Exhibit 99.1
SUPPLEMENTAL DISCLOSURES
(excerpted from the Company’s preliminary offering memorandum)
Non-GAAP Financial Measures
In addition to information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company presents herein as additionalnon-GAAP financial metrics:
| • | | Earnings before interest expense, income taxes, depreciation, amortization and gains or losses on asset dispositions or impairments (“EBITDA”); |
| • | | EBITDA of PHI combined with EBITDA of the international offshore aviation services business that we purchased from HNZ Group Inc. on December 29, 2017 (the “HNZ Offshore Business”), prepared as if we instead acquired such business on the first day of the periods presented herein (“Combined EBITDA”); and |
| • | | Combined EBITDA, as adjusted either to exclude certainnon-recurring items or to reflect the full reporting period effect of certain specified transactions that occurred in 2017 or early 2018 (“Adjusted Combined EBITDA” and, collectively with EBITDA and Combined EBITDA, the “Supplemental Metrics”). |
The Company uses some or all of the Supplemental Metrics, or variants of them, in a variety of ways, including to monitor the profitability of its operations, to compare its performance to that of its peers, to evaluate contract opportunities, and as performance metrics under its incentive-based compensation awards. EBITDA is an accrual-based measure that has the effect of excludingperiod-to-period changes in working capital and shows profitability without regard to the effects of capital or tax structure. Combined EBITDA and Adjusted Combined EBITDA are both intended to depict the performance of our business during the periods presented herein after reflecting the full-year impact of our HNZ acquisition and various other transactions impacting our revenues and costs. For these reasons, the Company believes the Supplemental Metrics may be helpful to investors in analyzing trends in the profitability of its continuing core operations or making comparisons to other companies with different capital or tax structures. The Company has been advised that metrics similar to EBITDA are measures frequently used to evaluate the performance of companies with substantial leverage, and that certain of the Company’s primary stakeholders (including its stockholders, bondholders and banks) from time to time may use EBITDA, or a comparable metric, to evaluate the Company’speriod-to-period performance. The Supplemental Metrics do not represent the residual cash flow available for discretionary expenditures and have other important limitations as analytical tools. The Supplemental Metrics should not be viewed in isolation and should not be considered an alternative to, or more meaningful than, amounts determined in accordance with GAAP, including: (a) operating income as an indicator of operating performance or (b) cash provided by operating activities as a measure of liquidity. For these reasons, the Company uses operating income to measure the Company’s operating performance and uses the Supplemental Metrics only as supplemental measures thereof.
The Supplemental Metrics exclude some, but not all, items that affect net income, and our calculation or use of these measures may vary from how other companies calculate or use these measures or other similarly-titled measures. Moreover, our Combined EBITDA and Adjusted Combined EBITDA figures included herein have not been prepared in conformity with SEC rules governing the preparation of pro forma financial data under RegulationS-X. See “Summary Consolidated Financial Data” for more detailed definitions of the Supplemental Metrics and reconciliations thereof to the most directly comparable GAAP measures.
Summary Consolidated Financial Data
The following tables present summary consolidated financial and other data for the years ended December 31, 2015, 2016 and 2017 and for the three and twelve-month periods noted below. The summary consolidated financial and other data for the years ended December 31, 2015, 2016 and 2017 are derived from, and should be read together with, our audited consolidated financial statements and notes thereto. The unaudited consolidated interim historical financial and other data for the three months ended March 31, 2018 and 2017 are derived from, and should be read together with, our unaudited condensed consolidated financial statements and the notes related thereto. The summary consolidated data for the last twelve months ended March 31, 2018 have been derived from our audited and unaudited consolidated financial statements. Amounts for the last twelve months ended March 31, 2018 are calculated as the corresponding amounts for the three months ended March 31, 2018 plus the corresponding amounts for the year ended December 31, 2017 less the corresponding amounts for the three months ended March 31, 2017. The operating results for any period should not be considered indicative of results for any future period and the interim results and last twelve months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year. The financial data below is only a summary and should be read
together with, and is qualified in its entirety by reference to, such historical consolidated financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all of which are included elsewhere herein.
