
31
|
55
|
50
|
||||||||||||
Currency translation
|
(62
|
)
|
85
|
(106
|
)
|
131
|
||||||||||
Balance – end of fiscal year
|
$
|
1,291
|
$
|
1,332
|
$
|
1,253
|
$
|
1,358
|
Successor
|
Predecessor
|
|||||||
March 31, 2020
|
March 31, 2019
|
|||||||
Assets
|
||||||||
Cash and cash equivalents
|
$
|
110,385
|
$
|
83,499
|
||||
Restricted cash
|
1,686
|
—
|
||||||
Accounts receivable
|
297,962
|
307,864
|
||||||
Inventories
|
55,166
|
85,977
|
||||||
Prepaid expenses and other current assets
|
27,851
|
36,646
|
||||||
Total current assets
|
493,050
|
513,986
|
||||||
Investment in unconsolidated affiliates
|
575
|
3,087
|
||||||
Property and equipment, net
|
285,142
|
281,944
|
||||||
Right-of-use assets
|
54,333
|
—
|
||||||
Goodwill
|
—
|
18,436
|
||||||
Other assets
|
196,996
|
229,902
|
||||||
Total assets
|
$
|
1,030,096
|
$
|
1,047,355
|
||||
Liabilities
|
||||||||
Accounts payable
|
$
|
497,867
|
$
|
442,187
|
||||
Accrued liabilities
|
91,220
|
113,905
|
||||||
Accrued interest
|
2,697,878
|
2,399,704
|
||||||
Current maturities of long-term debt
|
7,904
|
85,287
|
||||||
Total current liabilities
|
3,294,869
|
3,041,083
|
||||||
Long-term debt, less current maturities
|
441,665
|
384,369
|
||||||
Accrued pension liabilities
|
17,855
|
25,726
|
||||||
Other liabilities and deferred credits
|
—
|
4,810
|
||||||
Deferred taxes
|
—
|
37,063
|
||||||
Long-term operating lease liabilities
|
38,228
|
—
|
||||||
Total liabilities
|
$
|
3,792,617
|
$
|
3,493,051
|
Successor
|
Predecessor
|
|||||||||||||||
|
Five Months
Ended
March 31,
2020
|
|
|
Seven Months
Ended
October 31,
2019
|
|
|||||||||||
Fiscal Year Ended March 31,
|
||||||||||||||||
2019
|
2018
|
|||||||||||||||
Revenue
|
$
|
413,885
|
$
|
663,047
|
$
|
1,221,344
|
$
|
1,241,223
|
||||||||
Operating loss
|
(14,083
|
)
|
45,505
|
(41,148
|
)
|
(65,254
|
)
|
|||||||||
Net loss
|
(166,698
|
)
|
(193,867
|
)
|
(347,056
|
)
|
(322,752
|
)
|
Predecessor
|
||||
Balance as of March 31, 2017
|
6,886
|
|||
Noncontrolling interest expense
|
(4,093
|
)
|
||
Currency translation
|
4,163
|
|||
Acquisition of remaining 40% of Eastern Airways
|
(6,121
|
)
|
||
Reclassification to noncontrolling interest
|
(835
|
)
|
||
Balance as of March 31, 2018
|
$
|
—
|
Successor
|
Predecessor
|
Successor
|
Predecessor
|
|||||||||||||
March 31, 2020
|
March 31, 2019
|
March 31, 2020
|
March 31, 2019
|
|||||||||||||
Cost Method:
|
||||||||||||||||
PAS
|
25
|
%
|
25
|
%
|
$
|
33,000
|
$
|
6,286
|
||||||||
Equity Method:
|
||||||||||||||||
Cougar (1)
|
40
|
%
|
40
|
%
|
54,483
|
58,047
|
||||||||||
Líder (1)
|
41.9
|
%
|
41.9
|
%
|
22,000
|
50,784
|
||||||||||
Other
|
575
|
3,086
|
||||||||||||||
Total
|
$
|
110,058
|
$
|
118,203
|
(1) |
The Company had a 25% voting interest in Cougar and an approximate 20% voting interest in Líder as of March 31, 2020 (Successor) and March 31, 2019 (Predecessor).
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
Ended2020
|
Seven Months
Ended2019
|
|||||||||||||||
|
||||||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||||||
2019
|
2018
|
|||||||||||||||
Dividends from entities accounted for under the cost method:
|
||||||||||||||||
PAS
|
$
|
2,968
|
$
|
—
|
$
|
2,518
|
$
|
2,518
|
||||||||
Earnings, net of losses, from entities accounted for under the equity method:
|
||||||||||||||||
Cougar
|
3,593
|
6,538
|
4,100
|
9,084
|
||||||||||||
Líder
|
453
|
(438
|
)
|
(2,059
|
)
|
7,179
|
||||||||||
Other
|
248
|
489
|
(242
|
)
|
(82
|
)
|
||||||||||
4,294
|
6,589
|
1,799
|
16,181
|
|||||||||||||
Total
|
$
|
7,262
|
$
|
6,589
|
$
|
4,317
|
$
|
18,699
|
Successor
|
Predecessor
|
|||||||
March 31, 2020
|
March 31, 2019
|
|||||||
Current assets
|
$
|
144,603
|
$
|
152,438
|
||||
Non-current assets
|
254,807
|
274,401
|
||||||
Total assets
|
$
|
399,410
|
$
|
426,839
|
||||
Current liabilities
|
$
|
97,689
|
$
|
106,658
|
||||
Non-current liabilities
|
141,936
|
160,082
|
||||||
Equity
|
159,785
|
160,099
|
||||||
Total liabilities and equity
|
$
|
399,410
|
$
|
426,839
|
Successor
|
Predecessor
|
|||||||||||||||
|
Five Months
Ended
March 31,
|
|
|
Seven Months
Ended
October 31,
|
|
|
||||||||||
|
||||||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||||||
|
||||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
Revenue
|
$
|
37,303
|
$
|
158,823
|
$
|
254,617
|
$
|
298,731
|
||||||||
Gross profit
|
$
|
8,153
|
$
|
13,034
|
$
|
47,894
|
$
|
46,717
|
||||||||
Net income
|
$
|
2,989
|
$
|
5,684
|
$
|
(7,115
|
)
|
$
|
13,285
|
Successor
|
Predecessor
|
||||||||||||||||
Five Months
Ended
March 31,
2020
|
Seven Months
Ended
October 31,
2019
|
||||||||||||||||
|
|||||||||||||||||
Fiscal Year Ended March 31,
|
|||||||||||||||||
2019
|
2018
|
||||||||||||||||
Number of aircraft delivered:
|
|||||||||||||||||
Medium (1)
|
—
|
—
|
1
|
5
|
|||||||||||||
SAR aircraft
|
2
|
2
|
—
|
—
|
|||||||||||||
Total aircraft
|
2
|
2
|
1
|
5
|
|||||||||||||
Capital expenditures (in thousands):
|
|||||||||||||||||
Aircraft and related equipment (2)
|
$
|
35,767
|
$
|
38,386
|
$
|
35,315
|
$
|
32,418
|
|||||||||
Other
|
348
|
3,188
|
5,587
|
13,869
|
|||||||||||||
Total capital expenditures
|
$
|
36,115
|
$
|
41,574
|
$
|
40,902
|
$
|
46,287
|
(1) |
During fiscal year 2019, the Company purchased an aircraft that was not on order that was previously leased.
|
(2) |
During the seven months ended October 31, 2019 (Predecessor), the Company took delivery of two U.K. SAR configured AW189 and during the five months ended March 31, 2020 (Successor), the Company took delivery of an additional two U.K.
SAR configured AW189. During fiscal year 2019, the Company did not make any progress payments for aircraft to be delivered in future periods. During fiscal year 2018 (Predecessor), the Company spent $2.3 million on progress payments for
aircraft to be delivered in future periods.
|
Successor
|
Predecessor
|
|||||||||||||||
|
Five Months
Ended
March 31,
2020
|
|
|
Seven Months
Ended
October 31,
2019
|
||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||||||
2019
|
2018
|
|||||||||||||||
(In thousands, except for
number of aircraft)
|
||||||||||||||||
Number of aircraft sold or disposed of
|
5
|
3
|
8
|
11
|
||||||||||||
Proceeds from sale or disposal of assets
|
$
|
13,845
|
$
|
5,314
|
$
|
13,813
|
$
|
48,740
|
||||||||
Deposits on assets held for sale
|
$
|
4,500
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
Loss from sale or disposal of assets (1)
|
$
|
451
|
$
|
3,768
|
$
|
4,995
|
$
|
1,742
|
||||||||
|
||||||||||||||||
Number of aircraft impaired
|
—
|
14
|
5
|
8
|
||||||||||||
Impairment charges on aircraft held for sale (1) (2)
|
$
|
—
|
$
|
—
|
$
|
8,149
|
$
|
15,853
|
||||||||
Impairment charges on property and equipment (3)
|
$
|
—
|
$
|
42,022
|
$
|
104,939
|
$
|
—
|
||||||||
Contract termination costs (1) (4)
|
$
|
—
|
$
|
—
|
$
|
14,699
|
$
|
—
|
||||||||
Fresh-start accounting adjustment (5)
|
$
|
—
|
$
|
768,630
|
$
|
—
|
$
|
—
|
(1) |
Included in loss on disposal of assets on the consolidated statements of operations.
|
(2) |
Includes a $6.5 million impairment of the Bristow Academy disposal group for fiscal year 2018 (Predecessor).
|
(3) |
Includes $42.0 million impairment related to H225s for the seven months ended October 31, 2019 (Predecessor). Includes an $87.5 million impairment related to H225s and a $17.5 million impairment related to Eastern Airways assets for
fiscal year 2019 (Predecessor), included in loss on impairment on the consolidated statements of operations. See “Impairment of Assets” in Note 1 for further details.
|
(4) |
Includes $11.7 million of progress payments and $2.3 million of capitalized interest for an aircraft purchase contract that was terminated in fiscal year 2019 (Predecessor). Additionally, $0.5 million of progress payments and $0.2
million of capitalized interest for aircraft options were terminated in fiscal year 2019 (Predecessor). For further details, see Note 11.
|
(5) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted property and equipment by $768.6 million to its fair value of $931.7 million at the Effective Date. See Note 3 for further
details on the impact of fresh-start accounting on the Company’s consolidated financial statements.
|
•
|
In connection with the $87.5 million impairment of H225 aircraft, the Company revised its salvage values for each H225 aircraft. In accordance with accounting standards, the Company recognized the change in depreciation due to the
reduction in carrying value and revision of salvage values on a prospective basis over the remaining life of the aircraft. This resulted in an additional $3.0 million of depreciation expense during fiscal year 2019 (Predecessor) and
resulted in an increase of depreciation expense of $2.9 million for the seven months ended October 31, 2019 (Predecessor).
|
•
|
The Company revised the salvage values of certain aircraft to reflect its expectation of future sales values given its disposal plans for those aircraft. The Company recorded additional depreciation expense of $1.4 million during
fiscal year 2019 (Predecessor).
|
•
|
The Company transferred two aircraft and other properties to held for sale and reduced property and equipment by $1.5 million. In addition, the Company transferred three aircraft out of held for sale, as they were determined to no
longer meet the criteria for held for sale classification, and increased property and equipment by $8.2 million.
|
•
|
The Company transferred four aircraft to held for sale and reduced property and equipment by $9.3 million.
|
Successor
|
Predecessor
|
|||||||
March 31, 2020
|
March 31, 2019
|
|||||||
8.75% Senior Secured Notes (1)
|
$
|
—
|
$
|
347,400
|
||||
4½% Convertible Senior Notes (1)
|
—
|
112,944
|
||||||
6¼% Senior Notes (1)
|
—
|
401,535
|
||||||
Term Loan
|
61,500
|
—
|
||||||
Lombard Debt (2)
|
136,180
|
183,450
|
||||||
Macquarie Debt (2)
|
148,165
|
171,028
|
||||||
PK Air Debt (2)
|
207,326
|
212,041
|
||||||
Airnorth Debt (2)
|
7,618
|
11,058
|
||||||
Humberside Debt
|
335
|
—
|
||||||
Other Debt
|
—
|
9,168
|
||||||
Unamortized debt issuance costs (3)
|
—
|
(21,771
|
)
|
|||||
Total debt
|
561,124
|
1,426,853
|
||||||
Less short-term borrowings and current maturities of long-term debt
|
(45,739
|
)
|
(1,418,630
|
)
|
||||
Total long-term debt
|
$
|
515,385
|
$
|
8,223
|
(1) |
These notes were settled in accordance with the Plan. See Note 2 for further details.
|
(2) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted debt to its aggregate respective fair value at the Effective Date by a reduction of $57.7 million. The adjustments as of
December 31, 2019 were as follows: $30.0 million for the Lombard Debt, $11.7 million for the Macquarie Debt, $13.3 million for the PK Air Debt and $0.7 million for the Airnorth Debt.
|
(3) |
All unamortized debt issuance costs were written off as of October 31, 2019 (Predecessor).
|
• |
the Third Supplemental Indenture, dated as of October 12, 2012, to the Indenture, dated as of June 17, 2008 (the “Base Indenture”), among the Company, the guarantors named therein and Wilmington Trust, National Association, as
successor trustee to U.S. Bank National Association (“U.S. Bank”), and the Company’s 6¼% Senior Notes issued thereunder;
|
• |
the Sixth Supplemental Indenture to the Base Indenture, dated as of December 18, 2017, among the Company, the guarantors named therein and Delaware Trust Company, as successor trustee to U.S. Bank, and the Company’s 4½% Convertible
Senior Notes issued thereunder;
|
• |
the Indenture, dated as of March 6, 2018, among the Company, the guarantors named therein and U.S. Bank, as trustee and collateral agent (the “Secured Indenture”), and the Company’s 8.75% Senior Secured Notes issued thereunder;
|
• |
the PK Credit Agreement;
|
• |
the Macquarie Credit Agreement;
|
• |
the BULL Lombard Credit Agreement; and
|
• |
various aircraft operating leases and real estate leases.
|
March 31, 2019
|
||||
Equity component - net carrying value (1)
|
$
|
36,778
|
||
Debt component:
|
||||
Face amount due at maturity
|
$
|
143,750
|
||
Unamortized discount
|
(30,806
|
)
|
||
Debt component - net carrying value
|
$
|
112,944
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months Ended
March 31,
2020
|
|
Seven Months Ended
October 31,
2019
|
||||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||||||
2019
|
2018
|
|||||||||||||||
Contractual coupon interest
|
$
|
—
|
$
|
715
|
$
|
6,475
|
$
|
1,851
|
||||||||
Amortization of debt discount
|
—
|
648
|
5,547
|
1,454
|
||||||||||||
Total interest expense
|
$
|
—
|
$
|
1,363
|
$
|
12,022
|
$
|
3,305
|
Successor
|
||||
Fiscal year ending March 31
|
||||
2021
|
$
|
45,739
|
||
2022
|
47,206
|
|||
2023
|
240,693
|
|||
2024
|
153,294
|
|||
2025
|
124,852
|
|||
$
|
611,784
|
• |
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.
