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Philips recognized in Gartner’s 2020 Market Guide for Virtual Care Solutions

November 5, 2020

The ability to support the delivery of virtual care is now a must-have capability for all healthcare delivery organizations identified in report

Amsterdam, the Netherlands – Royal Philips (NYSE: PHG, AEX: PHIA), a global leader in health technology, today announced that it has been identified as a Representative Vendor in the Gartner “Market Guide for Virtual Care Solutions” report [1]. The report underscores that “virtual care solutions enable healthcare delivery organizations to provide high-quality, cost-effective clinical care at a distance.” Such solutions help seamlessly drive clinical and operational efficiencies by empowering clinicians with key patient data to enhance decision-making.

“We are pleased that Gartner has recognized Philips as a Representative Vendor for its enterprise virtual care portfolio and telehealth portfolio in their recent Market Guide,” said Roy Jakobs, Chief Business Leader Connected Care at Royal Philips. “Virtual care has empowered clinicians to meet patient needs, even during COVID-19. By strategically partnering with our customers, Philips is helping health systems build programs to address the immediate demands of the pandemic, while also building sustainable and scalable systems that will extend beyond COVID-19 to enable the right care anywhere, anytime.”

In its report, Gartner identified five critical capabilities for virtual care solutions – (a) clinician experience, (b) patient experience, (c) artificial intelligence, (d) information capture for billing and reporting, and (e) modular, open solutions. Philips was included as a Representative Vendor based on its telehealth and virtual care solutions. Moreover, Philips aims to meet healthcare providers’ needs through its platform-based virtual care approach to help deliver on the quadruple aim of care: improving health outcomes and lowering the cost of care, while also improving the patient and care provider experience.

More information on Philips’ enterprise telehealth solutions portfolio can be accessed here.

The Gartner Market Guide on Virtual Care can be accessed here.

[1] Gartner, “Market Guide for Virtual Care Solutions”, Sharon Hakkennes, Pooja Singh, 26 October 2020.

Gartner Disclaimer: Gartner does not endorse any vendor, product or service depicted in our research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

For further information, please contact:

Anna Hogrebe
Philips Global Press Office
Tel.: +1 416 270 6757
E-mail: anna.hogrebe@philips.com

About Royal Philips

Royal Philips (NYSE: PHG, AEX: PHIA) is a leading health technology company focused on improving people’s health and well-being, and enabling better outcomes across the health continuum – from healthy living and prevention, to diagnosis, treatment and home care. Philips leverages advanced technology and deep clinical and consumer insights to deliver integrated solutions. Headquartered in the Netherlands, the company is a leader in diagnostic imaging, image-guided therapy, patient monitoring and health informatics, as well as in consumer health and home care. Philips generated 2019 sales of EUR 19.5 billion and employs approximately 81,000 employees with sales and services in more than 100 countries. News about Philips can be found at www.philips.com/newscenter.

Attachment

 

2020 Third Quarter Results

The following is an extract from the “CNH Industrial 2020 third quarter results” press release. The complete press release can be accessed by visiting the media section of the CNH Industrial corporate website: https://www.cnhindustrial.com/en-us/media/press_releases/Pages/default.aspx or consulting the accompanying PDF:

CNH Industrial reports strong results, with all divisions performing ahead of earlier expectations. Consolidated revenues were $6.5 billion, adjusted net income was $156 million, and positive free cash flow of Industrial Activities was $1.0 billion. At quarter end, available liquidity was $13.2 billion.

Financial results presented under U.S. GAAP

  • Net sales of Industrial Activities up 4% (up 4% at constant currency), primarily driven by an 11% increase in Agriculture.
  • Adjusted EBIT of Industrial Activities of $238 million, compared to $284 million in 2019 which included a $50 million gain realized from granting to Nikola Corporation access to certain Iveco technology as in-kind contribution for stock issuance. Positive price realization in Agriculture and Commercial and Specialty Vehicles, and cost containment actions across all segments fully offset negative mix.
  • Adjusted net income of $156 million (or adjusted diluted earnings per share of $0.11) after excluding, from the $932 million reported net loss, the $1,207 million negative fair value adjustment of the investment in Nikola Corporation, and a tax benefit of $82 million due to the release of valuation allowances on deferred tax assets in certain jurisdictions.
  • Reported income tax benefit of $15 million and adjusted income tax expense of $81 million, with adjusted effective tax rate (adjusted ETR) of 38%, which reflects the impact of pre-tax losses in jurisdictions where tax benefits are not recognized and excludes the release of deferred tax valuation allowances referred to above.
  • Positive free cash flow of Industrial Activities of $987 million resulting from a reduction in working capital and a variety of cash preservation measures. Total Debt of $24.7 billion and net debt of Industrial Activitieof $1.5 billion, a reduction of $0.8 billion compared to June 30, 2020.
  • Available liquidity of $13.2 billion at September 30, 2020. In July, CNH Industrial Capital LLC issued $600 million in aggregate principal amount of 1.950% Notes due 2023. Subsequent to the quarter-end, in October, CNH Industrial Capital LLC also issued $500 million in aggregate principal amount of 1.875% Notes due 2026.

Attachment

 

II-VI Incorporated Reports Fiscal 2021 First Quarter Results

  • Quarterly Revenue of $728.1 million
  • Quarterly GAAP Operating Income of $101.1 million
  • Quarterly Non-GAAP Operating Income of $138.9 million
  • Quarterly GAAP EPS of $0.38
  • Quarterly Non-GAAP EPS of $0.84
  • September 30, 2020 net debt leverage ratio was 1.3x, reduced from 3.8x at June 30, 20201

PITTSBURGH, Nov. 05, 2020 (GLOBE NEWSWIRE) — II-VI Incorporated (Nasdaq:IIVI) (“II-VI,” “We” or the “Company”) today reported results for its fiscal 2021 first quarter ended September 30, 2020.

“We delivered many highlights in the first quarter of FY21 while we continued our relentless focus on risk management and employee safety in the face of Covid-19. The sustained leadership of our diversified and broad product portfolio, strong results that reflected expanding trends in all of our end markets, navigation of the new trade restrictions and the achievement of greater share of the 3D Sensing market, were only a few of the tremendous accomplishments this quarter. September 24th, 2020 was the 12-month anniversary of the largest acquisition in our history, allowing us to demonstrate our ability to identify and scale our merger integration skills. I am pleased that we have achieved increased revenues, delivered synergies ahead of schedule, increased gross margins 330 basis points, and reengaged a number of customers that were on the sidelines before the transaction was approved. Given the demand we are seeing for our datacom and telecom products, this timely acquisition was and continues to be consistent with our strategy to count on some of the world’s greatest mega trends such as 5G and Cloud Computing to deliver a sustainable growth,” said Dr. Vincent D. (Chuck) Mattera, Jr.