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| | (in thousands) | | | | | | | |
| | Years ended December 31, | | | Three months ended March 31, | | | Last twelve months ended | |
Statement of operations summary data | | 2015 | | | 2016 | | | 2017 | | | 2017 | | | 2018 | | | March 31, 2018 | |
| | | | | (Unaudited) | | | (Unaudited) | |
Operating revenues, net | | $ | 804,228 | | | $ | 634,098 | | | $ | 579,545 | | | $ | 134,618 | | | $ | 160,370 | | | $ | 605,297 | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Direct expenses | | | 687,050 | | | | 592,550 | | | | 546,699 | | | | 136,513 | | | | 156,226 | | | | 566,412 | |
Selling, general and administrative | | | 46,422 | | | | 44,418 | | | | 53,817 | | | | 13,044 | | | | 15,459 | | | | 56,232 | |
Interest expense | | | 29,066 | | | | 30,644 | | | | 32,183 | | | | 8,195 | | | | 8,197 | | | | 32,185 | |
Loss (gain) on disposition of assets, net | | | 339 | | | | (3,350 | ) | | | 298 | | | | — | | | | 879 | | | | 1,177 | |
Equity in loss (profit) of unconsolidated affiliate | | | 306 | | | | (151 | ) | | | 385 | | | | 1,003 | | | | 37 | | | | (581 | ) |
Impairments of assets | | | — | | | | 407 | | | | 368 | | | | — | | | | — | | | | 368 | |
Other loss (income), net | | | (2,211 | ) | | | (3,271 | ) | | | (2,764 | ) | | | (1,064 | ) | | | 1,045 | | | | (655 | ) |
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Earnings (loss) before income taxes | | | 43,256 | | | | (27,149 | ) | | | (51,441 | ) | | | (23,073 | ) | | | (21,473 | ) | | | (49,841 | ) |
Income tax expense (benefit) | | | 16,332 | | | | (469 | ) | | | (58,973 | ) | | | (7,825 | ) | | | (4,490 | ) | | | (55,638 | ) |
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Net earnings (loss)(1) | | $ | 26,924 | | | $ | (26,680 | ) | | $ | 7,532 | | | $ | (15,248 | ) | | $ | (16,983 | ) | | $ | 5,797 | |
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Other financial data | | | | | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | $ | (57,123 | ) | | $ | (81,842 | ) | | $ | (56,757 | ) | | $ | (4,789 | ) | | $ | (6,665 | ) | | $ | (58,633 | ) |
Gross proceeds from asset dispositions | | | 5,236 | | | | 14,983 | | | | 1,296 | | | | — | | | | 842 | | | | 2,138 | |
EBITDA(2)(3) | | | | | | | | | | | 39,291 | | | | | | | | 4,171 | | | | 46,618 | |
Combined EBITDA(2)(3) | | | | | | | | | | | 54,377 | | | | | | | | 4,171 | | | | 58,461 | |
Adjusted Combined EBITDA(2)(3) | | | | | | | | | | | 71,862 | | | | | | | | 6,679 | | | | 69,671 | |
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Statement of cash flows summary data | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 133,918 | | | $ | (564 | ) | | $ | (19,103 | ) | | $ | (8,253 | ) | | $ | (1,432 | ) | | $ | (12,282 | ) |
Net cash used in investing activities, including capital expenditures | | | (149,833 | ) | | | (75,218 | ) | | | 42,033 | | | | 7,937 | | | | (4,157 | ) | | | 29,939 | |
Net cash provided by (used in) financing activities | | | 12,052 | | | | 75,971 | | | | (16,756 | ) | | | 1,400 | | | | 4,250 | | | | (13,906 | ) |
(1) | Net earnings in 2017 includes a net tax benefit of $49.2 million related to the remeasurement of our net deferred tax liability under the Tax Cuts and Jobs Act. Net earnings in 2016 includes anafter-tax charge of $1.0 million related to voluntary early retirement programs. Net earnings in 2015 includes anafter-tax charge of $8.8 million related to voluntary early retirement programs. |
(2) | EBITDA is defined as net earnings before interest expense, income taxes,depreciation, amortization and gains or losses on asset dispositions or impairments. Combined EBITDA is defined as EBITDA of PHI combined with EBITDA of the HNZ Offshore Business, prepared as if we acquired such business on the first day of the period presented below. Adjusted Combined EBITDA is defined as Combined EBITDA adjusted either to exclude certainnon-recurring items or to reflect the full reporting period impact of certain transactions that occurred in 2017 or early 2018 that reduced our costs or enhanced our revenues, as described in greater detail in note 3 below. The Company has been advised that metrics similar to EBITDA arefrequently used to evaluate the performance of companies with substantial leverage and that certain of the Company’s primary stakeholders (including its stockholders, bondholders and banks) from time to time may use EBITDA, or a comparable metric, to evaluate the Company’s period to period performance. The Supplemental Metrics are not measures of financial performance underGAAP, and the itemsexcluded therefrom are significantcomponents in understanding and assessing our financialperformance. The Supplemental Metrics should not be consideredin isolation or as alternatives to amounts determined in accordance with GAAP. Because the Supplemental Metricsare not measurements determined inaccordance with GAAPand are thus susceptible to varying calculations,the Supplemental Metrics as presented may not be comparable toother similarly-titled measures of other companies. For more information, see“Non-GAAP Financial Measures”. |