|
Successor | |||||||||||||||||
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Balance of
March 31, 2020
|
Balance Sheet
Classification
|
|||||||||||||
Derivative financial instrument
|
$
|
—
|
$
|
2,747
|
$
|
—
|
$
|
2,747
|
Prepaid expenses
and other current
assets
|
||||||||
Rabbi Trust investments
|
2,327
|
—
|
—
|
2,327
|
Other assets
|
||||||||||||
Total assets
|
$
|
2,327
|
$
|
2,747
|
$
|
—
|
$
|
5,074
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Balance at
March 31, 2019
|
Balance Sheet
Classification
|
|||||||||||||
Derivative financial instrument
|
$
|
—
|
$
|
1,845
|
$
|
—
|
$
|
1,845
|
Prepaid expenses
and other current
assets
|
||||||||
Rabbi Trust investments
|
2,544
|
—
|
—
|
2,544
|
Other assets
|
||||||||||||
Total assets
|
$
|
2,544
|
$
|
1,845
|
$
|
—
|
$
|
4,389
|
Significant Unobservable
Inputs (Level 3)
|
||||
Derivative financial instruments:
|
||||
Balance October 31, 2019
|
$
|
470,322
|
||
Change in fair value
|
(184,140
|
)
|
||
Balance March 31, 2020
|
$
|
286,182
|
Predecessor |
||||||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance as of March 31, 2019 |
Total Loss for Fiscal Year 2019 |
|||||||||||||||
Inventories (1) |
$ |
— |
$ |
— |
$ |
7,697 |
$ |
7,697 |
$ |
9,276 |
||||||||||
Assets held for sale (2) |
— |
— |
5,350 |
5,350 |
8,149 |
|||||||||||||||
Aircraft and equipment (1) |
— |
— |
136,338 |
136,338 |
104,939 |
|||||||||||||||
Other intangible assets (1) |
— |
— |
— |
— |
3,005 |
|||||||||||||||
Total assets |
$ |
— |
$ |
— |
$ |
149,385 |
$ |
149,385 |
$ |
125,369 |
(1) |
Fair value as of September 30, 2018.
|
(2) |
Fair value as of March 31, 2019.
|
Successor
|
Predecessor
|
|||||||||||||||
March 31, 2020 | March 31, 2019 | |||||||||||||||
Carrying
Value
|
Fair Value
|
Carrying
Value
|
Fair Value
|
|||||||||||||
8.75% Senior Secured Notes (1)(2)
|
$
|
—
|
$
|
—
|
$
|
347,400
|
$
|
252,000
|
||||||||
4½% Convertible Senior Notes (1)(3)
|
—
|
—
|
112,944
|
28,923
|
||||||||||||
6¼% Senior Notes (1)
|
—
|
—
|
401,535
|
75,288
|
||||||||||||
Term Loan
|
61,500
|
56,894
|
—
|
—
|
||||||||||||
Lombard Debt (4)
|
136,180
|
122,165
|
183,450
|
183,450
|
||||||||||||
Macquarie Debt (4)
|
148,165
|
138,133
|
171,028
|
171,028
|
||||||||||||
PK Air Debt (4)
|
207,326
|
180,290
|
212,041
|
212,041
|
||||||||||||
Airnorth Debt (4)
|
7,618
|
7,221
|
11,058
|
11,058
|
||||||||||||
Humberside Debt
|
335
|
335
|
—
|
—
|
||||||||||||
Other Debt
|
—
|
—
|
9,168
|
9,168
|
||||||||||||
$
|
561,124
|
$
|
505,038
|
$
|
1,448,624
|
$
|
942,956
|
(1) |
These debt instruments were settled in accordance with the Plan. See Note 8 for further details.
|
(2) |
The carrying value is net of unamortized discount of $2.6 million as of March 31, 2019 (Predecessor).
|
(3) |
The carrying value is net of unamortized discount of $30.8 million as of March 31, 2019 (Predecessor).
|
(4) |
In connection with the Company’s emergence from bankruptcy and the application of ASC 852, the Company adjusted debt to its respective fair value at the Effective Date by a reduction of $57.7 million. The unamortized discounts as of March
31, 2020 (Successor) were as follows: $26.4 million for the Lombard Debt, $11.1 million for the Macquarie Debt, $12.6 million for the PK Air Debt and $0.6 million for the Airnorth Debt.
|
Derivatives not designated as hedging instruments
|
Successor
Five Months Ended
March 31, 2020
Fair Value |
|||
Preferred stock embedded derivative
|
$
|
286,182
|
||
Total derivatives not designated as hedging instruments
|
$
|
286,182
|
Successor
Five Months Ended
March 31, 2020
|
||||
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of fair value are recorded
|
Change in fair value of
preferred stock derivative
liability
|
|||
Gain or (loss) on derivatives not designated as hedging instruments:
|
||||
Preferred stock embedded derivative
|
$
|
184,140
|
Derivatives
designated as
hedging
instruments
under ASC 815
|
Derivatives not
designated as
hedging
instruments
under ASC 815
|
Gross amounts
of recognized
assets and
liabilities
|
Gross amounts
offset in the
Balance Sheet
|
Net amounts of
assets and
liabilities
presented in the
Balance Sheet
|
||||||||||||||||
Prepaid expenses and other current assets
|
$
|
2,747
|
$
|
—
|
$
|
2,747
|
$
|
—
|
$
|
2,747
|
||||||||||
Net
|
$
|
2,747
|
$
|
—
|
$
|
2,747
|
$
|
—
|
$
|
2,747
|
Derivatives
designated as
hedging
instruments
under ASC 815
|
Derivatives not
designated as
hedging
instruments
under ASC 815
|
Gross amounts
of recognized
assets and
liabilities
|
Gross amounts
offset in the
Balance Sheet
|
Net amounts of
assets and
liabilities
presented in the
Balance Sheet
|
||||||||||||||||
Prepaid expenses and other current assets
|
$
|
1,845
|
$
|
—
|
$
|
1,845
|
$
|
—
|
$
|
1,845
|
||||||||||
Net
|
$
|
1,845
|
$
|
—
|
$
|
1,845
|
$
|
—
|
$
|
1,845
|
Successor |
Predecessor
|
|
|||||||
|
Five Months Ended
March 31,
2020
|
Seven Months
Ended
October 31,
2019
|
Financial statement location
|
||||||
Amount of income (loss) recognized in accumulated other comprehensive loss
|
$
|
—
|
$
|
(1,828
|
)
|
Accumulated other comprehensive loss
|
|||
|
|||||||||
Amount of income (loss) reclassified from accumulated other comprehensive loss into earnings
|
$
|
—
|
$
|
(1,146
|
)
|
Statements of operations
|
Financial statement location
|
|||||
Amount of loss recognized in accumulated other comprehensive loss
|
$
|
(506
|
)
|
Accumulated other comprehensive loss
|
|
Amount of loss reclassified from accumulated other comprehensive loss into earnings
|
$
|
(464
|
)
|
Statement of operations
|
Successor
|
Predecessor
|
|||||||||||||||||||||||||||||||
Five Months Ended
March 31,
|
Seven Months
Ended
October 31,
|
Fiscal Year Ended March 31,
|
||||||||||||||||||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||||||||||||||||||
Orders
|
Options
|
Orders
|
Options
|
Orders
|
Options
|
Orders
|
Options
|
|||||||||||||||||||||||||
Beginning of period
|
2
|
—
|
26
|
—
|
27
|
4
|
32
|
4
|
||||||||||||||||||||||||
Aircraft delivered (1)
|
(2
|
)
|
—
|
(2
|
)
|
—
|
—
|
—
|
(5
|
)
|
—
|
|||||||||||||||||||||
Aircraft rejected (2)
|
—
|
—
|
(22
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Cancelled order (3)
|
—
|
—
|
—
|
—
|
(1
|
)
|
—
|
—
|
—
|
|||||||||||||||||||||||
Expired options
|
—
|
—
|
—
|
—
|
—
|
(4
|
)
|
—
|
—
|
|||||||||||||||||||||||
End of period
|
—
|
—
|
2
|
—
|
26
|
—
|
27
|
4
|
(1) |
On July 25, 2019 (Predecessor), the Company entered into an amendment to its agreement for the purchase of four AW189 U.K. SAR configuration helicopters. Pursuant to the amendment, the parties mutually agreed to postpone the delivery dates
for three helicopters to the second half of fiscal year 2020 and the first quarter of fiscal year 2021. The postponement in deliveries resulted in deferral of approximately $14.4 million in capital expenditures scheduled for fiscal years 2020
into fiscal year 2021. One of the four AW189s was purchased in August 2019, one was purchased in October 2019 and two were purchased ahead of schedule in December 2019.
|
(2) |
In October 2019 (Predecessor), the Bankruptcy Court approved the Company’s agreement with Airbus to reject its aircraft purchase contract for 22 large aircraft.
|
(3) |
In December 2018 (Predecessor), a large aircraft order was terminated and the Company recorded contract termination costs of $14.0 million included in loss on disposal of assets on its consolidated statements of operations for amounts
previously included in construction in progress on its consolidated balance sheets.
|
Successor
|
|||||
End of Lease Term
|
Number of Aircraft
|
||||
Fiscal year 2021 to fiscal year 2022
|
17
|
||||
Fiscal year 2023 to fiscal year 2026
|
29
|
||||
46
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
Ended
March 31,
2020
|
Seven Months
Ended
October 31,
2019
|
Fiscal Year Ended March 31,
|
||||||||||||||
2019
|
2018
|
|||||||||||||||
Rent expense under all operating leases
|
$
|
50,061
|
$
|
101,543
|
$
|
192,316
|
208,691
|
|||||||||
Rent expense under operating leases for aircraft
|
$
|
43,044
|
$
|
88,599
|
$
|
168,299
|
181,318
|
|
Successor
|
|||
Operating lease right-of-use assets
|
$
|
305,962
|
||
Current portion of operating lease liabilities
|
81,484
|
|||
Operating lease liabilities
|
224,595
|
|||
Total operating lease liabilities
|
$
|
306,079
|
Successor
|
Predecessor
|
|||||||||
Five Months Ended
March 31, 2020
|
Seven Months Ended
October 31, 2019
|
|||||||||
Cash paid for operating leases
|
$
|
48,967
|
$
|
95,601
|
||||||
ROU assets obtained in exchange for lease obligations
|
$
|
338,257
|
$
|
256,242
|
||||||
Weighted average remaining lease term
|
4 years
|
5 years
|
||||||||
Weighted average discount rate
|
6.27
|
%
|
7.14
|
%
|
Successor
|
|||||||||||||
Aircraft
|
Other
|
Total
|
|||||||||||
Fiscal year ending March 31,
|
|||||||||||||
2021
|
$
|
89,736
|
$
|
7,680
|
$
|
97,416
|
|||||||
2022
|
77,229
|
6,435
|
83,664
|
||||||||||
2023
|
58,583
|
6,468
|
65,051
|
||||||||||
2024
|
46,005
|
6,086
|
52,091
|
||||||||||
2025
|
28,370
|
5,005
|
33,375
|
||||||||||
Thereafter
|
2,170
|
16,382
|
18,552
|
||||||||||
$
|
302,093
|
$
|
48,056
|
$
|
350,149
|
Predecessor
|
|||||||||||||
Aircraft
|
Other
|
Total
|
|||||||||||
Fiscal year ending March 31,
|
|||||||||||||
2020
|
$
|
121,516
|
$
|
11,367
|
$
|
132,883
|
|||||||
2021
|
59,999
|
9,814
|
69,813
|
||||||||||
2022
|
39,035
|
8,797
|
47,832
|
||||||||||
2023
|
16,605
|
8,396
|
25,001
|
||||||||||
2024
|
5,086
|
8,513
|
13,599
|
||||||||||
Thereafter
|
—
|
29,256
|
29,256
|
||||||||||
$
|
242,241
|
$
|
76,143
|
$
|
318,384
|
Successor
|
Predecessor
|
|||||||
March 31, 2020
|
March 31, 2019
|
|||||||
Deferred tax assets:
|
||||||||
Foreign tax credits
|
$
|
39,554
|
$
|
39,554
|
||||
State net operating losses
|
9,140
|
12,448
|
||||||
Net operating losses
|
68,919
|
102,074
|
||||||
Accrued pension liability
|
2,869
|
4,254
|
||||||
Accrued equity compensation
|
440
|
9,115
|
||||||
Interest expense limitation
|
33,567
|
17,852
|
||||||
Deferred revenue
|
375
|
511
|
||||||
Employee award programs
|
86
|
387
|
||||||
Employee payroll accruals
|
1,656
|
3,476
|
||||||
Inventories
|
6,853
|
1,263
|
||||||
Investment in unconsolidated affiliates
|
—
|
30,783
|
||||||
Convertible note
|
—
|
2,013
|
||||||
Capital loss carryover
|
—
|
4,200
|
||||||
Accrued expenses not currently deductible
|
9,000
|
6,339
|
||||||
Lease liabilities
|
22,369
|
—
|
||||||
Other
|
8,992
|
7,005
|
||||||
Valuation allowance - foreign tax credits
|
(39,554
|
)
|
(39,554
|
)
|
||||
Valuation allowance - state
|
(9,140
|
)
|
(12,448
|
)
|
||||
Valuation allowance - interest expense limitation
|
(11,603
|
)
|
—
|
|||||
Valuation allowance
|
(58,264
|
)
|
(76,212
|
)
|
||||
Total deferred tax assets
|
$
|
85,259
|
$
|
113,060
|
||||
Deferred tax liabilities:
|
||||||||
Property and equipment
|
$
|
(38,299
|
)
|
$
|
(136,175
|
)
|
||
Inventories
|
(987
|
)
|
(1,754
|
)
|
||||
Investment in unconsolidated affiliates
|
(23,112
|
)
|
(27,595
|
)
|
||||
ROU asset
|
(21,552
|
)
|
—
|
|||||
Intangibles
|
(18,539
|
)
|
—
|
|||||
Deferred gain
|
—
|
(1,872
|
)
|
|||||
Other
|
(5,545
|
)
|
(4,872
|
)
|
||||
Total deferred tax liabilities
|
$
|
(108,034
|
)
|
$
|
(172,268
|
)
|
||
Net deferred tax liabilities
|
$
|
(22,775
|
)
|
$
|
(59,208
|
)
|
Successor
|
Predecessor
|
|||||||||||||||
|
Five Months
Ended
March 31,
2020
|
Seven Months
Ended
October 31,
2019
|
Fiscal Year Ended March 31,
|
|||||||||||||
2019
|
2018
|
|||||||||||||||
Balance – beginning of fiscal year
|
$
|
(124,700
|
)
|
$
|
(128,214
|
)
|
$
|
(71,987
|
)
|
$
|
(74,727
|
)
|
||||
Additional allowances
|
(19,434
|
)
|
(5,381
|
)
|
(59,493
|
)
|
(20,259
|
)
|
||||||||
Reversals and other changes
|
25,573
|
8,895
|
3,266
|
22,999
|
||||||||||||
Balance – end of fiscal year
|
$
|
(118,561
|
)
|
$
|
(124,700
|
)
|
$
|
(128,214
|
)
|
$
|
(71,987
|
)
|
Successor
|
Predecessor
|
|||||||||||||||
|
Five Months
Ended
March 31,
2020
|
|
|
Seven Months
Ended
October 31,
2019
|
|
|
Fiscal Year Ended March 31,
|
|
||||||||
2019 | |
2018
|
||||||||||||||
Domestic
|
$
|
163,866
|
$
|
(568,781
|
)
|
$
|
(263,377
|
)
|
$
|
(91,002
|
)
|
|||||
Foreign
|
(24,308
|
)
|
(318,603
|
)
|
(72,922
|
)
|
(136,998
|
)
|
||||||||
Total
|
$
|
139,558
|
$
|
(887,384
|
)
|
$
|
(336,299
|
) |
$
|
(228,000
|
)
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
Ended
March 31,
|
Seven Months
Ended
October 31,
|
Fiscal Year Ended March 31,
|
||||||||||||||
Current:
|
2020
|
2019
|
2019
|
2018
|
||||||||||||
Domestic
|
$
|
(1,542
|
)
|
$
|
2,516
|
$
|
1,337
|
$
|
1,247
|
|||||||
Foreign
|
6,572
|
9,178
|
15,313
|
13,607
|
||||||||||||
|
$
|
5,030
|
$
|
11,694
|
$
|
16,650
|
$
|
14,854
|
||||||||
Deferred:
|
||||||||||||||||
Domestic
|
$
|
(5,072
|
)
|
$
|
(49,634
|
)
|
$
|
(16,523
|
)
|
$
|
(39,079
|
)
|
||||
Foreign
|
524
|
(13,238
|
)
|
(288
|
)
|
(6,666
|
)
|
|||||||||
$
|
(4,548
|
)
|
$
|
(62,872
|
)
|
$
|
(16,811
|
)
|
$
|
(45,745
|
)
|
|||||
Total
|
$
|
482
|
$
|
(51,178
|
)
|
$
|
(161
|
)
|
$
|
(30,891
|
)
|
Successor
|
Predecessor | |||||||||||||||
Five Months
Ended
March 31,
|
Seven Months
Ended
October 31,
|
Fiscal Year Ended March 31,
|
||||||||||||||
2020 | 2019 | 2019 | 2018 | |||||||||||||
Statutory rate
|
21.0
|
%
|
21.0
|
%
|
21.0
|
%
|
31.6
|
%
|
||||||||
Effect of U.S. tax reform
|
—
|
%
|
—
|
%
|
(3.5
|
)%
|
9.9
|
%
|
||||||||
Net foreign tax on non-U.S. earnings
|
(4.2
|
)%
|
(0.7
|
)%
|
(0.3
|
)%
|
0.8
|
%
|
||||||||
Benefit of foreign tax deduction in the U.S.