Dr. Mattera continued, “Our greater 3D sensing share is demonstrated by the 200% year over year growth, and we were able to deliver strong results in the quarter for the entire business, despite the new trade restrictions. We strengthened our balance sheet through a successful capital raise of $920M with the enthusiastic support of our shareholders, moving our net debt leverage ratio1 down to 1.3x and increasing our cash balance to $684M. In the midst of the Finisar integration, we continued to position II-VI for incremental growth opportunities as we closed both the Ascatron and Innovion acquisitions, to expand our SiC materials expertise into modules and devices to serve the anticipated growth in demand of the power market as the electrification of transportation accelerates.”

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1 The net debt leverage ratio is calculated in accordance with the terms of the Credit Agreement.

Table 1
Financial Metrics
$ Millions, except per share amounts and %
(Unaudited) Three Months Ended
Sept 30, Jun 30, Sept 30,
2020 2020 2019
Revenues $ 728.1 $ 746.2 $ 340.4
GAAP Gross Profit $ 286.6 $ 302.2 $ 123.1
Non-GAAP Gross Profit (2) $ 288.4 $ 315.7 $ 123.7
GAAP Operating Income (Loss) (1) $ 101.1 $ 67.4 $ (18.5 )
Non-GAAP Operating Income (2) $ 138.9 $ 124.6 $ 49.0
GAAP Net Earnings (Loss) $ 46.3 $ 51.3 $ (26.0 )
Non-GAAP Net Earnings (2) $ 100.4 $ 117.8 $ 35.8
GAAP Diluted Earnings (Loss) Per Share $ 0.38 $ 0.53 $ (0.39 )
Non-GAAP Diluted Earnings Per Share (2)(3) $ 0.84 $ 1.18 $ 0.53
Other Selected Financial Metrics
GAAP Gross margin 39.4% 40.5% 36.2%
Non-GAAP gross margin (2) 39.6% 42.3% 36.3%
GAAP Operating margin 13.9% 9.0% (5.4)%
Non-GAAP operating margin (2) 19.1% 16.7% 14.4%
GAAP Return on sales 6.4% 6.9% (7.6)%
Non-GAAP return on sales (2) 13.8% 15.8% 10.5%
(1) GAAP Operating income (loss) is defined as earnings (loss) before income taxes, interest expense and other expense or income, net.
(2) All non-GAAP amounts exclude certain adjustments for share-based compensation, acquired intangible amortization expense, certain one-time transaction expenses, fair value measurement period adjustments, and restructuring and related items. See Table 4 for the Reconciliation of GAAP measures to non-GAAP measures.
(3) Diluted earnings per common share on non-GAAP basis for the September 30, 2019 period have been updated from $0.56, to include the dilutive impact of our outstanding 0.25% convertible senior notes due 2022 (the “2022 convertible senior notes”).

Outlook

The outlook for the second fiscal quarter ending December 31, 2020 is revenue of $750.0 million to $780.0 million and earnings per diluted share on a non-GAAP basis of $0.86 to $0.95. This is at today’s exchange rate and today’s estimated tax impact of 24%. Both of these are subject to variability. For the non-GAAP earnings per share, we added back to the GAAP earnings pre-tax amounts of $21 million in amortization, $17 million in share-based compensation, and $2 million in transaction costs. Non-GAAP adjustments are by their nature highly volatile and we have low visibility as to the range that may be incurred in the future.

Conference Call & Webcast Information

The Company will host a conference call at 9:00 a.m. Eastern Time on Thursday, November 5, 2020 to discuss these results. Individuals wishing to participate in the webcast can access the event at the Company’s web site by visiting www.ii-vi.com or via https://tinyurl.com/IIVIQ1FY21Earnings. If you wish to participate in the conference call, please dial +1 (877) 316-5288 for calls from the U.S. and +1 (734) 385-4977 for calls from outside the U.S. To join the conference call, please enter ID# 4349251, then provide your name and company affiliation.

The conference call will be recorded, and a replay will be available to interested parties who are unable to attend the live call. This service will be available until 11:59 p.m. Eastern Time on Monday, November 9, 2020, by dialing +1 (855) 859-2056 for calls from the U.S. and +1 (404) 537-3406 for calls from outside the U.S., and entering ID# 4349251.

About II-VI Incorporated

II-VI Incorporated, a global leader in engineered materials and optoelectronic components, is a vertically integrated manufacturing company that develops innovative products for diversified applications in communications, materials processing, aerospace & defense, semiconductor capital equipment, life sciences, consumer electronics, and automotive markets. Headquartered in Saxonburg, Pennsylvania, the Company has research and development, manufacturing, sales, service, and distribution facilities worldwide. The Company produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to support our customers. For more information, please visit us at www.ii-vi.com.

Forward-looking Statements

This press release contains forward-looking statements relating to future events and expectations that are based on certain assumptions and contingencies. The forward-looking statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The forward-looking statements in this press release involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures.

The Company believes that all forward-looking statements made by it in this release have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020; (iii) the purchasing patterns of customers and end-users; (iv) the timely release of new products, and acceptance of such new products by the market; (v) the introduction of new products by competitors and other competitive responses; (vi) the Company’s ability to assimilate recently acquired businesses, and risks, costs and uncertainties associated with such acquisitions; (vii) the Company’s ability to devise and execute strategies to respond to market conditions; and/or (viii) the risks of business and economic disruption related to the currently ongoing COVID-19 outbreak and any other worldwide health epidemics and outbreaks that may arise.  The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.

Use of Non-GAAP Financial Measures

The Company has disclosed financial measurements in this press release that present financial information considered to be non-GAAP financial measures. These measurements are not a substitute for GAAP measurements, although the Company’s management uses these measurements as an aid in monitoring the Company’s on-going financial performance. The non-GAAP net earnings, the non-GAAP earnings per share, the non-GAAP operating income, the non-GAAP gross profit, the non-GAAP internal research and development, the non-GAAP selling, general and administration, the non-GAAP interest and other (income) expense, and the non-GAAP income tax (benefit), measure earnings and operating income (loss), respectively, excluding non-recurring or unusual items that are considered by management to be outside the Company’s standard operation and excluding certain non-cash items. EBITDA is an adjusted non-GAAP financial measurement that is considered by management to be useful in measuring the profitability between companies within the industry by reflecting operating results of the Company excluding non-operating factors. There are limitations associated with the use of non-GAAP financial measures, including that such measures may not be entirely comparable to similarly titled measures used by other companies, due to potential differences among calculation methodologies. Thus, there can be no assurance whether (i) items excluded from the non-GAAP financial measures will occur in the future or (ii) there will be cash costs associated with items excluded from the non-GAAP financial measures. The Company compensates for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by providing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures. Investors should consider adjusted measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP.

