EX-99.1 2 d207151dex991.htm EX-99.1 EX-99.1

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 additional non-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 certain non-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 excluding period-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’s period-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 Regulation S-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.

 

     (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
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings (loss)(1)

   $ 26,924     $ (26,680   $ 7,532     $ (15,248   $ (16,983   $ 5,797  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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  

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 an after-tax charge of $1.0 million related to voluntary early retirement programs. Net earnings in 2015 includes an after-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 certain non-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 are 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’s period to period performance. The Supplemental Metrics are not measures of financial performance under GAAP, and the items excluded therefrom are significant components in understanding and assessing our financial performance. The Supplemental Metrics should not be considered in isolation or as alternatives to amounts determined in accordance with GAAP. Because the Supplemental Metrics are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, the Supplemental Metrics as presented may not be comparable to other 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 Adjusted Combined EBITDA 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:

 

(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  
  

 

 

    

 

 

    

 

 

 

EBITDA

     39,291        4,171        46,618  

EBITDA from acquired business(b)

     15,086        —          11,843  
  

 

 

    

 

 

    

 

 

 

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  
  

 

 

    

 

 

    

 

 

 

Adjusted Combined EBITDA

   $ 71,862      $ 6,679      $ 69,671  
  

 

 

    

 

 

    

 

 

 

 

(a) Excludes for purposes of this presentation the amortization of approximately $12.5 million, $3.9 million, and $10.3 million of pre-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 Regulation S-X.
(d) Reflects the exclusion of a non-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 related non-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 in mid-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 certain non-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.