|
(0.2
|
)%
|
—
|
%
|
—
|
%
|
—
|
%
|
||||||||
Foreign earnings indefinitely reinvested abroad
|
2.2
|
%
|
(5.9
|
)%
|
(4.4
|
)%
|
(8.1
|
)%
|
||||||||
Change in valuation allowance
|
(0.4
|
)%
|
(0.6
|
)%
|
(15.2
|
)%
|
1.1
|
%
|
||||||||
Foreign earnings that are currently taxed in the U.S.
|
0.8
|
%
|
—
|
%
|
(0.7
|
)%
|
(33.0
|
)%
|
||||||||
Sales of subsidiaries
|
—
|
%
|
(1.1
|
)%
|
—
|
%
|
—
|
%
|
||||||||
Effect of change in foreign statutory corporate income tax rates
|
—
|
% |
—
|
% |
0.4 | % |
—
|
% |
||||||||
Preferred stock embedded derivative
|
(27.7
|
)%
|
—
|
%
|
—
|
%
|
—
|
%
|
||||||||
Contingent beneficial conversion feature
|
—
|
%
|
(1.0
|
)%
|
—
|
%
|
—
|
%
|
||||||||
Impairment of foreign investments
|
1.4
|
%
|
(0.6
|
)%
|
—
|
%
|
11.9
|
%
|
||||||||
Fresh start accounting and reorganization
|
6.7
|
%
|
(3.6
|
)%
|
—
|
%
|
—
|
%
|
||||||||
Professional fees to be capitalized for tax
|
1.3
|
%
|
(1.3
|
)%
|
—
|
%
|
—
|
%
|
||||||||
Changes in tax reserves
|
0.1
|
%
|
—
|
%
|
0.7
|
%
|
(2.3
|
)%
|
||||||||
Other, net
|
(0.7
|
)%
|
(0.4
|
)%
|
2.0
|
%
|
1.6
|
%
|
||||||||
Effective tax rate
|
0.3
|
%
|
5.8
|
%
|
—
|
%
|
13.5
|
%
|
Jurisdiction
|
Years Open
|
U.S.
|
Fiscal year 2018 to present
|
U.K.
|
Fiscal year 2017 to present
|
Guyana
|
Fiscal year 2013 to present
|
Nigeria
|
Fiscal year 2012 to present
|
Trinidad
|
Fiscal year 2010 to present
|
Australia
|
Fiscal year 2016 to present
|
Norway
|
Fiscal year 2016 to present
|
Successor
|
Predecessor
|
|||||||||||
Five Months
Ended
March 31, 2020
|
Seven Months
Ended
October 31, 2019
|
Fiscal year ended
March 31, 2019
|
||||||||||
Unrecognized tax benefits – beginning of period
|
$
|
4,060
|
$
|
4,337
|
$ |
6,682
|
||||||
Increases for tax positions taken in prior periods
|
213
|
170
|
100
|
|||||||||
Decreases for tax positions taken in prior periods
|
—
|
(442
|
)
|
(2,445
|
)
|
|||||||
Decrease related to statute of limitation expirations
|
(21
|
)
|
(5
|
)
|
—
|
|||||||
Unrecognized tax benefits – end of period
|
$
|
4,252
|
$
|
4,060
|
$
|
4,337
|
Successor
|
Predecessor
|
|||||||||||
Five Months
Ended
March 31,
2020
|
Seven Months
Ended
October 31,
2019
|
Fiscal Year Ended
March 31,
2019
|
||||||||||
Change in benefit obligation:
|
(In thousands)
|
|||||||||||
Projected benefit obligation (PBO) at beginning of period
|
$
|
528,858
|
$
|
504,076
|
$
|
545,128
|
||||||
Service cost
|
594
|
29
|
655
|
|||||||||
Interest cost
|
4,109
|
6,705
|
12,984
|
|||||||||
Actuarial loss (gain)
|
(5,545
|
)
|
34,618
|
9,702
|
||||||||
Benefit payments and expenses
|
(11,394
|
)
|
(13,882
|
)
|
(28,593
|
)
|
||||||
Plan amendments
|
—
|
—
|
3,020
|
|||||||||
Effect of exchange rate changes
|
(21,630
|
)
|
(2,688
|
)
|
(38,820
|
)
|
||||||
Projected benefit obligation (PBO) at end of period
|
$
|
494,992
|
$
|
528,858
|
$
|
504,076
|
||||||
Change in plan assets:
|
||||||||||||
Market value of assets at beginning of period
|
$
|
495,343
|
$
|
478,350
|
$
|
508,375
|
||||||
Actual return on assets
|
6,827
|
24,633
|
18,121
|
|||||||||
Employer contributions
|
7,144
|
9,032
|
16,644
|
|||||||||
Benefit payments and expenses
|
(11,394
|
)
|
(13,882
|
)
|
(28,593
|
)
|
||||||
Effect of exchange rate changes
|
(20,783
|
)
|
(2,790
|
)
|
(36,197
|
)
|
||||||
Market value of assets at end of period
|
$
|
477,137
|
$
|
495,343
|
$
|
478,350
|
||||||
Reconciliation of funded status:
|
||||||||||||
Accumulated benefit obligation (ABO)
|
$
|
494,992
|
$
|
528,858
|
$
|
504,076
|
||||||
Projected benefit obligation (PBO)
|
$
|
494,992
|
$
|
528,858
|
$
|
504,076
|
||||||
Fair value of assets
|
(477,137
|
)
|
(495,343
|
)
|
(478,350
|
)
|
||||||
Net recognized pension liability
|
$
|
17,855
|
$
|
33,515
|
$
|
25,726
|
||||||
Amounts recognized in accumulated other comprehensive loss
|
$
|
(6,389
|
)
|
$
|
—
|
$
|
219,232
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
Ended
March 31,
|
Seven Months
Ended
October 31,
|
Fiscal Year Ended March 31,
|
||||||||||||||
2020
|
2019
|
2019 |
2018 |
|||||||||||||
(In thousands)
|
||||||||||||||||
Components of net periodic pension cost:
|
||||||||||||||||
Service cost for benefits earned during the period
|
$
|
594
|
$
|
29
|
$
|
655
|
$
|
856
|
||||||||
Interest cost on PBO
|
4,109
|
6,705
|
12,984
|
12,914
|
||||||||||||
Expected return on assets
|
(5,735
|
)
|
(5,610
|
)
|
(17,118
|
)
|
(21,184
|
)
|
||||||||
Amortization of unrecognized losses
|
—
|
—
|
8,001
|
8,151
|
||||||||||||
Net periodic pension cost
|
$
|
(1,032
|
)
|
$
|
1,124
|
$
|
4,522
|
$
|
737
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
Ended
March 31,
2020
|
Seven Months
Ended
October 31,
2019
|
|||||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||||||
2019
|
2018
|
|||||||||||||||
Discount rate
|
1.90
|
%
|
1.90
|
%
|
2.60
|
%
|
2.40
|
%
|
||||||||
Expected long-term rate of return on assets
|
2.80
|
%
|
2.80
|
%
|
3.62
|
%
|
4.41
|
%
|
||||||||
Pension increase rate .
|
2.80
|
%
|
2.80
|
%
|
2.90
|
%
|
3.00
|
%
|
(i) |
“funding objective” — to ensure that the Scheme is fully funded using assumptions that contain a modest margin for prudence. Where an actuarial valuation reveals a deficit, a recovery plan will be put in place which will take into account
the financial covenant to the employer;
|
(ii) |
“stability objective” — to have due regard to the likely level and volatility of required contributions when setting the Scheme’s investment strategy; and
|
(iii) |
“security objective” — to ensure that the solvency position of the Scheme (as assessed on a gilt basis) is expected to improve. The Plan Trustee will take into account the strength of the employer’s covenant when determining the expected
improvement in the solvency position of the Scheme.
|
Successor
|
Predecessor
|
Successor
|
Predecessor
|
|||||||||||||||
Asset Category
|
Target Allocation
as of March 31,
2020
|
Target Allocation
as of March 31,
2019
|
Actual Allocation
as of March 31,
2020
|
Actual Allocation
as of March 31,
2019
|
||||||||||||||
Equity securities
|
25.3
|
%
|
25.4
|
%
|
23.0
|
%
|
24.1
|
%
|
||||||||||
Debt securities
|
25.0
|
%
|
34.8
|
%
|
27.1
|
%
|
44.5
|
%
|
||||||||||
Property
|
7.4
|
%
|
7.4
|
%
|
6.5
|
%
|
6.1
|
%
|
||||||||||
Other assets
|
42.3
|
%
|
32.4
|
%
|
43.4
|
%
|
25.3
|
%
|
||||||||||
Total
|
100.0
|
% |
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Successor
|
||||||||||||||||
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Balance as of
March 31, 2020
|
|||||||||||||
Cash and cash equivalents
|
$
|
8,680
|
$
|
—
|
$
|
—
|
$
|
8,680
|
||||||||
Cash plus
|
—
|
10,788
|
—
|
10,788
|
||||||||||||
Equity investments - U.K.
|
992
|
—
|
—
|
992
|
||||||||||||
Equity investments - Non-U.K.
|
1,488
|
—
|
—
|
1,488
|
||||||||||||
Insurance Linked Securities
|
—
|
24,303
|
—
|
24,303
|
||||||||||||
Illiquid credit
|
—
|
—
|
28,271
|
28,271
|
||||||||||||
Diversified growth (absolute return) funds
|
868
|
40,919
|
—
|
41,787
|
||||||||||||
Government debt securities
|
248
|
86,549
|
—
|
86,797
|
||||||||||||
Corporate debt securities
|
1,612
|
—
|
—
|
1,612
|
||||||||||||
Alternatives
|
—
|
41,167
|
—
|
41,167
|
||||||||||||
Property debt
|
—
|
—
|
31,247
|
31,247
|
||||||||||||
Multi asset credit
|
—
|
40,918
|
—
|
40,918
|
||||||||||||
Insurance policies
|
—
|
—
|
159,087
|
159,087
|
||||||||||||
Total investments
|
$
|
13,888
|
$
|
244,644
|
$
|
218,605
|
$
|
477,137
|
Predecessor
|
||||||||||||||||
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Balance as of
March 31, 2019
|
|||||||||||||
|
||||||||||||||||
Cash and cash equivalents |
$
|
26,191
|
$
|
—
|
$
|
—
|
$
|
26,191
|
||||||||
Cash plus
|
—
|
84,438
|
—
|
84,438
|
||||||||||||
Equity investments - U.K.
|
—
|
2,476
|
—
|
2,476
|
||||||||||||
Equity investments - Non-U.K.