 

II-VI Incorporated and Subsidiaries
Condensed Consolidated Statement of Earnings (Loss) (Unaudited)
($000 except per share data)
Three Months Ended
Sept 30, Jun 30, Sept 30,
2020 2020 2019
Revenues $ 728,084 $ 746,290 $ 340,409
Costs, Expenses & Other Expense (Income)
Cost of goods sold 441,520 444,153 217,269
Internal research and development 78,248 100,489 36,120
Selling, general and administrative 107,186 134,152 105,495
Interest expense 17,214 25,521 6,968
Other expense (income), net 24,339 1,264 5,079
Total Costs, Expenses, & Other Expense (Income) 668,507 705,579 370,931
Earnings (Loss) Before Income Taxes 59,577 40,711 (30,522 )
Income Taxes 13,311 (10,550 ) (4,524 )
Net Earnings (Loss) $ 46,266 $ 51,261 $ (25,998 )
Series A Mandatory Convertible Preferred Stock Dividends 6,440
Net Earnings (Loss) available to the Common Shareholders 39,826 51,261 (25,998 )
Diluted Earnings (Loss) Per Share $ 0.38 $ 0.53 $ (0.39 )
Basic Earnings (Loss) Per Share $ 0.39 $ 0.56 $ (0.39 )
Average Shares Outstanding  – Diluted 105,247 102,142 65,969
Average Shares Outstanding  – Basic 102,809 91,517 65,969
II-VI Incorporated and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
($000)
September 30, June 30,
2020 2020
Assets
Current Assets
Cash and cash equivalents $ 683,985 $ 493,046
Accounts receivable 577,127 598,124
Inventories 639,833 619,810
Prepaid and refundable income taxes 12,794 12,279
Prepaid and other current assets 78,003 65,710
Total Current Assets 1,991,742 1,788,969
Property, plant & equipment, net 1,218,575 1,214,772
Goodwill 1,254,338 1,239,009
Other intangible assets, net 757,770 758,368
Investments 75,188 73,767
Deferred income taxes 27,940 22,938
Other assets 145,066 136,891
Total Assets $ 5,470,619 $ 5,234,714
Liabilities and Shareholders’ Equity
Current Liabilities
Current portion of long-term debt $ 62,050 $ 69,250
Accounts payable 256,029 268,773
Operating lease current liabilities 24,142 24,634
Accruals and other current liabilities 302,672 310,236
Total Current Liabilities 644,893 672,893
Long-term debt 1,468,096 2,186,092
Deferred income taxes 55,031 45,551
Operating lease liabilities 99,566 94,701
Other liabilities 156,356 158,674
Total Liabilities 2,423,942 3,157,911
Total Shareholders’ Equity 3,046,677 2,076,803
Total Liabilities and Shareholders’ Equity $ 5,470,619 $ 5,234,714
II-VI Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
September 30,
2020 2019
Cash Flows from Operating Activities
Net cash provided by (used in) operating activities $ 134,327 $ (25,615 )
Cash Flows from Investing Activities
Additions to property, plant & equipment (33,792 ) (25,636 )
Purchases of businesses, net of cash acquired (36,064 ) (1,036,609 )
Other investing activities (1,940 )
Net cash used in investing activities (69,856 ) (1,064,185 )
Cash Flows from Financing Activities
Proceeds from issuance of common shares 460,000
Proceeds from issuance of preferred shares 460,000
Proceeds from borrowings of Term A Facility 680,000
Proceeds from borrowings of Term B Facility 720,000
Proceeds from borrowings of Revolving Credit Facility 160,000
Proceeds from borrowings under prior Credit Facility 10,000
Payments on borrowings under prior Term Loan, Credit Facility and other loans (172,780 )
Payments on borrowings under Term A Facility (15,513 )
Payments on borrowings under Term B Facility (714,600 )
Payments on borrowings under Revolving Credit Facility (25,000 )
Debt issuance costs (63,510 )
Equity issuance costs (36,092 )
Proceeds from exercises of stock options 1,083 2,975
Payments in satisfaction of employees’ minimum tax obligations (5,574 ) (9,418 )
Other financing activities (1,329 ) (660 )
Net cash provided by financing activities 122,975 1,326,607
Effect of exchange rate changes on cash and cash equivalents 3,493 (2,128 )
Net increase in cash and cash equivalents 190,939 234,679
Cash and Cash Equivalents at Beginning of Period 493,046 204,872
Cash and Cash Equivalents at End of Period $ 683,985 $ 439,551
Table 2
Segment Revenues, GAAP Operating Income (Loss) & Margins, and
Non-GAAP Operating Income (Loss) & Margins*
$ Millions, except %
(Unaudited) Three Months Ended
Sept 30, Jun 30, Sept 30,
2020 2020 2019
Revenues:
Photonic Solutions $ 497.7 $ 517.2 $ 141.4
Compound Semiconductors 230.4 229.0 177.0
Unallocated and Other 22.1
Consolidated $ 728.1 $ 746.2 $ 340.4
GAAP Operating Income (Loss):
Photonic Solutions $ 50.4 $ 49.1 $ 13.0
Compound Semiconductors 50.7 19.6 26.5
Unallocated and Other (1.3 ) (58.0 )
Consolidated $ 101.1 $ 67.4 $ (18.5 )
Non-GAAP Operating Income (Loss):
Photonic Solutions $ 78.2 $ 88.8 $ 17.9
Compound Semiconductors 60.7 35.8 31.2
Unallocated and Other (0.2 )
Consolidated $ 138.9 $ 124.6 $ 49.0
GAAP Operating Margin:
Photonic Solutions 10.1% 9.5% 9.2%
Compound Semiconductors 22.0% 8.6% 15.0%
Unallocated and Other NA NA NA
Consolidated 13.9% 9.0% -5.4%
Non-GAAP Operating Margin:
Photonic Solutions 15.7% 17.2% 12.7%
Compound Semiconductors 26.4% 15.6% 17.6%
Unallocated and Other NA NA NA
Consolidated 19.1% 16.7% 14.4%
Table 3
Reconciliation of Segment Non-GAAP Operating Income (Loss) to
GAAP Segment Operating Income (Loss)
$ Millions
(Unaudited) Three Months Ended
Sept 30, Jun 30, Sept 30,
2020 2020 2019
Non-GAAP Photonic Solutions Operating Income $ 78.2 $ 88.8 $ 17.9
Measurement period adjustment on long-lived assets (1.9 )
Share-based compensation (10.5 ) (17.9 ) (2.7 )
Amortization of acquired intangibles (17.3 ) (15.9 ) (2.1 )
Restructuring and related expenses (4.0 )
Photonic Solutions GAAP Operating Income (Loss) $ 50.4 $ 49.1 $ 13.0
Non-GAAP Compound Semiconductors Operating Income $ 60.7 $ 35.8 $ 31.2
Measurement period adjustment on long-lived assets (7.2 )
Share-based compensation (5.0 ) (6.1 ) (2.7 )
Amortization of acquired intangibles (2.9 ) (2.9 ) (2.0 )
Transaction expenses related to acquisitions (2.1 )
Compound Semiconductors GAAP Operating Income (Loss) $ 50.7 $ 19.6 $ 26.5
Non-GAAP Unallocated and Other Operating Income (Loss) $ $ $ (0.2 )
Finisar results 1.9
Transaction expenses related to acquisitions (1.3 ) (5.4 )
Severance and related – Share-based compensation (10.7 )
Severance and related – Other compensation (7.7 )
Amortization of acquired intangibles (2.0 )
Preliminary fair value adjustment on acquired inventory (7.1 )
One-time costs related to the Finisar acquisition (26.8 )
Unallocated and Other GAAP Operating Income (Loss) $ $ (1.3 ) $ (58.0 )
Total GAAP Operating Income (Loss) $ 101.1 $ 67.4 $ (18.5 )
Non-GAAP Operating Income $ 138.9 $ 124.6 $ 48.9

*Amounts may not recalculate due to rounding.