(3) | The following table sets forth the manner in which we calculated EBITDA, Combined EBITDA and AdjustedCombinedEBITDA for the year ended December 31, 2017, the three months ended March 31, 2018 and the last twelve months ended March 31, 2018 for purposes of the preliminary offering memorandum: |
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(in thousands; unaudited) | | | | | | | | | |
| | Year ended December 31, 2017 | | | Three months ended March 31, 2018 | | | Last twelve months ended March 31, 2018 | |
Net earnings | | $ | 7,532 | | | $ | (16,983 | ) | | $ | 5,797 | |
Interest expense | | | 32,183 | | | | 8,197 | | | | 32,185 | |
Income tax expense (benefit) | | | (58,973 | ) | | | (4,490 | ) | | | (55,638 | ) |
Depreciation and amortization(a) | | | 57,883 | | | | 16,569 | | | | 62,729 | |
Loss on disposition of assets | | | 298 | | | | 879 | | | | 1,177 | |
Impairment of assets | | | 368 | | | | — | | | | 368 | |
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EBITDA | | | 39,291 | | | | 4,171 | | | | 46,618 | |
EBITDA from acquired business(b) | | | 15,086 | | | | — | | | | 11,843 | |
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Combined EBITDA(c) | | | 54,377 | | | | 4,171 | | | | 58,461 | |
Aircraft warranty credit(d) | | | (9,875 | ) | | | — | | | | (9,875 | ) |
Headcount reduction cost savings(e) | | | 7,381 | | | | — | | | | 5,772 | |
Pilot pay adjustments(f) | | | 4,680 | | | | — | | | | 4,077 | |
Recent base closures(g) | | | 4,186 | | | | 504 | | | | 4,186 | |
Warranty program contract(h) | | | 4,235 | | | | 1,776 | | | | 1,776 | |
Professional fees(i) | | | 3,403 | | | | 228 | | | | 2,995 | |
Recent contract wins(j) | | | 3,475 | | | | — | | | | 2,279 | |
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Adjusted Combined EBITDA | | $ | 71,862 | | | $ | 6,679 | | | $ | 69,671 | |
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(a) | Excludes for purposes of this presentation the amortization of approximately $12.5 million, $3.9 million, and $10.3 million ofpre-paid expenses for the year ended December 31, 2017, the three months ended March 31, 2018, and the last twelve months ended March 31, 2018, respectively. |
(b) | Reflects 2017 EBITDA generated by the HNZ Offshore Business that we acquired on December 29, 2017. The results of our operations prepared in accordance with GAAP reflect the operating results of the HNZ Offshore Business only since January 1, 2018. |
(c) | Derived by adding EBITDA and EBITDA from acquired business, without reflecting any adjustments. “Combined EBITDA” has not been prepared in conformity with SEC rules governing the preparation of pro forma financial data under RegulationS-X. |
(d) | Reflects the exclusion of anon-recurring credit of $9.9 million received by us in 2017 from a warranty provider in connection with our cancellation of a warranty program relating to a portion of our fleet of medium aircraft. |
(e) | Reflects (i) the additional 2017 cost savings that we estimate would have been realized if our reduction in headcount of maintenance and base personnel during 2017 had instead been implemented on the first day of the period presented and (ii) the exclusion of $3.2 million and $1.6 million of relatednon-recurring severance pay for the year ended December 31, 2017 and the last twelve months ended March 31, 2018, respectively. |
(f) | Reflects the additional cost savings that we estimate we would have realized if the market adjustments we implemented inmid-2017 to our pilot pay practices had instead been implemented on the first day of the period presented. |
(g) | Reflects the additional cost savings that we estimate we would have realized if each of the four bases that we closed between June 2017 and February 2018 had instead been closed on the first day of the period presented. |
(h) | Reflects the cost savings we estimate we would have realized in 2017 had a warranty program contract entered into in early 2018 been in effect beginning on the first day of the period presented. |
(i) | Excludes certainnon-recurring legal, consulting and other professional fees incurred in connection with reviewing strategic transactions that we ultimately did not pursue. |
(j) | We began operations with respect to newly-awarded contracts in Australia and Canada in April 2017 and June 2017, respectively. Reflects the additional EBITDA that we estimate we would have generated during 2017 had operations with respect to these contracts instead commenced on the first day of the period presented. |
Fleet Valuation
Based on “desktop” valuations prepared by third parties, the Company estimates the value of its fleet (excluding leased helicopters, customer-owned helicopters, two additional fixed wing aircraft for corporate use and six Bell 206 helicopters held for sale in the Oil & Gas segment) was approximately $857 million at December 31, 2017. These desktop valuations are based on limited information, without any physical inspections of the helicopters. No appraisal has been made in connection with the Company’s offering, and the value of the fleet in the event of liquidation may be materially different from the book value.