|
—
|
1,303
|
—
|
1,303
|
||||||||||||
Insurance Linked Securities
|
—
|
—
|
25,279
|
25,279
|
||||||||||||
Illiquid credit
|
—
|
—
|
40,004
|
40,004
|
||||||||||||
Diversified growth (absolute return) funds
|
—
|
86,001
|
—
|
86,001
|
||||||||||||
Government debt securities
|
—
|
138,384
|
—
|
138,384
|
||||||||||||
Corporate debt securities
|
—
|
74,274
|
—
|
74,274
|
||||||||||||
Total investments
|
$
|
26,191
|
$
|
386,876
|
$
|
65,283
|
$
|
478,350
|
Successor
|
|||||
Projected Benefit Payments by the Plans for Fiscal Years Ending March 31,
|
Payments
|
||||
2021
|
$
|
21,451
|
|||
2022
|
21,823
|
||||
2023
|
22,567
|
||||
2024
|
22,815
|
||||
2025
|
23,187
|
||||
Aggregate 2026 - 2030
|
119,408
|
Weighted
Average
Exercise
Prices
|
Number of
Shares
|
|||||||
Outstanding at March 31, 2019 (Predecessor)
|
$
|
26.49
|
3,217,723
|
|||||
Expired or forfeited
|
25.74
|
(130,023
|
)
|
|||||
Cancelled
|
26.54
|
(3,087,700
|
)
|
|||||
Outstanding at October 31, 2019 (Predecessor)
|
—
|
—
|
Predecessor
|
||||||||
Fiscal Year Ended
March 31,
|
||||||||
2019
|
2018
|
|||||||
Risk free interest rate
|
2.76
|
%
|
1.78
|
%
|
||||
Expected life (years)
|
5
|
5
|
||||||
Volatility
|
62.8
|
%
|
56.1
|
%
|
||||
Dividend yield
|
—
|
%
|
3.98
|
%
|
||||
Weighted average grant-date fair value of options granted
|
$
|
6.71
|
$
|
2.53
|
Units
|
Weighted
Average
Grant Date Fair
Value per Unit
|
|||||||
Non-vested as of March 31, 2019 (Predecessor)
|
860,362
|
$
|
9.43
|
|||||
Forfeited
|
(18,788
|
)
|
9.39
|
|||||
Cancelled
|
(841,574
|
)
|
9.43
|
|||||
Non-vested as of October 31, 2019 (Predecessor)
|
—
|
—
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
Ended
March 31,
|
Seven Months
Ended
October 31,
|
Fiscal Year Ended March 31,
|
||||||||||||||
VSP:
|
2020 |
2019 |
2019 | 2018 |
||||||||||||
Direct cost
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
105
|
||||||||
General and administrative
|
—
|
—
|
1,017
|
|||||||||||||
Total
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
1,122
|
||||||||
ISP:
|
||||||||||||||||
Direct cost
|
$
|
104
|
$
|
4,376
|
$
|
7,125
|
$
|
11,538
|
||||||||
General and administrative
|
123
|
163
|
2,110
|
9,676
|
||||||||||||
Total
|
$
|
227
|
$
|
4,539
|
$
|
9,235
|
$
|
21,214
|
Common Stock
Options
|
Preferred Stock
Options
|
|||||||
Risk free interest rate
|
1.61% to 1.91%
|
1.61% to 1.66%
|
||||||
Expected life (years)
|
3 to 10 years
|
3 to 4 years
|
||||||
Volatility
|
44% – 45
|
%
|
45% – 47
|
%
|
||||
Dividend yield
|
—
|
%
|
—
|
%
|
||||
Weighted average exercise price of options granted
|
$36.37 per option
|
$36.37 per option
|
||||||
Weighted average grant-date fair value of options granted
|
$13.00 per option
|
$59.52 per option
|
• |
Approximately 1,300,000 shares of New Common Stock to holders of the 8.75% Senior Secured Notes;
|
• |
Approximately 9,900,000 shares of New Common Stock to holders of the Unsecured Notes and holders of General Unsecured Claims;
|
• |
Approximately 900,000 shares of New Preferred Stock to holders of the 8.75% Senior Secured Notes; and
|
• |
Approximately 5,900,000 shares of New Preferred Stock to holders of the Unsecured Notes.
|
Shares
|
Weighted Average
Price Per Share
|
|||||||
Outstanding as of March 31, 2018 (Predecessor)
|
35,526,625
|
|||||||
Exercise of stock options
|
174,578
|
$
|
16.21
|
|||||
Issuance of restricted stock
|
217,713
|
$
|
6.93
|
|||||
Outstanding as of March 31, 2019 (Predecessor)
|
35,918,916
|
|||||||
Cancellation and discharged
|
(35,918,916
|
)
|
||||||
Outstanding as of October 31, 2019 (Predecessor)
|
—
|
|||||||
Issuance of Successor Common Stock
|
11,235,535
|
|||||||
Outstanding as of October 31, 2019 (Successor)
|
11,235,535
|
|||||||
Issuance of Successor Common Stock
|
31
|
$
|
19.25
|
|||||
Outstanding as of March 31, 2020 (Successor)
|
11,235,566
|
Predecessor
|
||||||||||||
Seven Months
Ended
October 31,
|
Fiscal Year Ended March 31,
|
|||||||||||
|
2019 | 2019 |
2018 |
|||||||||
Options: | ||||||||||||
Outstanding
|
3,175,849
|
2,490,483
|
2,890,140
|
|||||||||
Weighted average exercise price
|
$
|
26.58
|
$
|
34.20
|
$
|
38.77
|
||||||
Restricted stock awards:
|
||||||||||||
Outstanding |
646,714
|
581,677
|
547,927
|
|||||||||
Weighted average price
|
$
|
8.51
|
$ |
9.33
|
$
|
21.00
|
Predecessor
|
||||||||||||
Seven Months
Ended
October 31,
|
Fiscal Year Ended March 31,
|
|||||||||||
2019 |
2019 | 2018 | ||||||||||
Loss (in thousands):
|
||||||||||||
Loss available to common stockholders – basic
|
$
|
(836,414
|
)
|
$
|
(336,847
|
)
|
$
|
(194,684
|
)
|
|||
Interest expense on assumed conversion of 4½% Convertible Senior Notes, net of tax (1)
|
—
|
—
|
—
|
|||||||||
Loss available to common stockholders
|
$
|
(836,414
|
)
|
$
|
(336,847
|
)
|
$
|
(194,684
|
)
|
|||
Shares:
|
||||||||||||
Weighted average number of common shares outstanding – basic
|
35,918,916
|
35,740,933
|
35,288,579
|
|||||||||
Assumed conversion of 4½% Convertible Senior Notes outstanding during period (1)
|
—
|
—
|
—
|
|||||||||
Net effect of dilutive stock options, restricted stock units and restricted stock awards based on the treasury stock method
|
—
|
—
|
—
|
|||||||||
Weighted average number of common shares outstanding – diluted (2)
|
35,918,916
|
35,740,933
|
35,288,579
|
|||||||||
Basic loss per common share
|
$
|
(23.29
|
)
|
$
|
(9.42
|
)
|
$
|
(5.52
|
)
|
|||
Diluted loss per common share
|
$
|
(23.29
|
)
|
$
|
(9.42
|
)
|
$
|
(5.52
|
)
|
(1) |
Potentially dilutive shares issuable pursuant to the Warrant Transactions were not included in the computation of diluted income per share for the seven months ended October 31, 2019 (Predecessor), fiscal year 2019 (Predecessor) and fiscal
year 2018 (Predecessor) because to do so would have been anti-dilutive.
|
Successor
|
||||
Five Months Ended
March 31, 2020
|
||||
Net income (in thousands):
|
||||
Net income attributable to Bristow Group
|
$
|
139,228
|
||
Less: PIK dividends (1)
|
(25,788
|
)
|
||
Income available to common stockholders – basic
|
$
|
113,440
|
||
Add: PIK dividends
|
25,788
|
|||
Less: Change in fair value of preferred stock derivative liability
|
$
|
(184,140
|
)
|
|
Loss available to common stockholders – diluted
|
$
|
(44,912
|
)
|
|
Shares:
|
||||
Weighted average number of common shares outstanding – basic
|
11,235,541
|
|||
Net effect of dilutive stock options and restricted stock awards (2)
|
—
|
|||
Preferred shares as converted basis
|
9,292,207
|
|||
Weighted average number of common shares outstanding – diluted
|
20,527,748
|
|||
Basic earnings per common share
|
$
|
10.10
|
||
Diluted loss per common share
|
$
|
(2.19
|
)
|
(1) |
See “Stockholders’ Investment, Common Stock and Preferred Stock” above for further
details on PIK Dividends.
|
(2) |
Potentially dilutive shares were not included in the calculation because to do so would have been anti-dilutive. See Note 14 for further details on stock options and restricted stock awards.
|
Currency
Translation
Adjustments
|
Pension Liability
Adjustments (1)
|
Unrealized
loss on cash
flow hedges (2)
|
Total
|
|||||||||||||
Balance as of March 31, 2017 (Predecessor)
|
$
|
(149,721
|
)
|
$
|
(178,556
|
)
|
$
|
—
|
$
|
(328,277
|
)
|
|||||
Other comprehensive income (loss) before reclassification
|
30,196
|
3,713
|
(414
|
)
|
33,495
|
|||||||||||
Reclassified from accumulated other comprehensive loss .
|
—
|
8,620
|
68
|
8,688
|
||||||||||||
Net current period other comprehensive income (loss)
|
30,196
|
12,333
|
(346
|
)
|
42,183
|
|||||||||||
Foreign currency exchange rate impact
|
40,459
|
(40,459
|
)
|
—
|
—
|
|||||||||||
Balance as of March 31, 2018 (Predecessor)
|
(79,066
|
)
|
(206,682
|
)
|
(346
|
)
|
(286,094
|
)
|
||||||||
Other comprehensive loss before reclassification
|
(36,562
|
)
|
(13,175
|
)
|
(506
|
)
|
(50,243
|
)
|
||||||||
Reclassified from accumulated other comprehensive loss
|
—
|
7,884
|
464
|
8,348
|
||||||||||||
Net current period other comprehensive loss
|
(36,562
|
)
|
(5,291
|
)
|
(42
|
)
|
(41,895
|
)
|
||||||||
Foreign currency exchange rate impact
|
(22,239
|
)
|
22,239
|
—
|
—
|
|||||||||||
Balance as of March 31, 2019 (Predecessor)
|
(137,867
|
)
|
(189,734
|
)
|
(388
|
)
|
(327,989
|
)
|
||||||||
Other comprehensive income (loss) before reclassification
|
23,004
|
—
|
(1,828
|
)
|
21,176
|
|||||||||||
Reclassified from accumulated other comprehensive loss .
|
—
|
—
|
1,146
|
1,146
|
||||||||||||
Net current period other comprehensive income (loss)
|
23,004
|
—
|
(682
|
)
|
22,322
|
|||||||||||
Foreign currency exchange rate impact
|
(1,551
|
)
|
1,551
|
—
|
—
|
|||||||||||
Balance as of October 31, 2019 (Predecessor) .
|
(116,414
|
)
|
(188,183
|
)
|
(1,070
|
)
|
(305,667
|
)
|
||||||||
Fair value fresh-start adjustment
|
116,414
|
188,183
|
1,070
|
305,667
|
||||||||||||
Balance as of October 31, 2019 (Predecessor)
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
Balance as of October 31, 2019 (Successor)
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
Net current period other comprehensive income (loss)
|
(16,440
|
)
|
6,389
|
1,410
|
(8,641
|
)
|
||||||||||
Balance as of March 31, 2020 (Successor)
|
$
|
(16,440
|
)
|
$
|
6,389
|
$
|
1,410
|
$
|
(8,641
|
)
|
(1) |
Reclassification of amounts related to pension liability adjustments were included as a component of net periodic pension cost. For further details on additional pension liability
recorded during fiscal year 2019, see Note 14.
|
(2) |
Reclassification of amounts related to cash flow hedges were included as direct costs.