Table 4
Reconciliation of GAAP Measures to non-GAAP Measures
$ Millions
(Unaudited) Three Months Ended
Sept 30, Jun 30, Sept 30,
2020 2020 2019 (8)
Gross profit on GAAP basis $ 286.6 $ 302.2 $ 123.1
Finisar results (1) (6.5 )
Share-based compensation 1.8 4.4
Fair value adjustment on acquired inventory (2) 7.1
Measurement period adjustment on long-lived assets (3) 9.1
Gross profit on non-GAAP basis $ 288.4 $ 315.7 $ 123.7
Internal research and development on GAAP basis $ 78.2 $ 100.5 $ 36.1
Share-based compensation (4) (2.6 ) (6.1 ) (0.6 )
Finisar results (1) (2.9 )
Severance, restructuring and related costs (5) (3.5 )
Internal research and development on non-GAAP basis $ 75.6 $ 90.9 $ 32.6
Selling, general and administrative on GAAP basis $ 107.2 $ 134.2 $ 105.5
Share-based compensation (4) (11.1 ) (13.5 ) (4.8 )
Transaction expenses related to acquisitions (3) (2.1 ) (1.3 ) (32.4 )
Finisar results (1) (1.7 )
Severance, restructuring and related costs (5) (0.5 ) (18.4 )
Amortization of acquired intangibles (20.2 ) (18.8 ) (6.1 )
Selling, general and administrative on non-GAAP basis $ 73.8 $ 100.2 $ 42.1
Operating income (loss) on GAAP basis $ 101.1 $ 67.5 $ (18.5 )
Finisar results (1) (1.9 )
Share-based compensation (4) 15.5 24.0 5.4
Fair value adjustment on acquired inventory (2) 7.1
Amortization of acquired intangibles 20.2 18.8 6.1
Measurement period adjustment on long-lived assets (3) 9.1
Severance, restructuring and related costs (5) 4.0 18.4
Transaction expenses related to acquisitions (6) 2.1 1.3 32.4
Operating income on non-GAAP basis $ 138.9 $ 124.6 $ 49.0
Table 4
Reconciliation of GAAP Measures to non-GAAP Measures (Continued)
$ Millions
(Unaudited) Three Months Ended
Sept 30, Jun 30, Sept 30,
2020 2020 2019 (8)
Interest and other (income) expense, net on GAAP basis $ 41.5 $ 26.8 $ 12.0
Finisar results (1) 0.3
Foreign currency exchange gains (losses), net (4.7 ) (6.3 ) (1.1 )
Additional interest expense related to Finisar acquisition (1) (1.7 )
Debt extinguishment expense (5) (7) (24.7 ) (3.9 )
Interest and other (income) expense, net on non-GAAP basis $ 12.1 $ 20.5 $ 5.6
Income taxes (benefit) on GAAP basis $ 13.3 $ (10.6 ) $ (4.5 )
Tax impact of non-GAAP measures(8) 13.1 (2.6 ) 12.8
Tax impact of fair value adjustments (0.4 )
Income taxes (benefit) on non-GAAP basis $ 26.4 $ (13.6 ) $ 8.3
Net earnings (loss) on GAAP basis $ 46.3 $ 51.3 $ (26.0 )
Finisar results (1) (1.6 )
Share-based compensation (4) 15.5 24.0 5.4
Fair value adjustment on acquired inventory (2) 7.1
Amortization of acquired intangibles 20.2 18.8 6.2
Measurement period adjustment on long-lived assets (3) 9.1
Transaction expenses related to acquisitions (6) 2.1 1.3 32.4
Severance, restructuring and related costs (5) 4.0 18.4
Foreign currency exchange (gains) losses, net 4.7 6.3 1.1
Additional interest expense related to Finisar acquisition (5) 1.7
Debt extinguishment expense  (7) 24.7 3.9
Tax impact of non-GAAP measures and fair value adjustments(8) (13.1 ) 3.0 (12.8 )
Net earnings on non-GAAP basis $ 100.4 $ 117.8 $ 35.8
Per share data:
Net earnings (loss) on GAAP basis
Diluted Earnings (Loss) Per Share $ 0.38 $ 0.53 $ (0.39 )
Basic Earnings (Loss) Per Share $ 0.39 $ 0.56 $ (0.39 )
Net earnings on non-GAAP basis
Diluted Earnings Per Share (9) $ 0.84 $ 1.18 $ 0.53
Basic Earnings Per Share $ 0.91 $ 1.29 $ 0.54

*Amounts may not recalculate due to rounding.

  1. “Finisar results” includes the consolidated Finisar operations for the period between the acquisition date of September 24, 2019 and September 30, 2019, which includes additional interest expense and debt extinguishment expense as a result of the acquisition financing.  Finisar results have been consolidated into the Photonics Solutions and Compound Semiconductors segments in periods subsequent to the three months ended September 30, 2019.
  2. The fair value adjustment of $7.1 million represents the step up value adjustment of acquired inventory from the Finisar acquisition.
  3. Represents the depreciation impact of measurement period adjustments to the fair value of long-lived assets acquired in the Finisar acquisition.
  4. Total share-based compensation expense for the three months ended September 30, 2019 includes $10.7 million incurred in relation to severance related expenses as described below in note 5.
  5. Restructuring and related costs include expenses to achieve the Company’s cost synergy strategy.  In connection with the acquisition of Finisar, the Company recorded severance and retention expense of $18.4 million for the three months ended September 30, 2019. Included in this amount is $10.7 million of share-based compensation.
  6. During fiscal year 2020, transaction costs primarily represent acquisition and integration costs related to the Finisar acquisition.
  7. The Company recorded debt extinguishment expense of $24.7 million in connection with the extinguishment of the Term B Loan Facility during the three months ended September 30, 2020.
  8. The non-GAAP financial measures for the three months ended September 30, 2019 have been adjusted to conform to the current period presentation.
  9. Diluted earnings per common share on non-GAAP basis for the September 30, 2019 period have been updated from $0.56, to include the dilutive impact of our outstanding 0.25% convertible senior notes due 2022 (the “2022 convertible senior notes”).