|
Successor
|
Predecessor | |||||||||||||||
Five Months
Ended
March 31,
|
Seven Months
Ended
October 31,
|
Fiscal Year Ended March 31,
|
||||||||||||||
2020 |
2019 |
2019 |
2018 |
|||||||||||||
Region gross revenue from external customers:
|
||||||||||||||||
Europe Caspian
|
$
|
284,844
|
$
|
428,660
|
$ |
791,204
|
$
|
793,630
|
||||||||
Africa
|
70,305
|
111,896
|
164,835
|
195,681
|
||||||||||||
Americas
|
99,634
|
140,551
|
218,278
|
217,671
|
||||||||||||
Asia Pacific
|
30,605
|
75,722
|
193,510
|
222,500
|
||||||||||||
Corporate and other
|
375
|
394
|
1,835
|
4,493
|
||||||||||||
Total region gross revenue
|
$
|
485,763
|
$
|
757,223
|
$
|
1,369,662
|
$
|
1,433,975
|
||||||||
Intra-region gross revenue:
|
||||||||||||||||
Europe Caspian
|
$
|
599
|
$
|
1,719
|
$
|
7,577
|
$
|
5,655
|
||||||||
Africa
|
—
|
122
|
—
|
—
|
||||||||||||
Americas
|
2,038
|
1,911
|
5,100
|
8,995
|
||||||||||||
Asia Pacific
|
1
|
73
|
58
|
—
|
||||||||||||
Corporate and other
|
—
|
—
|
2
|
27
|
||||||||||||
Total intra-region gross revenue
|
$
|
2,638
|
$
|
3,825
|
$
|
12,737
|
$
|
14,677
|
||||||||
Consolidated gross revenue reconciliation:
|
||||||||||||||||
Europe Caspian
|
$
|
285,443
|
$ |
430,379
|
$
|
798,781
|
$
|
799,285
|
Africa
|
70,305
|
112,018
|
164,835
|
195,681
|
||||||||||||
Americas
|
101,672
|
142,462
|
223,378
|
226,666
|
||||||||||||
Asia Pacific
|
30,606
|
75,795
|
193,568
|
222,500
|
||||||||||||
Corporate and other
|
375
|
394
|
1,837
|
4,520
|
||||||||||||
Intra-region eliminations
|
(2,638
|
)
|
(3,825
|
)
|
(12,737
|
)
|
(14,677
|
)
|
||||||||
Total consolidated gross revenue
|
$
|
485,763
|
$
|
757,223
|
$
|
1,369,662
|
$
|
1,433,975
|
Successor
|
Predecessor
|
|||||||||||
Five Months
Ended
March 31,
2020
|
Seven Months
Ended
October 31,
2019
|
Fiscal Year
Ended March 31,
2019
|
||||||||||
Region revenue from external customers:
|
||||||||||||
Europe Caspian
|
$
|
535
|
$
|
726
|
$
|
20,037
|
||||||
Africa
|
—
|
—
|
—
|
|||||||||
Americas
|
14,971
|
18,627
|
30,799
|
|||||||||
Asia Pacific
|
20
|
191
|
274
|
|||||||||
Corporate and other
|
70
|
—
|
—
|
|||||||||
Total region revenue
|
$
|
15,596
|
$
|
19,544
|
$
|
51,110
|
Successor |
Predecessor
|
|||||||||||||||
Five Months
Ended
March 31,
|
Seven Months
Ended
October 31,
|
Fiscal Year Ended March 31,
|
||||||||||||||
2020
|
2019
|
2019 |
2018
|
|||||||||||||
Earnings from unconsolidated affiliates, net of losses – equity method investments:
|
||||||||||||||||
Europe Caspian
|
$
|
248
|
$
|
168
|
$
|
161
|
$
|
191
|
||||||||
Americas
|
4,046
|
6,100
|
2,041
|
16,263
|
||||||||||||
Corporate and other
|
—
|
321
|
(403
|
)
|
(273
|
)
|
||||||||||
Total earnings from unconsolidated affiliates, net of losses – equity method investments
|
$
|
4,294
|
$
|
6,589
|
$
|
1,799
|
$
|
16,181
|
||||||||
Consolidated operating income (loss) reconciliation:
|
||||||||||||||||
Europe Caspian
|
$
|
19,334
|
$
|
26,143
|
$
|
12,874
|
$
|
22,624
|
||||||||
Africa
|
10,154
|
17,255
|
13,499
|
32,326
|
||||||||||||
Americas (1)
|
9,762
|
13,391
|
3,530
|
(72,083
|
)
|
|||||||||||
Asia Pacific
|
(6,921
|
)
|
(33,653
|
)
|
(23,645
|
)
|
(24,290
|
)
|
||||||||
Corporate and other
|
(36,970
|
)
|
(101,559
|
)
|
(195,740
|
)
|
(88,965
|
)
|
||||||||
Loss on disposal of assets
|
(451
|
)
|
(3,768
|
)
|
(27,843
|
)
|
(17,595
|
)
|
||||||||
Total consolidated operating income (loss) (2)
|
$
|
(5,092
|
)
|
$
|
(82,191
|
)
|
$
|
(217,325
|
)
|
$
|
(147,983
|
)
|
||||
Capital expenditures:
|
||||||||||||||||
Europe Caspian
|
$
|
30,888
|
$
|
34,670
|
$
|
11,957
|
$
|
24,797
|
||||||||
Africa
|
508
|
609
|
777
|
3,769
|
||||||||||||
Americas
|
864
|
1,281
|
13,777
|
2,523
|
||||||||||||
Asia Pacific
|
1,363
|
1,593
|
7,957
|
6,795
|
||||||||||||
Corporate and other (3)
|
2,492
|
3,421
|
6,434
|
8,403
|
||||||||||||
Total capital expenditures
|
$
|
36,115
|
$
|
41,574
|
$
|
40,902
|
$
|
46,287
|
||||||||
Depreciation and amortization:
|
||||||||||||||||
Europe Caspian
|
$
|
14,898
|
$
|
28,155
|
$
|
50,737
|
$
|
48,854
|
||||||||
Africa
|
2,274
|
10,829
|
16,113
|
13,705
|
||||||||||||
Americas
|
4,168
|
16,654
|
28,300
|
27,468
|
||||||||||||
Asia Pacific
|
3,836
|
7,463
|
16,735
|
19,695
|
||||||||||||
Corporate and other
|
3,062
|
7,763
|
13,014
|
14,320
|
||||||||||||
Total depreciation and amortization
|
$
|
28,238
|
$
|
70,864
|
$
|
124,899
|
$
|
124,042
|
Successor
|
Predecessor
|
|||||||
March 31, 2020
|
March 31, 2019
|
|||||||
Identifiable assets:
|
||||||||
Europe Caspian
|
$
|
1,096,022
|
$
|
1,070,863
|
||||
Africa
|
235,165
|
325,502
|
||||||
Americas
|
319,015
|
661,266
|
||||||
Asia Pacific
|
166,229
|
255,136
|
||||||
Corporate and other (4)
|
128,830
|
339,832
|
||||||
Total identifiable assets
|
$
|
1,945,261
|
$
|
2,652,599
|
Successor
|
Predecessor
|
|||||||
March 31, 2020
|
March 31, 2019
|
|||||||
Investments in unconsolidated affiliates – equity method investments:
|
||||||||
Europe Caspian
|
$
|
575
|
$
|
375
|
||||
Americas
|
76,483
|
108,831
|
||||||
Corporate and other
|
—
|
2,711
|
||||||
Total investments in unconsolidated affiliates – equity method investments
|
$
|
77,058
|
$
|
111,917
|
(1) |
Includes an impairment of the Company’s investment in Líder of $9.6 million for the five months ended March 31, 2020 (Successor) and $85.7 million for fiscal year 2018 (Predecessor). For further details, see Note 1.
|
(2) |
Results for fiscal year 2019 (Predecessor) were positively impacted by a reduction to rent expense of $7.9 million (included in direct costs) impacting the Europe Caspian and Asia Pacific regions by $4.9 million and $3.0 million,
respectively, related to OEM cost recoveries for ongoing aircraft issues. For further details, see Note 7.
|
(3) |
Includes $2.3 million of construction in progress payments that were not allocated to business units in fiscal year 2018 (Predecessor). There were no construction in progress payments made in the five months ended March 31, 2020
(Successor), the seven months ended October 31, 2019 (Predecessor) and fiscal year 2019 (Predecessor).
|
(4) |
Includes $7.8 million and $51.7 million of construction in progress within property and equipment on the Company’s consolidated balance sheets as of March 31, 2020 (Successor) and March 31, 2019 (Predecessor). The balance as of March 31,
2020 (Successor) primarily represents aircraft modifications and other miscellaneous equipment, tooling and building improvements currently in progress. The balance as of March 31, 2019 (Predecessor) primarily represents progress payments on
aircraft to be delivered in future periods. During the seven months ended October 31, 2019 (Predecessor), the Company rejected its aircraft purchase agreement with Airbus and wrote-off $30.6 million of construction in progress.
|
Successor
|
Predecessor
|
|||||||||||||||
Five Months
Ended
March 31,
|
Seven Months
Ended
October 31,
|
Fiscal Year Ended March 31
|
||||||||||||||
2020 | 2019 | 2019 | 2018 | |||||||||||||
Gross revenue: |
||||||||||||||||
United Kingdom
|
$
|
178,702
|
$
|
265,189
|
$
|
515,854
|
$
|
530,948
|
||||||||
Norway
|
104,073
|
160,695
|
272,547
|
258,878
|
||||||||||||
Nigeria
|
68,425
|
111,896
|
164,835
|
195,681
|
||||||||||||
United States
|
43,901
|
60,440
|
105,243
|
103,047
|
||||||||||||
Australia
|
30,606
|
70,144
|
170,461
|
199,264
|
||||||||||||
Trinidad
|
18,563
|
32,896
|
52,463
|
53,144
|
||||||||||||
Canada
|
21,139
|
27,479
|
43,970
|
50,714
|
||||||||||||
Other countries
|
20,354
|
28,484
|
44,289
|
42,299
|
||||||||||||
$
|
485,763
|
$
|
757,223
|
$
|
1,369,662
|
$
|
1,433,975
|
Successor
|
Predecessor
|
|||||||
March 31, 2020
|
March 31, 2019
|
|||||||
Long-lived assets:
|
||||||||
United Kingdom
|
$
|
394,394
|
$
|
600,714
|
||||
Nigeria
|
114,219
|
255,989
|
||||||
United States
|
106,046
|
255,439
|
||||||
Norway
|
77,836
|
206,597
|
||||||
Australia
|
95,110
|
162,681
|
||||||
Canada
|
50,068
|
155,594
|
||||||
Trinidad
|
16,676
|
126,892
|
||||||
Other countries
|
14,622
|
18,560
|
||||||
Construction in progress
|
7,783
|
51,714
|
||||||
$
|
876,754
|
$
|
1,834,180
|
Predecessor |
Successor
|
|||||||||||||||||||
Three Months
Ended
June 30(1)
|
Three Months
Ended
September 30(3)
|
One Month
Ended
October 31(5)
|
Two Months
Ended
December 31(5)
|
Three Months
Ended
March 31(7)
|
||||||||||||||||
Fiscal year 2020
|
(In thousands, except per share amounts)
|
|||||||||||||||||||
Gross revenue
|
$
|
333,176
|
$
|
318,220
|
$
|
105,827
|
$
|
200,924
|
$
|
284,839
|
||||||||||
Operating income (loss) (9)
|
(21,742
|
)
|
(62,096
|
)
|
1,647
|
(1,885
|
)
|
(3,207
|
)
|
|||||||||||
Net income (loss) attributable to Bristow Group (9)
|
(169,246
|
)
|
(162,974
|
)
|
(504,194
|
)
|
(152,512
|
)
|
291,740
|
|||||||||||
Earnings (loss) per share:
|
||||||||||||||||||||
Basic
|
$
|
(4.71
|
)
|
$
|
(4.54
|
)
|
$
|
(14.04
|
)
|
$
|
(14.49
|
)
|
$
|
24.59
|
||||||
Diluted
|
$
|
(4.71
|
)
|
$
|
(4.54
|
)
|
$
|
(14.04
|
)
|
$
|
(14.49
|
)
|
$
|
(1.26
|
)
|
Predecessor
|
||||||||||||||||
Fiscal Quarter Ended | ||||||||||||||||
Three Months
Ended
June 30(2)
|
Three Months
Ended
September 30(4)
|
Three Months
EndedDecember 31(6)
|
Three Months
Ended
March 31(8)
|
|||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
Fiscal year 2019
|
||||||||||||||||
Gross revenue
|
$
|
366,668
|
$
|
349,343
|
$
|
329,858
|
$
|
323,793
|
||||||||
Operating loss (9)
|
(3,555
|
)
|
(129,448
|
)
|
(30,919
|
)
|
(53,403
|
)
|
||||||||
Net loss attributable to Bristow Group (9)
|
(31,865
|
)
|
(143,947
|
)
|
(85,699
|
)
|
(75,336
|
)
|
||||||||
Loss per share:
|
||||||||||||||||
Basic
|
$
|
(0.89
|
)
|
$
|
(4.02
|
)
|
$
|
(2.39
|
)
|
$
|
(2.10
|
)
|
||||
Diluted
|
$
|
(0.89
|
)
|
$
|
(4.02
|
)
|
$
|
(2.39
|
)
|
$
|
(2.10
|
)
|
(1) |
Operating loss, net loss and diluted loss per share for the fiscal quarter ended June 30, 2019 (Predecessor) included: (a) a negative impact of $91.4 million, $78.7 million and $2.19, respectively, from
organizational restructuring costs resulting professional fees related to the Chapter 11 Cases, lease termination costs resulting from the rejection of ten aircraft leases, debt related expenses from write-offs of discounts and financing
fees and separation programs across the Company’s global organization designed to increase efficiency and reduce costs, (b) a negative impact of $56.3 million, $56.3 million and $1.57, respectively, on loss on sale of subsidiaries resulting
from the sale of Eastern Airways, BHLL and Aviashelf and (c) negative impact of $10.8 million, $10.8 million and $0.30, respectively, from cost associated with the lease return costs of H225 aircrafts. Net loss and diluted loss per share
for the fiscal quarter ended June 30, 2019 included: (a) a negative impact of $2.1 million and $0.06, respectively, related to the DIP Credit Agreement and (b) a negative impact of $0.7 million and $0.02, respectively, due to tax valuation
allowances on deferred tax assets.
|
(2) |
Operating loss, net loss and diluted loss per share for the fiscal quarter ended June 30, 2018 (Predecessor) included: (a) a negative impact of $1.7 million, $1.7 million and $0.05, respectively, from
organizational restructuring costs resulting from separation programs across the Company’s global organization designed to increase efficiency and reduce costs.
|
(3) |
Operating loss, net loss and diluted loss per share for the fiscal quarter ended September 30, 2019 (Predecessor) included: (a) a negative impact of $96.5 million, $83.8 million and $2.33, respectively,
resulting from organizational restructuring costs related to professional fees related to the Chapter 11 Cases, H175 settlement charges from the rejection of the Company’s aircraft purchase contract for the 22 H175 helicopters, Backstop
Commitment Agreement estimated fees, lease termination costs resulting from the rejection of ten aircraft leases, debt related expenses related to its DIP Credit Agreement, separation programs across its global organization designed to
increase efficiency and reduce costs, corporate lease termination cost offset by a termination credit from the rejection of four H225 aircraft and (b) a negative impact of $62.1 million, $53.3 million and $1.48, respectively, from the
impairments of $42.0 million of the H225 aircrafts, $17.5 million of Airnorth goodwill and $2.6 million of its investment in Sky Future Partners, (c) offset by a positive impact of $0.4 million, $0.4 million and $0.01, respectively,
resulting from the cash received from the sale of Aviashelf. Net loss and diluted loss per share for the fiscal quarter ended September 30, 2019 included: (a) a negative impact of $1.5 million and $0.04, respectively, from the write-off of
a portion of the deferred financing fees and discount related to a portion of its 8.75% Senior Secured Notes and (b) a negative impact of $2.6 million and $0.07, respectively, due to tax valuation allowances on deferred tax assets.
|
(4)
|
Operating loss, net loss and diluted loss per share for the fiscal quarter ended September 30, 2018 (Predecessor) included: (a) a negative impact of $2.7 million, $2.4 million and $0.07, respectively,
from organizational restructuring costs resulting from separation programs across the Company’s global organization designed to increase efficiency and reduce costs, (b) a negative impact of $1.2 million, $1.0 million and $0.03,
respectively, due to transaction cost resulting from announced agreement to acquire Columbia and (c) a negative impact of $117.2 million, $101.1 million and $2.83, respectively, due to loss on impairment ($87.5 million on H225
aircraft, $8.9 million impairment of H225 inventory and $20.8 million of Eastern Airways asset). Net loss and diluted loss per share for the fiscal quarter ended September 30, 2018 included a negative impact of $10.3 million and
$0.29, respectively, due to tax valuation allowances on deferred tax assets.
|
(5) |
Operating loss and net loss for the combined one month ended October 31, 2019 (Predecessor) and two months ended December 31, 2019 (Successor) included: (a) a negative impact of $448.1 million and $430.8 million, respectively, resulting
from organizational restructuring costs relating to fresh-start accounting adjustments loss, professional fees related to emergence from Chapter 11, debt related expenses from write-offs of discounts and financing fees as well as fees
incurred relating to the DIP Credit Agreement and the ABL Facility, write-off of corporate lease leasehold improvements offset by the gain on settlement of liabilities subject to compromise and the reversal of the Backstop Commitment
Agreement, (b) a negative impact of $133.3 million and $133.3 million, respectively, from the fair value of preferred stock derivative liability, (c) a negative impact of $56.9 million and $56.9 million, respectively, resulting from
conversion features in the DIP Facility triggered upon emergence from Chapter 11, (d) a negative impact of $15.0 million and $5.0 million, respectively, resulting from the DIP claims liability expense, (e) a negative impact of $10.0 million
and $9.8 million, respectively, resulting from the non-cash amortization of PBH contract intangible assets, (f) a negative impact of $0.3 million and $0.3 million, respectively, resulting from transaction costs incurred as a result of the
pending Merger with Era. Net loss for the combined one month ended October 31, 2019 (Predecessor) and two months ended December 31, 2019 (Successor) included: (a) a negative impact of $5.4 million due to tax valuation allowances on deferred
tax assets.