 

Table 5
Reconciliation of GAAP Net Income (Loss), EBITDA and Adjusted EBITDA
$ Millions
(Unaudited) Three Months Ended
Sept 30, Jun 30, Sept 30,
2020 2020 2019
Net earnings (loss) on GAAP basis $ 46.3 $ 51.3 $ (26.0 )
Income taxes (benefit) 13.3 (10.6 ) (4.5 )
Depreciation and amortization 64.7 73.8 26.9
Interest expense 17.2 25.5 7.0
EBITDA (1) $ 141.5 $ 140.0 $ 3.5
EBITDA margin 19.4  % 18.8  % 1.0  %
Fair value adjustment on acquired inventory 7.1
Share-based compensation 15.5 24.0 5.4
Transaction expenses related to other acquisitions 2.1 1.3 32.4
Foreign currency exchange (gains) losses, net 4.7 6.3 1.1
Severance, restructuring and related costs 4.0 18.4
Debt extinguishment expense 24.7 3.9
Special items – Other income (expense), net 4.3
Adjusted EBITDA (2) $ 188.5 $ 175.6 $ 75.9
Adjusted EBITDA margin 25.9  % 23.5  % 22.3  %
*Amounts may not recalculate due to rounding.
(1) EBITDA is defined as earnings before interest, income taxes, depreciation and amortization.
(2) Adjusted EBITDA excludes non-GAAP adjustments for share-based compensation, acquired intangibles amortization expense, certain one-time transaction expense, the impact of restructuring and related items, debt extinguishment charge and the impact of foreign currency exchange gains and losses.
Table 6
GAAP Earnings Per Share Calculation
$ Millions
(Unaudited) Three Months Ended
Sept 30, Jun 30, Sept 30,
2020 2020 2019
Numerator
Net earnings (loss) $ 46.3 $ 51.3 $ (26.0 )
Series A Mandatory Convertible Preferred Stock dividends (6.4 )
Basic earnings available to common shareholders $ 39.8 $ 51.3 $ (26.0 )
Effect of dilutive securities:
Add back interest on Convertible Senior Notes Due 2022 $ $ 2.8 $
Diluted earnings available to common shareholders $ 39.8 $ 54.1 $ (26.0 )
Denominator
Weighted average shares (1) 102.8 91.5 66.0
Effect of dilutive securities:
Common stock equivalents 2.4 3.2
0.25% Convertible Senior Notes due 2022 7.3
Diluted weighted average common shares 105.2 102.0 66.0
Basic earnings (loss) per common share $ 0.39 $ 0.56 $ (0.39 )
Diluted earnings (loss) per common share $ 0.38 $ 0.53 $ (0.39 )
*Amounts may not recalculate due to rounding.
(1) Weighted average shares for the three months ended September 30, 2020 include 10.7 million common shares issued in July 2020 as a result of the underwritten public offering.
Table 7
Non-GAAP Earnings Per Share Calculation
$ Millions
(Unaudited) Three Months Ended
Sept 30, Jun 30, Sept 30,
2020 2020 2019
Numerator
Net earnings on non-GAAP basis $ 100.4 $ 117.8 $ 35.8
Series A Mandatory Convertible Preferred Stock dividends (6.4 )
Basic earnings available to common shareholders $ 94.0 $ 117.8 $ 35.8
Effect of dilutive securities:
Add back interest on Convertible Senior Notes Due 2022 $ 3.1 $ 2.8 $ 2.7
Add back Series A preferred stock dividends 6.4
Diluted earnings available to common shareholders $ 103.5 $ 120.6 $ 38.5
Denominator
Weighted average shares (2) 102.8 91.5 66.0
Effect of dilutive securities:
Common stock equivalents 2.4 3.2
0.25% Convertible Senior Notes due 2022 7.3 7.3 7.3
Series A Mandatory Convertible Preferred Stock 10.4
Diluted weighted average common shares 123.0 102.0 73.3
Basic earnings (loss) per common share on non-GAAP basis $ 0.91 $ 1.29 $ 0.54
Diluted earnings (loss) per common share on non-GAAP basis(1) $ 0.84 $ 1.18 $ 0.53
*Amounts may not recalculate due to rounding.
(1) Diluted earnings per common share on non-GAAP basis for the September 30, 2019 period have been updated from $0.56, to include the dilutive impact of our outstanding 0.25% convertible senior notes due 2022 (the “2022 convertible senior notes”).
(2) Weighted average shares for the three months ended September 30, 2020 include 10.7 million common shares issued in July 2020 as a result of the underwritten public offering.
(3) Non-GAAP earnings per share for the three months ended September 30, 2019 has been revised to include the tax impact from Finisar purchase accounting adjustments, and conform with current period presentation.

CONTACT:

Mary Jane Raymond
Treasurer and Chief Financial Officer

investor.relations@ii-vi.com
www.ii-vi.com/contact-us

 

Bombardier Reports Third Quarter 2020 Financial Results, Provides Update on Transition to a Pure-Play Business Aircraft Company

  • Total revenues(1) of $3.5 billion, lower by 5% year-over-year due to pandemic-related disruptions and divestitures; Business Aircraft revenues reached $1.2 billion on 24 deliveries, growing 10% year-over-year, driven by accelerating Global 7500 deliveries
  • Total adjusted EBITDA(1)(2) of $176 million; $15 million of reported total EBIT(1)(2)
  • Free cash flow usage(2) of $0.7 billion, continuing to target breakeven for the second half of the year; operating cash flow usage of $0.6 billion
  • Pro-forma(3) liquidity(4) of ~ $3.0 billion, including $1.9 billion of cash on hand and $275 million from the recently closed sale of aerostructures business
  • Sale of Bombardier Transportation to Alstom still expected to close in the first quarter of 2021
  • Transitioning to a pure-play business aircraft company; addressing cost structure to drive stronger profitability at current market conditions

All amounts in this press release are in U.S. dollars unless otherwise indicated. Amounts in tables are in millions except per share amounts, unless otherwise indicated.

MONTRÉAL, Nov. 05, 2020 (GLOBE NEWSWIRE) — Bombardier (TSX: BBD.B) announced today its financial results for the third quarter of 2020. The Company also provided an update on its progress towards achieving its near-term priorities and its transition to a pure-play business aircraft company.

“While the ongoing pandemic continues to present unprecedented challenges, Bombardier remains focused on advancing its key priorities, which includes taking great care of our people and customers; ensuring sufficient liquidity to weather the storm; and continuing to move forward with our strategic repositioning of Bombardier as a leaner, focused business aviation company,” said Éric Martel, President and Chief Executive Officer, Bombardier Inc. “In the third quarter, we made solid progress on each of these priorities. We secured additional liquidity with a new billion dollar senior secured credit facility, we kept our divestitures moving forward as planned, and with deliveries ramping up across the businesses, we are still targeting break-even free-cash-flow for the second half of the year, assuming operations remain uninterrupted by the pandemic.”

Third quarter revenues of $3.5 billion reflect the gradual recovery of operations at Aviation and Transportation from the COVID-19 related disruptions in the first half of 2020. Business aircraft revenues in the quarter were up 10% year-over-year, driven by a record 8 Global 7500 aircraft deliveries, which more than offset lower service revenues as international border restrictions, reduced business activity, and travel continues to pressure business jet utilization.

Total adjusted EBITDA and adjusted EBIT were $176 million and $51 million, respectively, for the quarter. These results reflect an unfavorable aircraft revenue mix at Aviation, as well as the impact of several low-margin rolling stock projects, and the lingering impact of the pandemic on Transportation’s operations and customers. Total EBIT was $15 million for the quarter.

Free cash flow usage for the quarter was $706 million, supporting Aviation’s working capital requirements for an expected seasonally strong fourth quarter, including approximately a dozen Global 7500 deliveries before year end(3). Transportation’s free cash flow was near break-even for the quarter. Consolidated cash flow usage from operating activities was $644 million.

Bombardier began the fourth quarter with strong pro-forma liquidity(4) of approximately $3.0 billion. This includes $1.9 billion of cash on hand, access to the undrawn amounts of approximately $600 million on Transportation’s revolving credit facility as of September 30, 2020, $250 million under the new senior secured term loan facility as at September 30, 2020, and $275 million of proceeds from the sale of the Aerostructures business. The Company expects to further strengthen liquidity with positive cash generation in the fourth quarter, driven by the release of working capital both at Aviation and Transportation(3).

With the definitive Sale and Purchase Agreement signed in September, and the Alstom shareholder approval last week, Bombardier believes it is on a solid path to close the Bombardier Transportation sale in the first quarter of 2021. As a result, the Transportation business results have been classified as discontinued operations as of September 30, 2020. At closing, the Company expects net cash proceeds of approximately $4.0 billion, which will be directed to debt paydown(3).

“We are very excited about our future as a focused business jet company, about our opportunities to grow the services business, and to leverage our industry-leading product portfolio,” Martel added. “We look forward to sharing the details of our plans in the near future, as we finalize our debt management strategy and cost-cutting initiatives to ensure our profitability in the current market and strong growth once the pandemic subsides.”

SELECTED RESULTS

RESULTS OF THE QUARTER
Three-month periods ended September 30 2020 2019
Continuing
operations
Discontinued
operations(5)
  Total
Continuing
operations
Discontinued
operations(5)
   Total
restated(5)
restated(5)
Revenues $ 1,405 $ 2,120 $ 3,525 $ 1,547 $ 2,175 $ 3,722
Gross margin $ 168 $ 161 $ 329 $ 220 $ 220 $ 440
Adjusted EBITDA $ 84 $ 92 $ 176 $ 111 $ 144 $ 255
Adjusted EBITDA margin(2) 6.0 % 4.3 % 5.0 % 7.2 % 6.6 % 6.9 %
Adjusted EBIT $ (11 ) $ 62 $ 51 $ 49 $ 110 $ 159
Adjusted EBIT margin(2) (0.8 ) % 2.9 % 1.4 % 3.2 % 5.1 % 4.3 %
EBIT $ (29 ) $ 44 $ 15 $ 55 $ 88 $ 143
EBIT margin (2.1 ) % 2.1 % 0.4 % 3.6 % 4.0 % 3.8 %
Net income (loss) $ (24 ) $ 216 $ 192 $ (168 ) $ 77 $ (91 )
Diluted EPS (in dollars) $ (0.01 ) $ 0.06 $ 0.05 $ (0.07 ) $ 0.01 $ (0.06 )
Adjusted net income (loss)(2) $ (210 ) $ (5 ) $ (215 ) $ (155 ) $ 100 $ (55 )
Adjusted EPS (in dollars)(2) $ (0.09 ) $ (0.04 ) $ (0.13 ) $ (0.06 ) $ 0.02 $ (0.04 )
Net additions to PP&E and intangible assets $ 36 $ 26 $ 62 $ 77 $ 48 $ 125
Cash flows from operating activities $ (619 ) $ (25 ) (644 ) $ (393 ) $ (164 ) $ (557 )
Free cash flow usage $ (655 ) $ (51 ) $ (706 ) $ (470 ) $ (212 ) $ (682 )
As at September 30, 2020
December 31, 2019
Cash and cash equivalents(6) $ 1,870 $ 2,629
Available short-term capital resources(7) $ 2,709 $ 3,925
Order backlog (in billions of dollars)
Aviation
Business aircraft $ 12.2 $ 14.4
Other aviation(8) $ 1.1 $ 1.9
Transportation $ 34.1 $ 35.8
RESULTS OF THE NINE-MONTH PERIOD
Nine-month periods ended September 30 2020 2019
Continuing
operations
Discontinued
operations(5)
  Total Continuing
operations
Discontinued
operations(5)
   Total
restated(5)
restated(5)
Revenues $ 4,150 $ 5,768 $ 9,918 $ 5,076 $ 6,476 $ 11,552
Gross margin $ 427 $ 17 $ 444 $ 738 $ 654 $ 1,392
Adjusted EBITDA $ 201 $ (173 ) $ 28 $ 425 $ 408 $ 833
Adjusted EBITDA margin 4.8 % (3.0 ) % 0.3 % 8.4 % 6.3 % 7.2 %
Adjusted EBIT $ (46 ) $ (270 ) $ (316 ) $ 232 $ 304 $ 536
Adjusted EBIT margin (1.1 ) % (4.7 ) % (3.2 ) % 4.6 % 4.7 % 4.6 %
EBIT $ (479 ) $ (282 ) $ 197 $ 940 $ 258 $ 1,198
EBIT margin 11.5 % (4.9 ) % 2.0 % 18.5 % 4.0 % 10.4 %
Net income (loss) $ (155 ) $ (76 ) $ (231 ) $ (13 ) $ 125 $ 112
Diluted EPS (in dollars) $ (0.07 ) $ (0.12 ) $ (0.19 ) $ (0.01 ) $ (0.01 ) $ (0.02 )
Adjusted net income (loss) $ (640 ) $ (375 ) $ (1,015 ) $ (417 ) $ 193 $ (224 )
Adjusted EPS (in dollars) $ (0.27 ) $ (0.25 ) $ (0.52 ) $ (0.18 ) $ 0.02 $ (0.16 )
Net additions to PP&E and intangible assets $ 170 $ 70 $ 240 $ 290 $ 112 $ 402
Cash flows from operating activities $ (2,028 ) $ (1,116 ) $ (3,144 ) $ (743 ) $ (1,010 ) $ (1,753 )
Free cash flow usage $ (2,198 ) $ (1,186 ) $ (3,384 ) $ (1,033 ) $ (1,122 ) $ (2,155 )