|
(6) |
Operating loss, net loss and diluted loss per share for the fiscal quarter ended December 31, 2018 (Predecessor) included: (a) a negative impact of $2.4 million, $2.4 million and $0.07, respectively, from organizational restructuring
costs resulting from separation programs across the Company’s global organization designed to increase efficiency and reduce costs and (b) a negative impact of $7.2 million, $5.7 million and $0.16, respectively, due to transaction cost
resulting from announced agreement to acquire Columbia. Net loss and diluted loss per share for the fiscal quarter ended December 31, 2018 included a negative impact of $45.2 million and $1.26, respectively, due to tax valuation allowances
and the Act.
|
(7) |
Operating income and net income for the fiscal quarter ended March 31, 2020 (Successor) included: (a) a negative impact of $7.2 million and $5.7 million, respectively, resulting from professional fees related to post bankruptcy
professional fees and organizational restructuring costs, (b) a negative impact of $6.0 million and $4.7 million, respectively, resulting from transaction costs incurred as a result of the pending Merger with Era, and (c) a negative impact
of $5.5 million and $5.1 million, respectively, resulting from the non-cash amortization of PBH contract intangible assets. Net income for the fiscal quarter ended March 31, 2020 (Successor) included: (a) a positive impact of $317.5 million
from the fair value of preferred stock derivative liability and (b) a negative impact of $0.1 million due to tax valuation allowances on deferred tax assets.
|
(8) |
Operating loss, net loss and diluted loss per share for the fiscal quarter ended March 31, 2019 (Predecessor) included: (a) a negative impact of $5.0 million, $4.5 million and $0.13, respectively, from organizational restructuring costs
resulting from separation programs across the Company’s global organization designed to increase efficiency and reduce costs, (b) a negative impact of $24.4 million, $19.3 million and $0.54, respectively, due to transaction cost resulting
from announced agreement to acquire Columbia and (c) a negative impact of $1.0 million, $0.8 million and $0.02, respectively, due to CEO succession cost. Net loss and diluted loss per share for the fiscal quarter ended March 31, 2019
included a negative impact of $7.2 million and $0.20, respectively, due to tax valuation allowances and the Act.
|
(9) |
The fiscal quarters ended June 30, 2019 (Predecessor), September 30, 2019 (Predecessor), combined one month ended October 31, 2019 (Predecessor) and two months ended December 31, 2019 (Successor) and March 31, 2020 (Successor) included
$(3.8) million, $(0.2) million, $0.1 million and $(0.3) million, respectively, in gain (loss) on disposal of assets included in operating income (loss), which impacted net income (loss) by $(3.7) million, $(0.2) million, $1.3 million and
$(1.5) million, respectively. The loss on disposal of assets included the fiscal quarters ended June 30, 2019 (Predecessor) and September 30, 2019 (Predecessor) increased diluted loss per share by $0.10 and $0.00, respectively. The fiscal
quarters ended June 30, 2018 (Predecessor), September 30 2018 (Predecessor), December 31, 2018 (Predecessor) and March 31, 2019 (Predecessor) included $1.7 million, $1.3 million, $16.0 million and $8.9 million, respectively, in loss on
disposal of assets included in operating loss, which also increased net loss by $1.3 million, $1.4 million, $12.5 million and $7.3 million, respectively, and diluted loss per share by $0.04, $0.04, $0.35 and $0.20, respectively.
|
• |
Era’s unaudited consolidated historical financial statements and related notes as of March 31, 2020 and for the quarters ended March 31, 2019 and 2020, included in Era’s Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2019 and March 31, 2020, and Era’s audited consolidated historical financial statements for the year ended December 31, 2019, included in Era’s Annual Report on Form 10-K for the year ended December
31, 2019, and
|
• |
Bristow’s audited condensed consolidated historical financial statements and related notes as of March 31, 2020 and for the five months ended March 31, 2020 (Successor) and seven months ended October 31,
2019 (Predecessor).
|
Bristow
|
Era (1)
|
Pro Forma
Merger
Adjustments
|
Pro Forma
Combined
|
|||||||||||||
Current assets:
|
||||||||||||||||
Cash and cash equivalents
|
$
|
196,662
|
$
|
113,518
|
-
|
$
|
310,180
|
|||||||||
Restricted cash
|
2,459
|
-
|
-
|
2,459
|
||||||||||||
Accounts receivable from non-affiliates
|
166,038
|
42,015
|
-
|
208,053
|
||||||||||||
Accounts receivable from affiliates
|
14,645
|
-
|
-
|
14,645
|
||||||||||||
Assets held for sale
|
32,401
|
-
|
-
|
32,401
|
||||||||||||
Prepaid expenses and other current assets
|
29,527
|
18,418
|
-
|
47,945
|
||||||||||||
Inventories
|
82,419
|
19,941
|
(10,968
|
)(a)
|
91,392
|
|||||||||||
Total current assets
|
524,151
|
193,892
|
(10,968
|
)
|
707,075
|
|||||||||||
Investment in unconsolidated affiliates
|
110,058
|
-
|
-
|
110,058
|
||||||||||||
Property and equipment - at cost:
|
||||||||||||||||
Land and buildings
|
160,069
|
-
|
15,759
|
175,828
|
||||||||||||
Aircraft and equipment
|
741,245
|
893,585
|
(697,092
|
)
|
937,738
|
|||||||||||
901,314
|
893,585
|
(681,333
|
)
|
1,113,566
|
||||||||||||
Less – Accumulated depreciation and amortization
|
(24,560
|
)
|
(345,457
|
)
|
345,457
|
(24,560
|
)
|
|||||||||
876,754
|
548,128
|
(335,876
|
)(b) |
1,089,006
|
||||||||||||
Right-of-use assets
|
305,962
|
8,672
|
-
|
314,634
|
||||||||||||
Intangible assets
|
-
|
-
|
-
|
-
|
||||||||||||
Goodwill
|
-
|
-
|
-
|
-
|
||||||||||||
Other assets
|
128,336
|
1,818
|
12,211
|
(c) |
142,365
|
|||||||||||
Total assets
|
$
|
1,945,261
|
$
|
752,510
|
$
|
(334,633
|
)
|
$
|
2,363,138
|
|||||||
Current liabilities:
|
||||||||||||||||
Accounts payable
|
$
|
52,110
|
10,986
|
19,345
|
(d)
|
82,441
|
||||||||||
Accrued wages, benefits and related taxes
|
42,852
|
6,565
|
-
|
49,417
|
||||||||||||
Income taxes payable
|
1,743
|
2,297
|
-
|
4,040
|
||||||||||||
Other accrued taxes
|
4,583
|
-
|
-
|
4,583
|
||||||||||||
Deferred revenue
|
12,053
|
204
|
-
|
12,257
|
||||||||||||
Accrued maintenance and repairs
|
31,072
|
1,489
|
-
|
32,561
|
||||||||||||
Accrued interest
|
832
|
3,309
|
-
|
4,141
|
||||||||||||
Current portion of operating lease liabilities
|
81,484
|
1,722
|
-
|
83,206
|
||||||||||||
Other accrued liabilities
|
25,510
|
3,624
|
-
|
29,134
|
||||||||||||
Short-term borrowings and current maturities of long-term debt
|
45,739
|
17,901
|
-
|
63,640
|
||||||||||||
Total current liabilities
|
297,978
|
48,097
|
19,345
|
365,420
|
||||||||||||
Long-term debt, less current maturities
|
515,385
|
142,004
|
2,084
|
(e)
|
659,473
|
|||||||||||
Accrued pension liabilities
|
17,855
|
-
|
-
|
17,855
|
||||||||||||
Preferred stock embedded derivative
|
286,182
|
-
|
(286,182
|
)(f) |
-
|
|||||||||||
Other liabilities and deferred credits
|
4,490
|
920
|
-
|
5,410
|
||||||||||||
Deferred taxes
|
22,775
|
101,984
|
(72,004
|
)(g) |
52,755
|
|||||||||||
Long-term operating lease liabilities
|
224,595
|
7,103
|
-
|
231,698
|
||||||||||||
Commitments and contingencies
|
||||||||||||||||
Mezzanine equity preferred stock
|
149,785
|
-
|
(149,785
|
)(f) |
-
|
|||||||||||
Redeemable noncontrolling interest
|
-
|
2,752
|
-
|
2,752
|
||||||||||||
Stockholders’ investment:
|
||||||||||||||||
Common stock
|
1
|
230
|
82
|
(h)
|
313
|
|||||||||||
Additional paid-in capital
|
295,897
|
452,701
|
91,294
|
(i)
|
839,892
|
|||||||||||
Retained earnings
|
139,228
|
7,463
|
49,789
|
(j)
|
196,480
|
|||||||||||
Accumulated other comprehensive loss
|
(8,641
|
)
|
-
|
-
|
(8,641
|
)
|
||||||||||
Treasury shares, at cost
|
-
|
(10,744
|
)
|
10,744
|
(k)
|
-
|
||||||||||
Total stockholders’ investment before noncontrolling interests
|
426,485
|
449,650
|
151,909
|
1,028,044
|
||||||||||||
Noncontrolling interests
|
(269
|
)
|
-
|
-
|
(269
|
)
|
||||||||||
Total stockholders’ investment
|
426,216
|
449,650
|
151,909
|
1,027,775
|
||||||||||||
Total liabilities, mezzanine equity and stockholders’ investment
|
$
|
1,945,261
|
$
|
752,510
|
$
|
(334,633
|
)
|
$
|
2,363,138
|
(1)
|
Refer to Note 4 for reconciliation to Era’s historical as reported presentation.
|
Bristow (1)
|
Era (2)
|
Pro Forma
Merger
Adjustments
|
Pro
Forma
Combined
|
|||||||||||||
Gross revenue:
|
||||||||||||||||
Operating revenue from non-affiliates
|
$
|
1,135,426
|
$
|
229,493
|
$
|
-
|
$
|
1,364,919
|
||||||||
Operating revenue from affiliates
|
52,275
|
-
|
-
|
52,275
|
||||||||||||
Reimbursable revenue from non-affiliates
|
52,342
|
2,329
|
-
|
54,671
|
||||||||||||
1,240,043
|
231,822
|
-
|
1,471,865
|
|||||||||||||
Operating expense:
|
||||||||||||||||
Direct cost
|
944,290
|
154,085
|
-
|
1,098,375
|
||||||||||||
Reimbursable expense
|
50,706
|
2,271
|
-
|
52,977
|
||||||||||||
Depreciation and amortization
|
68,389
|
37,676
|
(12,398
|
)(a) |
93,667
|
|||||||||||
General and administrative
|
161,569
|
42,148
|
(7,411
|
)(b) |
196,306
|
|||||||||||
1,224,954
|
236,180
|
(19,809
|
)
|
1,441,325
|
||||||||||||
Loss on impairment
|
(71,692
|
)
|
(2,551
|
)
|
-
|
(74,243
|
)
|
|||||||||
Gain (loss) on disposal of assets
|
(4,219
|
)
|
3,747
|
-
|
(472
|
)
|
||||||||||
Earnings from unconsolidated affiliates, net of losses
|
13,851
|
-
|
-
|
13,851
|
||||||||||||
Operating income (loss)
|
(46,971
|
)
|
(3,162
|
)
|
19,809
|
(30,324
|
)
|
|||||||||
Interest expense, net
|
(125,563
|
)
|
(10,368
|
)
|
-
|
(135,931
|
)
|
|||||||||
Loss on sale of subsidiaries
|
(55,883
|
)
|
-
|
-
|
(55,883
|
)
|
||||||||||
Gain on sale of equity investment
|
-
|
10,910
|
-
|
10,910
|
||||||||||||
Fair value of embedded derivative
|
184,140
|
-
|
-
|
184,140
|
||||||||||||
Other expense, net
|
(13,457
|
)
|
(2,639
|
)
|
-
|
(16,096
|
)
|
|||||||||
Loss before benefit (provision) for income taxes
|
(57,734
|
)
|
(5,259
|
)
|
19,809
|
(43,184
|
)
|
|||||||||
Provision for income taxes
|
(94,224
|
)
|
(26
|
)
|
-
|
(94,250
|
)
|
|||||||||
Net loss
|
(151,958
|
)
|
(5,285
|
)
|
19,809
|
(137,434
|
)
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
(56
|
)
|
406
|
-
|
350
|
|||||||||||
Net loss attributable to Bristow Group
|
$
|
(152,014
|
)
|
$
|
(4,879
|
)
|
$
|
19,809
|
$
|
(137,084
|
)
|
|||||
Loss per common share:
|
||||||||||||||||
Basic EPS
|
$
|
(15.82
|
)
|
$
|
(0.70
|
)
|
$
|
(4.38
|
)
|
|||||||
Diluted EPS
|
$
|
(16.38
|
)
|
$
|
(0.70
|
)
|
$
|
(4.38
|
)
|
|||||||
Weighted average number of shares outstanding:
|
||||||||||||||||
Basic
|
11,235,541
|
6,948,367
|
31,266,771 |
(c) |
||||||||||||
Diluted
|
20,527,747
|
6,948,367
|
31,266,771 | (c) |
(1)
|
Refer to Note 8 for reconciliation to Bristow’s historical as reported presentation
|
(2)
|
Refer to Note 4 for reconciliation to Era’s historical as reported presentation.
|
Twelve Months Ended
December 31, 2019
|
Deduct: Three Months
Ended March 31, 2019
|
Add: Three Months
Ended March 31, 2020
|
Twelve Months Ended
March 31, 2020
|
|||||||||||||
Revenue:
|
||||||||||||||||
Operating revenues
|
$
|
210,035
|
$
|
47,830
|
$
|
53,980
|
$
|
216,185
|
||||||||
Dry-leasing revenues
|
16,024
|
3,463
|
3,076
|
15,637
|
||||||||||||
Total revenues
|
226,059
|
51,293
|
57,056
|
231,822
|
||||||||||||
Costs and expenses:
|
||||||||||||||||
Operating
|
154,546
|
36,696
|
38,506
|
156,356
|
||||||||||||
Administrative and general
|
38,278
|
8,875
|
12,745
|
42,148
|
||||||||||||
Depreciation and amortization
|
37,619
|
9,450
|
9,507
|
37,676
|
||||||||||||
Total costs and expenses
|
230,443
|
55,021
|
60,758
|
236,180
|
||||||||||||
Gains (losses) on asset dispositions
|
3,657
|
(124
|
)
|
(34
|
)
|
3,747
|
||||||||||
Loss on impairment
|
(2,551
|
)
|
-
|
-
|
(2,551
|
)
|
||||||||||
Operating loss
|
(3,278
|
)
|
(3,852
|
)
|
(3,736
|
)
|
(3,162
|
)
|
||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
3,487
|
752
|
749
|
3,484
|
||||||||||||
Interest expense
|
(13,874
|
)
|
(3,461
|
)
|
(3,439
|
)
|
(13,852
|
)
|
||||||||
Loss on sale of investments
|
(569
|
)
|
-
|
-
|
(569
|
)
|
||||||||||
Foreign currency losses
|
(472
|
)
|
(126
|
)
|
(1,704
|
)
|
(2,050
|
)
|
||||||||
Loss on debt extinguishment
|
(13
|
)
|
-
|
-
|
(13
|
)
|
||||||||||
Other, net
|
(28
|
)
|
(11
|
)
|
10
|
(7
|
)
|
|||||||||
Total other income (expense)
|
(11,469
|
)
|
(2,846
|
)
|
(4,384
|
)
|
(13,007
|
)
|
||||||||
Loss before income tax expense and equity earnings
|
(14,747
|
)
|
(6,698
|
)
|
(8,120
|
)
|
(16,169
|
)
|
||||||||
Total income tax expense (benefit)
|
(731
|
)
|
(1,588
|
)
|
(831
|
)
|
26
|
|||||||||
Loss before equity earnings
|
(14,016
|
)
|
(5,110
|
)
|
(7,289
|
)
|
(16,195
|
)
|
||||||||
Equity earnings (losses), net of tax
|
9,935
|
(975
|
)
|
-
|
10,910
|
|||||||||||
Net loss
|
(4,081
|
)
|
(6,085
|
)
|
(7,289
|
)
|
(5,285
|
)
|
||||||||
Net loss attributable to noncontrolling interest in subsidiaries
|
488
|
142
|
60
|
406
|
||||||||||||
Net income (loss) attributable to Era Group Inc.
|
$
|
(3,593
|
)
|
$
|
(5,943
|
)
|
$
|
(7,229
|
)
|
$
|
(4,879
|
)
|
||||
Earnings (loss) per common share:
|
||||||||||||||||
Basic:
|
$
|
(0.51
|
)
|
$
|
(0.84
|
)
|
$
|
(1.05
|
)
|
$
|
(0.70
|
)
|
||||
Diluted:
|
$
|
(0.51
|
)
|
$
|
(0.84
|
)
|
$
|
(1.05
|
)
|
$
|
(0.70
|
)
|
||||
Basic Shares Outstanding
|
7,003,121
|
7,107,771
|
6,900,890
|
6,948,367
|
||||||||||||
Diluted Shares Outstanding
|
7,003,572
|
7,107,771
|
6,900,890
|
6,948,367
|
a)
|
The reclassification adjustments to conform Era’s balance sheet presentation to that of Bristow’s balance sheet presentation has no impact on net assets and are summarized below:
|
March 31, 2020
|
||||||||||||
Historical Era
|
Reclassifications to
Bristow
Presentation
|
Historical Era As
Presented
|
||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
$
|
113,518
|
$
|
-
|
$
|
113,518
|
||||||
Accounts receivable from non-affiliates
|
-
|
42,015
|
42,015
|
|||||||||
Trade, operating, net of allowance for doubtful accounts
|
34,102
|
(34,102
|
)
|
-
|
||||||||
Trade, dry-leasing
|
5,754
|
(5,754
|
)
|
-
|
||||||||
Tax receivables
|
2,159
|
(2,159
|
)
|
-
|
||||||||
Other
|
15,006
|
(15,006
|
)
|
-
|
||||||||
Prepaid expenses and other current assets
|
-
|
18,418
|
18,418
|
|||||||||
Prepaid expenses
|
3,412
|
(3,412
|
)
|
-
|
||||||||
Inventories
|
19,941
|
-
|
19,941
|
|||||||||
Total current assets
|
193,892
|
-
|
193,892
|
|||||||||
Property and equipment - at cost:
|
||||||||||||
Land and buildings
|
-
|
-
|
-
|
|||||||||
Aircraft and equipment
|
-
|
893,585
|
893,585
|
|||||||||
Helicopters
|
893,585
|
(893,585
|
)
|
-
|
||||||||
Machinery, equipment and spares
|
-
|
-
|
-
|
|||||||||
Construction in progress
|
-
|
-
|
-
|
|||||||||
Buildings and leasehold improvements
|
-
|
-
|
-
|
|||||||||
Furniture, fixtures, vehicles and other
|
-
|
-
|
-
|
|||||||||
893,585
|
-
|
893,585
|
||||||||||
Less – Accumulated depreciation and amortization
|
(345,457
|
)
|
-
|
(345,457
|
)
|
|||||||
548,128
|
-
|
548,128
|
||||||||||
Right-of-use assets
|
-
|
8,672
|
8,672
|
|||||||||
Operating lease right-of-use
|
8,672
|
(8,672
|
)
|
-
|
||||||||
Intangible assets
|
92
|
(92
|
)
|
-
|
||||||||
Other assets
|
1,726
|
92
|
1,818
|
|||||||||
Total assets
|
$
|
752,510
|
$
|
-
|
$
|
752,510
|
||||||
Current liabilities:
|
||||||||||||
Accounts payable
|
$
|
-
|
$
|
10,986
|
$
|
10,986
|
||||||
Accrued wages, benefits and related taxes
|
-
|
6,565
|
6,565
|
|||||||||
Income taxes payable
|
-
|
2,297
|
2,297
|
|||||||||
Other accrued taxes
|
-
|
-
|
-
|
|||||||||
Deferred revenue
|
-
|
204
|
204
|
|||||||||
Accrued maintenance and repairs
|
-
|
1,489
|
1,489
|
|||||||||
Accrued interest
|
3,309
|
-
|
3,309
|
|||||||||
Current portion of operating lease liabilities
|
-
|
1,722
|
1,722
|
|||||||||
Other accrued liabilities
|
-
|
3,624
|
3,624
|
|||||||||
Short-term borrowings and current maturities of long-term debt
|
-
|
17,901
|
17,901
|
|||||||||
Accounts payable and accrued expenses
|
12,475
|
(12,475
|
)
|
-
|
||||||||
Accrued wages and benefits
|
6,565
|
(6,565
|
)
|
-
|
||||||||
Accrued income taxes
|
2,297
|
(2,297
|
)
|
-
|
||||||||
Accrued other taxes
|
1,539
|
(1,539
|
)
|
-
|
||||||||
Accrued contingencies
|
701
|
(701
|
)
|
-
|
||||||||
Current portion of long-term debt
|
17,901
|
(17,901
|
)
|
-
|
||||||||
Other current liabilities
|
3,310
|
(3,310
|
)
|
-
|
||||||||
Total current liabilities
|
48,097
|
-
|
48,097
|
|||||||||
Long-term debt, less current maturities
|
142,004
|
-
|
142,004
|
|||||||||
Operating lease liabilities
|
7,103
|
(7,103
|
)
|
-
|
||||||||
Other liabilities and deferred credits
|
-
|
920
|
920
|
|||||||||
Deferred taxes
|
101,984
|
-
|
101,984
|
|||||||||
Long-term operating lease liabilities
|
-
|
7,103
|
7,103
|
|||||||||
Deferred gains and other liabilities
|
920
|
(920
|
)
|
-
|
||||||||
Redeemable noncontrolling interest
|
2,752
|
-
|
2,752
|
|||||||||
Stockholders’ investment:
|
||||||||||||
Common stock
|
230
|
-
|
230
|
|||||||||
Additional paid-in capital
|
452,701
|
-
|
452,701
|
|||||||||
Retained earnings
|
7,463
|
-
|
7,463
|
|||||||||
Accumulated other comprehensive loss
|
-
|
-
|
-
|
|||||||||
Treasury shares, at cost
|
(10,744
|
)
|
-
|
(10,744
|
)
|
|||||||
Total stockholders’ investment
|
449,650
|
-
|
449,650
|
|||||||||
Total liabilities and stockholders’ investment
|
$
|
752,510
|
$
|
-
|
$
|
752,510
|
b)
|
The reclassification adjustments to conform Era’s statement of operations presentation to that of Bristow have no impact on net loss and are summarized below:
|
Year Ended March 31, 2020
|
||||||||||||
Historical
Era
|
Reclassifications
to Bristow
Presentation
|
Historical
Era As
Presented
|
||||||||||
Gross revenue:
|
||||||||||||
Operating revenue from non-affiliates
|
$
|
-
|
$
|
229,493
|
$
|
229,493
|
||||||
Reimbursable revenue from non-affiliates
|
-
|
2,329
|
2,329
|
|||||||||
Operating revenues
|
216,185
|
(216,185
|
)
|
-
|
||||||||
Dry-leasing revenues
|
15,637
|
(15,637
|
)
|
-
|
||||||||
231,822
|
-
|
231,822
|
||||||||||
Operating expense:
|
||||||||||||
Direct cost
|
-
|
154,085
|
154,085
|
|||||||||
Reimbursable expense
|
-
|
2,271
|
2,271
|
|||||||||
Depreciation and amortization
|
37,676
|
-
|
37,676
|
|||||||||
General and administrative
|
42,148
|
-
|
42,148
|
|||||||||
Operating
|
156,356
|
(156,356
|
)
|
-
|
||||||||
236,180
|
-
|
236,180
|
||||||||||
Loss on impairment
|
(2,551
|
)
|
-
|
(2,551
|
)
|
|||||||
Gain (loss) on disposal of assets
|
3,747
|
-
|
3,747
|
|||||||||
Operating income (loss)
|
(3,162
|
)
|
-
|
(3,162
|
)
|
|||||||
Interest expense, net
|
-
|
(10,368
|
)
|
(10,368
|
)
|
|||||||
Interest income
|
3,484
|
(3,484
|
)
|
-
|
||||||||
Interest expense
|
(13,852
|
)
|
13,852
|
-
|
||||||||
Gain on sale of equity investment
|
-
|
10,910
|
10,910
|
|||||||||
Loss on sale of investments
|
(569
|
)
|
569
|
-
|
||||||||
Foreign currency gains (losses), net
|
(2,050
|
)
|
2,050
|
-
|
||||||||
Gain on debt extinguishment
|
(13
|
)
|
13
|
-
|
||||||||
Other expense, net
|
(7
|
)
|
(2,632
|
)
|
(2,639
|
)
|
||||||
Income (loss) before benefit (provision) for income taxes and equity earnings
|
(16,169
|
)
|
10,910
|
(5,259
|
)
|
|||||||
Benefit (provision) for income taxes
|
(26
|
)
|
-
|
(26
|
)
|
|||||||
Net loss (before equity earnings)
|
(16,195
|
)
|
10,910
|
(5,285
|
)
|
|||||||
Equity earnings, net of tax
|
10,910
|
(10,910
|
)
|
-
|
||||||||
Net loss
|
(5,285
|
)
|
-
|
(5,285
|
)
|
|||||||
Net (income) loss attributable to noncontrolling interests
|
406
|
-
|
406
|
|||||||||
Net loss attributable to Era Group
|
$
|
(4,879
|
)
|
$
|
-
|
$
|
(4,879
|
)
|
Preliminary estimated purchase price
|
||||
Estimated fair value of Era stock prior to Merger (i)
|
$
|
106,440
|
||
Estimated fair value of accelerated Era restricted stock awards (ii)
|
1,900
|
|||
Estimated preliminary purchase price
|
$
|
108,340
|
i. |
Represents the estimated fair value of Common Stock in the Combined Company to be retained by Era Common Stockholders. The estimated preliminary purchase price was determined using the closing price of Era Common Stock (implied value
of $15.48 per share) on June 11, 2020 (after giving effect to the Reverse Stock Split), the most recent date practicable prior to the preparation of this Current Report and is calculated based on the total number of shares of Era Common
Stock outstanding as of June 11, 2020 after giving effect to the Reverse Stock Split of 6,875,945 shares. The estimated fair value does not reflect the share repurchase that occurred subsequent to balance sheet date as it was not directly
attributable to the Merger.
|
ii. |
Represents the estimated fair value of Era restricted stock awards. Pursuant to the terms of Era’s 2012 Share Incentive Plan and the applicable award agreements, stock options and restricted
stock awards that were granted prior to January 22, 2020 will automatically vest upon the consummation of the transaction. No value was prescribed to stock options, as these awards have not been exercised due to Era’s stock
price. As of March 31, 2020, the number of Era’s unvested restricted stock awards that will vest as part of Merger after giving effect to the Reverse Stock Split was estimated to be 122,712 shares.
|
Preliminary purchase consideration:
|
||||
Estimated purchase price
|
$
|
108,340
|
||
Assets acquired:
|
||||
Cash and cash equivalents
|
113,518
|
|||
Accounts receivable from non-affiliates
|
42,015
|
|||
Prepaid expenses and other current assets
|
18,418
|
|||
Inventories
|
8,973
|
|||
Property and equipment
|
212,252
|
|||
Right-of-use assets
|
8,672
|
|||
Other assets
|
14,029
|
|||
Total assets acquired
|
$
|
417,877
|
||
Liabilities assumed:
|
||||
Accounts payable
|
20,797
|
|||
Accrued wages, benefits and related taxes
|
6,565
|
|||
Income taxes payable
|
2,297
|
|||
Deferred revenue
|
204
|
|||
Accrued maintenance and repairs
|
1,489
|
|||
Accrued interest
|
3,309
|
|||
Current portion of operating lease liabilities
|
1,722
|
|||
Other accrued liabilities
|
3,624
|
|||
Long-term operating lease liabilities
|
7,103
|
|||
Deferred gains and other liabilities
|
920
|
|||
Long-term debt
|
161,989
|
|||
Deferred taxes
|
29,980
|
|||
Redeemable noncontrolling interest
|
2,752
|
|||
Total liabilities and reedemable noncontrolling interest assumed
|
$
|
242,751
|
||
Net assets acquired, excluding goodwill
|
175,126
|
|||
Gain on bargain purchase
|
$
|
(66,786
|
)
|
a)
|
The adjustment in Inventories represents an adjustment of $11.0 million to decrease the value of Era’s inventory to its preliminary fair value.
|
b)
|
Represents the preliminary fair value adjustment to decrease the value of Era’s Property and Equipment, net acquired from its historical book value of $548.1 million to its preliminary fair value of $212.3
million.
|
Asset Class
|
Estimated
Preliminary Fair
Value
|
|||
Helicopters
|
$
|
170,055
|
||
Machinery, equipment and spares
|
22,461
|
|||
Construction in progress
|
2,868
|
|||
Buildings and leasehold improvements
|
15,759
|
|||
Furniture, fixtures, vehicles and other
|
1,109
|
|||
Estimated fair value of property and equipment
|
$
|
212,252
|
||
Book value of property and equipment, net
|
548,128
|
|||
Net adjustment to property and equipment, net
|
$
|
(335,876
|
)
|
c) |
The adjustment to Other Assets reflects the (i) the recognition of preliminary fair value associated with Power-by-the-Hour (“PBH”) maintenance contracts acquired of $13.7 million, (ii) the
elimination of debt issuance costs of $0.6 million related to Era’s revolving credit facility because the asset has no economic value, and (iii) the elimination of deferred costs related to PBH maintenance contracts of $0.8 million.