SEGMENTED RESULTS AND HIGHLIGHTS

Aviation

Results of the quarter
Three-month periods ended September 30 2020 2019 Variance
Revenues
Business aircraft $ 1,225 $ 1,114 10 %
Other aviation $ 180 $ 444 (59 ) %
Total Revenues $ 1,405 $ 1,558 (10 ) %
Aircraft deliveries (in units)
Business aircraft 24 31 (7 )
Commercial aircraft(9) 6 (6 )
Adjusted EBITDA $ 114 $ 154 (26 ) %
Adjusted EBITDA margin 8.1 % 9.9 % (180) bps
Adjusted EBIT $ 19 $ 93 (80 ) %
Adjusted EBIT margin 1.4 % 6.0 % (460) bps
EBIT $ 9 $ 96 (91 ) %
EBIT margin 0.6 % 6.2 % (560) bps
Net additions to PP&E and intangible assets $ 36 $ 87 (59 ) %
As at September 30, 2020
December 31, 2019 Variance
Order backlog (in billions of dollars)
Business aircraft $ 12.2 $ 14.4 (15 ) %
Other aviation $ 1.1 $ 1.9 (42 ) %
  • Revenues of $1.4 billion reflect a 22% year-over-year growth from business aircraft manufacturing activities driven by stronger Global 7500 deliveries. This growth was offset by lower services and aerostructures activities impacted by the COVID-19 pandemic and the wind-down of commercial aviation activities following the completion of the sale of the CRJ program in the second quarter.
  • Aviation delivered 24 aircraft during the quarter, lower year-over-year due to the realignment of production to the lower demand environment caused by the COVID-19 pandemic. The third quarter featured an unprecedented 8 class-defining Global 7500 aircraft deliveries, in-line with the goal to double deliveries in the second half of the year, relative to the first six months. Aircraft deliveries are expected to seasonally peak in the fourth quarter supported by a $12.2 billion business aircraft backlog.(3)
  • Quarterly adjusted EBITDA and adjusted EBIT margins of 8.1% and 1.4%, respectively, reflect lower aircraft deliveries and services activities, combined with low contribution of early Global 7500 units as the program continues to progress on its production learning curve. Reported EBIT margin during the quarter of 0.6%.
  • Bombardier’s service and support network continued to expand its worldwide presence by entering into an agreement to establish a wholly-owned service centre in Berlin following the completion of the acquisition of all the issued and outstanding shares of Lufthansa Bombardier Aviation Services (LBAS) and joining forces with Jetex to establish a world-class fixed-base operator (FBO) experience in Singapore. Subsequent to the quarter, Bombardier also announced the expansion of its service and support network footprint in Asia-Pacific with a new service centre in Melbourne, Australia slated to be operational in 2022.
  • On October 6, 2020, the Corporation announced the entry-into-service of the Learjet 75 Liberty light jet. Delivering better performance at operating costs comparable to its competitors, the aircraft offers an exceptional value proposition to light jets customers and operators.

Transportation

Results of the quarter (5)
Three-month periods ended September 30 2020 2019 Variance
Revenues $ 2,120 $ 2,175 (3 ) %
Order intake (in billions of dollars) $ 1.5 $ 4.5 (67 ) %
Book-to-bill ratio(10) 0.7 2.1 (1.4 )
Adjusted EBITDA(11) $ 92 $ 144 (36 ) %
Adjusted EBITDA margin(11) 4.3 % 6.6 % (230) bps
Adjusted EBIT(11) $ 62 $ 110 (44 ) %
Adjusted EBIT margin(11) 2.9 % 5.1 % (220) bps
EBIT $ 44 $ 88 (50 ) %
EBIT margin 2.1 % 4.0 % (190) bps
Net additions to PP&E and intangible assets $ 26 $ 48 (46 ) %
As at September 30, 2020
December 31, 2019
Order backlog (in billions of dollars) $ 34.1 $ 35.8 (5 ) %
  • Revenues during the quarter totalled $2.1 billion, 5% lower year-over-year excluding currency translation impact, as operations gradually recover from disruptions across Europe and the Americas during the first half of 2020 due to the COVID-19 pandemic.
  • Adjusted EBIT margin of 2.9% in the third quarter reflects an unfavourable rolling stock contract mix with approximately a third of revenues not contributing to earnings. Reported EBIT margin during the quarter of 2.1%.
  • Key projects in the U.K. and Germany are gradually being homologated, moving into the critical fleet acceptance process and towards regular delivery phase by year end. The margin dilution from these contracts is expected to continue through the end of 2020 as we progress on these contracts.(3)
  • The outlook for Transportation remains positive and is supported by a $34.1 billion backlog and strong industry fundamentals.(3)
    • Order intake of $1.5 billion for the quarter reflects project wins across geographies, with notable contract awards in Spain, India and the U.S. With several contract awards having been delayed globally over the past six months due to the COVID-19 pandemic, we now expect a strong order recovery in the final months of 2020 with a healthy mix of options being exercised as well as service contracts.(3)

About Bombardier
With over 52,000 employees across two business segments, Bombardier is a global leader in the transportation industry, creating innovative and game-changing planes and trains. Our products and services provide world-class transportation experiences that set new standards in passenger comfort, energy efficiency, reliability and safety.

Headquartered in Montréal, Canada, Bombardier has production and engineering sites in over 25 countries across the segments of Aviation and Transportation. Bombardier shares are traded on the Toronto Stock Exchange (BBD). In the fiscal year ended December 31, 2019, Bombardier posted revenues of $15.8 billion. News and information are available at bombardier.com or follow us on Twitter @Bombardier.

Bombardier, Global 7500 and Learjet 75 Liberty are trademarks of Bombardier Inc. or its subsidiaries.

For information

Jessica McDonald Patrick Ghoche
Advisor, Media Relations and Vice President, Corporate Strategy and
Public Affairs Investor Relations
Bombardier Inc. Bombardier Inc.
+1 514 861 9481 +1 514 861 5727

The Management’s Discussion and Analysis and the Interim Consolidated Financial Statements are available at ir.bombardier.com.

bps: basis points
(1) Includes the amounts from continuing and discontinued operations.
(2) Non-GAAP financial measures. Refer to the Non-GAAP financial measures and Liquidity and capital resources section for definitions of these metrics and the Analysis of results section hereafter for reconciliations to the most comparable IFRS measures.
(3) See the forward-looking statements disclaimer at the end of this press release as well as the forward-looking statements section and the assumptions following same in Overview in the MD&A of the Corporation’s financial report for the three- and nine-month periods ended September 30, 2020, as well as the Strategic Priorities and Guidance and forward-looking statements sections in the applicable reportable segment in the MD&A of the Corporation’s financial report for the fiscal year ended December 31, 2019, for details regarding the assumptions on which the forward-looking statements are based.
(4) Non-GAAP financial measure. Pro-forma liquidity is defined as cash and cash equivalents of $1,870 million plus access to the undrawn amounts of $589 million on Transportation’s revolving credit facility and $250 million under the new senior secured term loan facility as at September 30, 2020, and $275 million of cash consideration from the sale of the aerostructures businesses, received following quarter end.
(5) Transportation was classified as discontinued operations as of September 30, 2020. As a result, the results of operations have been restated for comparative periods. Refer to Note 21 – Discontinued operations to our Interim consolidated financial statements for more details.
(6) Includes cash and cash equivalents from the aerostructures businesses totalling $38 million and from Transportation totalling $672 million presented under Assets held for sale as of September 30, 2020, $50 million from the aerostructures businesses as of June 30, 2020 and $51 million from the aerostructures businesses as of December 31, 2019, respectively. Cash and cash equivalents from Transportation as of December 31, 2019 amounted to $540 million. Refer to Reshaping the portfolio section in Aviation section and Sale of Transportation business section of the MD&A for the three and nine month period ended September 30, 2020, Note 18 – Assets held for sale and Note 21 – Discontinued operations to the Interim consolidated financial statements for more details on the transaction and the accounting treatments.
(7) Defined as cash and cash equivalents including cash and cash equivalents from Transportation plus the undrawn amounts under Transportation’s revolving credit facility and our senior secured term loan.
(8) Includes the firm orders amounting to $1.1 billion from the aerostructures businesses presented under Assets held for sale as of September 30, 2020 and December 31, 2019. Also included 20 firm orders for CRJ900 as of December 31, 2019. The backlog for the CRJ Series aircraft program amounting to $0.4 billion was removed as a result of the closing of the sale of the CRJ Series aircraft program to Mitsubishi Heavy Industries, Ltd (MHI) on June 1, 2020.
(9) On May 31, 2019, the Corporation completed the sale of the Q Series aircraft program assets, including aftermarket operations and assets, to De Havilland Aircraft of Canada Limited (formerly Longview Aircraft Company of Canada Limited). On June 1, 2020, the Corporation completed the sale of the regional jet program to (MHI).
(10) Ratio of new orders over revenues.
(11) Including share of income from joint ventures and associates amounting to $29 million for the three-month period ended September 30, 2020 ($20 million for the three-month period ended September 30, 2019).