|
d) |
The adjustment to Accounts Payable represents estimated transaction costs for legal and professional fees and severance costs to be paid in connection with the business combination of $9.5 million and $9.8 million by the Combined Company.
|
e) |
To reflect the elimination of unamortized debt issuance costs of $1.2 million and unamortized debt discount of $0.9 million related to Era’s 7.750%
Senior Notes.
|
f)
|
To reflect the conversion of Bristow’s Preferred Stock into shares of Bristow Common Stock.
|
g)
|
The adjustment to Deferred Taxes reflects a decrease in deferred tax liabilities of $72.0 million
based on the preliminary fair value adjustments discussed above. Preliminary deferred taxes have been estimated based on a tax rate of 21%.
|
h)
|
To reflect the net adjustment to Common Stock, as follows (in thousands):
|
Post-Merger common stock, at par (includes preferred stock conversion)
|
$
|
311
|
||
Elimination of Era historical common stock
|
(230
|
)
|
||
Acceleration of Era’s restricted stock awards
|
1
|
|||
Net adjustments to Common stock
|
$
|
82
|
i)
|
To reflect the net adjustment to Additional Paid-in Capital, as follows (in thousands):
|
Estimated preliminary purchase price of additional paid-in capital
|
$
|
106,197
|
||
Preferred stock conversion
|
435,899
|
|||
Reclass of Era historical treasury stock to additional paid-in capital
|
(10,744
|
)
|
||
Elimination of Era historical additional paid-in capital
|
(452,701
|
)
|
||
Elimination of Era historical treasury stock
|
10,744
|
|||
Acceleration of Era’s restricted stock awards
|
1,899
|
|||
Net adjustments to Additional paid-in capital
|
$
|
91,294
|
j)
|
To reflect the net adjustment to Retained Earnings, as follows (in thousands):
|
Elimination of Era historical retained earnings
|
$
|
3,713
|
||
Elimination of estimated transaction costs
|
(19,345
|
)
|
||
Elimination of PBH deferred costs
|
(783
|
)
|
||
Elimination of revolver unamortized debt issuance costs
|
(582
|
)
|
||
Gain on bargain purchase
|
66,786
|
|||
Net adjustment to Retained earnings
|
$
|
49,789
|
k)
|
To reflect the elimination of Era’s historical Treasury Shares.
|
a)
|
The adjustment to Depreciation and Amortization expense reflects (i) the removal of historical depreciation and amortization of $37.7 million and (ii) the addition of depreciation and amortization expense of $22.2 million based on the
estimated preliminary fair values of the Land and Buildings and Aircraft and Equipment with estimated useful lives denoted in the table below, and incremental amortization of $3.1 million based on the estimated preliminary fair value of
PBH maintenance contracts described in Note 6. The average remaining useful life of the PBH maintenance contracts is approximately 3 years.
|
Asset Class
|
Estimated
Remaining Useful
Life (in years)
|
|||
Helicopters
|
2 - 28
|
|||
Machinery, equipment and spares
|
1 - 3
|
|||
Construction in progress
|
||||
Buildings and leasehold improvements
|
2 - 4
|
|||
Furniture, fixtures, vehicles and other
|
1
|
b)
|
Reflects the removal of $2.4 million and $5.0 million of legal and professional transaction costs incurred through year-end March 31, 2020 by Bristow and Era, respectively, in connection with the Merger.
|
c)
|
The unaudited pro forma condensed combined consolidated basic and diluted net loss per share calculations are based on the combined basic and diluted
weighted-average shares, after giving effect to the Reverse Stock Split and the Merger. The historical basic and diluted weighted average shares of Bristow are assumed to be replaced by the shares expected to be issued by Era to
effect the Merger, as follows (in thousands, except per share amounts):
|
Twelve Months Ended
March 31, 2020
|
||||
Pro forma weighted average shares (Basic)
|
||||
Historical weighted average Era shares outstanding (i)
|
6,948
|
|||
Acceleration of Era’s restricted stock awards (ii)
|
123
|
|||
Newly issued shares of Era to Bristow
|
24,196
|
|||
Acceleration of Era’s stock options (iii)
|
-
|
|||
Pro forma weighted average shares (Basic)
|
31,267
|
|||
Pro forma weighted average shares (Diluted)
|
||||
Historical weighted average Era shares outstanding
|
6,948
|
|||
Acceleration of Era’s restricted stock awards (i)
|
123
|
|||
Newly issued shares of Era to Bristow
|
24,196
|
|||
Acceleration of Era’s stock options (ii)
|
-
|
|||
Pro forma weighted average shares (Diluted)
|
31,267
|
|||
Pro forma basic net loss per share
|
||||
Pro forma net loss
|
$
|
(137,084
|
)
|
|
Pro forma weighted average shares (basic)
|
31,267
|
|||
Pro forma basic net loss per share
|
$
|
(4.38
|
)
|
|
Pro forma diluted net loss per share
|
||||
Pro forma net loss
|
$
|
(137,084
|
)
|
|
Pro forma weighted average shares (diluted)
|
31,267
|
|||
Pro forma diluted net loss per share
|
$
|
(4.38
|
)
|
Bristow
Group Inc.
|
Reorganization
Adjustments
|
Fresh Start
and Other
Adjustments
|
Pro Forma
Predecessor
Adjustments
|
Pro Forma
Bristow Group
Inc. as Presented
|
|||||||||||||
Gross Revenue:
|
|||||||||||||||||
Operating revenue from non-affiliates
|
$
|
1,136,707
|
$
|
-
|
$
|
(1,281
|
)(g)
|
$
|
(1,281
|
)
|
$
|
1,135,426
|
|||||
Operating revenue from affiliates
|
53,937
|
-
|
(1,662
|
)(k)
|
(1,662
|
)
|
52,275
|
||||||||||
Reimbursable revenue from non-affiliates
|
52,342
|
-
|
-
|
-
|
52,342
|
||||||||||||
1,242,986
|
-
|
(2,943
|
)
|
(2,943
|
)
|
1,240,043
|
|||||||||||
Operating expense:
|
|||||||||||||||||
Direct cost
|
944,957
|
(6,440
|
)(a)
|
5,773
|
(h)
|
(667
|
)
|
944,290
|
|||||||||
Reimbursable expense
|
50,706
|
-
|
-
|
-
|
50,706
|
||||||||||||
Prepetition restructuring charges
|
13,476
|
(13,476
|
)(b)
|
-
|
(13,476
|
)
|
-
|
||||||||||
Depreciation and amortization
|
99,102
|
-
|
(30,713
|
)(i)
|
(30,713
|
)
|
68,389
|
||||||||||
General and administrative
|
159,968
|
1,601
|
(c)
|
-
|
1,601
|
161,569
|
|||||||||||
1,268,209
|
(18,315
|
)
|
(24,940
|
)
|
(43,255
|
)
|
1,224,954
|
||||||||||
Loss on impairment
|
(71,692
|
)
|
-
|
-
|
-
|
(71,692
|
)
|
||||||||||
Loss on disposal of assets
|
(4,219
|
)
|
-
|
-
|
-
|
(4,219
|
)
|
||||||||||
Earnings (losses) from unconsolidated affiliates, net of losses
|
13,851
|
-
|
-
|
-
|
13,851
|
||||||||||||
Operating loss
|
(87,283
|
)
|
18,315
|
21,997
|
40,312
|
(46,971
|
)
|
||||||||||
Interest expense, net
|
(150,138
|
)
|
32,602
|
(d)
|
(8,027
|
)(j)
|
24,575
|
(125,563
|
)
|
||||||||
Reorganization Items
|
(625,205
|
)
|
(60,912
|
)(e)
|
686,117
|
(e)
|
625,205
|
(0
|
)
|
||||||||
Gain (loss) on sale of subsidiaries
|
(55,883
|
)
|
-
|
-
|
-
|
(55,883
|
)
|
||||||||||
Fair value of embedded derivative
|
184,140
|
-
|
-
|
-
|
184,140
|
||||||||||||
Other income (expense), net
|
(13,457
|
)
|
-
|
-
|
-
|
(13,457
|
)
|
||||||||||
Income (Loss) before benefit (provision) for income taxes
|
(747,826
|
)
|
(9,995
|
)
|
700,087
|
690,092
|
(57,734
|
)
|
|||||||||
Benefit (provision) for income taxes
|
50,696
|
2,099
|
(f)
|
(147,019
|
)(f)
|
(144,920
|
)
|
(94,224
|
)
|
||||||||
Net gain/(loss)
|
$
|
(697,130
|
)
|
$
|
(7,896
|
)
|
$
|
553,068
|
$
|
545,172
|
$
|
(151,958
|
)
|
||||
Net (income) loss attributable to noncontrolling interests
|
(56
|
)
|
-
|
-
|
-
|
(56
|
)
|
||||||||||
Net income (loss) attributable to Bristow Group
|
$
|
(697,186
|
)
|
$
|
(7,896
|
)
|
$
|
553,068
|
$
|
545,172
|
$
|
(152,014
|
)
|
||||
Earnings per common share:
|
|||||||||||||||||
Basic:
|
$
|
(64.35
|
)
|
$
|
(15.82
|
)
|
|||||||||||
Diluted:
|
$
|
(64.35
|
)
|
$
|
(16.38
|
)
|
|||||||||||
Basic Shares Outstanding
|
11,236
|
11,236
|
|||||||||||||||
Diluted Shares Outstanding
|
11,236
|
20,528
|
(a) |
As part of the Chapter 11 proceedings, Bristow rejected certain aircraft leases and modified certain aircraft lease contracts. The following table summarizes the adjusted lease expense for the pro forma twelve months ended March 31,
2020:
|
Pro Forma Twelve-months
ended March 31, 2020
|
||||
Modified lease contracts
|
$
|
(5,554
|
)
|
|
Rejected lease contracts
|
(886
|
)
|
||
Pro forma decrease in lease payments
|
$
|
(6,440
|
)
|
(b) |
To reflect the elimination of expenses incurred in connection with Bristow’s preparation to file bankruptcy totaling $13.5 million for the pro forma twelve months ended March 31, 2020. Because these items are directly attributable to
Bristow’s filing for bankruptcy, are included in the historical results and are not expected to have a continuing impact on Bristow’s results they have been eliminated from the pro forma statement of operations.
|
(c) |
(i) Bristow’s Board of Directors and employees of the Predecessor and Successor Companies were and are compensated through stock awards. The pro forma adjustment reflects an incremental compensation expense in the amount of $3.8
million related to restricted stock units and stock options issued by the Successor Company in October 2019 pursuant to the new Management Incentive Plan established in the Company’s Plan of Reorganization. The Plan of Reorganization
allowed for the Successor Company Board of Directors to set the specific terms of such awards. Compensation expense is recognized assuming the stock awards were granted on April 1, 2019, adjusted for actual compensation expense included
in Bristow’s historical expense related to the former Management Incentive Plan. The amount includes $5.7 million of compensation expense, less $1.9 million historical expense recorded. Refer to “Note 14 - Employee Benefit Plans” in the
notes to Bristow’s March 31, 2020 Consolidated Financial Statements for a summary of the awards and assumptions related to the plan.
|
(d) |
To reflect the elimination of actual historical interest expense and amortization of deferred financing fees recorded in accordance with the terms of Bristow’s pre-petition debt that was either extinguished or reinstated upon emergence
from bankruptcy pursuant to the Plan of Reorganization in the amount of $28.1 million. The adjustment also includes a decrease to net interest expense of $4.5 million related to interest recorded on the court approved debtor in
possession (DIP) financing Bristow obtained while in bankruptcy. Please see “Note 9 - Debt” in the notes to Bristow’s March 31, 2020 Consolidated Financial Statements for the complete terms of its debt agreements. The adjustment
reflects a total decrease to interest expense of $32.6 million for the pro forma twelve months ended March 31, 2020.
|
(e) |
In connection with Bristow’s Chapter 11 proceedings and emergence from bankruptcy, Bristow incurred certain expenses and recorded certain gains and losses as Reorganization items. Because these items are directly attributable to
Bristow’s emergence from bankruptcy, are included in the historical results and are not expected to have a continuing impact on the Combined Company’s results, they have been eliminated from the pro forma statement of operations.
Reorganization items for the pro forma twelve months ended March 31, 2020 are summarized as follows:
|
Pro Forma Twelve-months
ended March 31, 2020
|
||||
Gain on settlement of liabilities subject to compromise
|
$
|
265,591
|
||
Fresh-start accounting adjustments
|
(686,116
|
)
|
||
Reorganization professional fees and other
|
(204,680
|
)
|
||
Pro forma decrease in Reorganization expense, net
|
$
|
(625,205
|
)
|
(f) |
To reflect the tax effect of the pro forma adjustments by applying the statutory rate as if the pro forma transactions had occurred as of April 1, 2019.
|
(g) |
To reflect the fresh start accounting adjustment for the write off of certain contracts recorded as deferred revenue in which Bristow was no longer obligated to provide services. The pro forma adjustment reduces revenue for the pro
forma twelve month period by $1.3 million.
|
(h) |
To reflect an overall increase to Direct cost resulting from the application of fresh start accounting of $5.8 million. Direct costs increased due to amortization expense of $11.2 million related to an intangible asset recognized for
Bristow’s contracts in which maintenance is covered by the manufacturer in exchange for a fee per flight hour. The increase was offset by a decrease of $5.5 million due to the re-valuation and write off of certain contract costs with the
application of fresh start accounting.
|
(i) |
To reflect a net decrease of $30.7 million to depreciation and amortization expense due to the application of fresh start accounting. The revised fair values of Bristow’s aircraft and equipment resulted in a decrease to depreciation
expense of $35.3 million for the pro forma twelve month period ended December 31, 2019. This decrease was offset by an increase in amortization expense related to a customer relationship intangible asset recognized upon emergence from
bankruptcy of $4.6 million.
|
(j) |
Upon emergence from bankruptcy Bristow’s reinstated debt agreements were fair valued with the application of fresh start accounting. The pro forma adjustment reflects the amortization of the discount recognized when recording the debt
at fair value. The amortization of this discount utilizing the effective interest method resulted in an increase to interest expense of $8.0 million for the pro forma twelve months ended March 31, 2020.
|
(k) |
To reflect the fresh start accounting adjustment for the write off of certain contracts with affiliates. The pro forma adjustment reduces revenue for the pro forma twelve month period by $1.7 million.
|
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