CAUTION REGARDING NON-GAAP FINANCIAL MEASURES

This press release is based on reported earnings in accordance with IFRS and on the following non-GAAP financial measures:

Non-GAAP financial measures
Adjusted EBIT EBIT excluding special items. Special items comprise items which do not reflect the Corporation’s  core performance or where their separate presentation will assist users of the consolidated financial statements in understanding the Corporation’s results for the period. Such items include, among others, the impact of restructuring charges, impact of business disposals and significant impairment charges and reversals.
Adjusted EBITDA Adjusted EBIT plus amortization and impairment charges on PP&E and intangible assets.
Adjusted net income (loss) Net income (loss) excluding special items, accretion on net retirement benefit obligations, certain net gains and losses arising from changes in measurement of provisions and of financial instruments carried at FVTP&L and the related tax impacts of these items.
Adjusted EPS EPS calculated based on adjusted net income attributable to equity holders of Bombardier Inc., using the treasury stock method, giving effect to the exercise of all dilutive elements.
Free cash flow (usage) Cash flows from operating activities less net additions to PP&E and intangible assets.

Non-GAAP financial measures are mainly derived from the consolidated financial statements but do not have standardized meanings prescribed by IFRS. The exclusion of certain items from non-GAAP performance measures does not imply that these items are necessarily non-recurring. Other entities in our industry may define the above measures differently than we do. In those cases, it may be difficult to compare the performance of those entities to ours based on these similarly-named non-GAAP measures.

Adjusted EBIT, adjusted EBITDA, adjusted net income (loss) and adjusted EPS
Management uses adjusted EBIT, adjusted EBITDA, adjusted net income (loss) and adjusted EPS for purposes of evaluating underlying business performance. Management believes these non-GAAP earnings measures in addition to IFRS measures provide users of our Financial Report with enhanced understanding of our results and related trends and increases the transparency and clarity of the core results of our business. Adjusted EBIT, adjusted EBITDA, adjusted net income (loss) and adjusted EPS exclude items that do not reflect our core performance or where their exclusion will assist users in understanding our results for the period. For these reasons, a significant number of users of the MD&A analyze our results based on these financial measures. Management believes these measures help users of MD&A to better analyze results, enabling better comparability of our results from one period to another and with peers.

Free cash flow (usage) 
Free cash flow is defined as cash flows from operating activities less net additions to PP&E and intangible assets. Management believes that this non-GAAP cash flow measure provides investors with an important perspective on the Corporation’s generation of cash available for shareholders, debt repayment, and acquisitions after making the capital investments required to support ongoing business operations and long-term value creation. This non-GAAP cash flow measure does not represent the residual cash flow available for discretionary expenditures as it excludes certain mandatory expenditures such as repayment of maturing debt. Management uses free cash flow as a measure to assess both business performance and overall liquidity generation.

Reconciliations of non-GAAP financial measures to the most comparable IFRS financial measures are provided in the tables hereafter, except for the following reconciliations:

  • adjusted EBIT to EBIT – see the Results of operations tables in the reporting segments and Consolidated results of operations section; and
  • free cash flow usage to cash flows from operating activities – see and the tables below and the Free cash flow usage table in the Liquidity and capital resources section.
Reconciliation of segment to consolidated results
Three-month periods
 ended September 30
Nine-month periods
 ended September 30
2020 2019 (1) 2020 2019 (1)
Revenues
Aviation $ 1,405 $ 1,558 $ 4,151 $ 5,088
Transportation(1) 2,120 2,175 5,768 6,476
Corporate and Others (11 ) (1 ) (12 )
3,525 3,722 9,918 11,552
Reclassified(1) (2,120 ) (2,175 ) (5,768 ) (6,476 )
$ 1,405 $ 1,547 $ 4,150 $ 5,076
Adjusted EBIT(2)
Aviation $ 19 $ 93 $ 24 $ 388
Transportation(1) 62 110 (270 ) 304
Corporate and Others(3) (30 ) (44 ) (70 ) (156 )
$ 51 $ 159 $ (316 ) $ 536
Reclassified(1) (62 ) (110 ) 270 (304 )
$ (11 ) $ 49 $ (46 ) $ 232
Special Items
Aviation $ 10 $ (3 ) $ (434 ) $ (712 )
Transportation(1) 18 22 12 46
Corporate and Others 8 (3 ) (91 ) 4
$ 36 $ 16 $ (513 ) $ (662 )
Reclassified(1) (18 ) (22 ) (12 ) (46 )
$ 18 $ (6 ) $ (525 ) $ (708 )
EBIT
Aviation $ 9 $ 96 $ 458 $ 1,100
Transportation(1) 44 88 (282 ) 258
Corporate and Others(3) (38 ) (41 ) 21 (160 )
$ 15 $ 143 $ 197 $ 1,198
Reclassified(1) (44 ) (88 ) 282 (258 )
$ (29 ) $ 55 $ 479 $ 940
Reconciliation of adjusted EBITDA to EBIT
Three-month periods ended September 30 2020 2019
Continuing
operations
Discontinued
operations(1)
    Total Continuing
operations
Discontinued
operations(1)
     Total
restated(1)
restated(1)
EBIT $ (29 ) $ 44 $ 15 $ 55 $ 88 $ 143
Amortization 95 30 125 62 34 96
Impairment charges (reversals) on PP&E and intangible assets(4) 6 6
Special items excluding impairment charges (reversals) on PP&E and intangible assets(4) 12 18 30 (6 ) 22 16
Adjusted EBITDA $ 84 $ 92 $ 176 $ 111 $ 144 $ 255

(1) Transportation was classified as discontinued operations as of September 30, 2020. As a result, the results of operations have been restated for comparative periods. Refer to Note 21  – Discontinued operations to our Interim consolidated financial statements for more details.
(2)  Refer to the Non-GAAP financial measures section for definitions of these metrics and reconciliations to the most comparable IFRS measures.
(3) Includes share of income (loss) from ACLP of $(12) million for the third quarter of 2019 and $3 million and $(20) million for the nine-month periods ended September 2020 and 2019, respectively. On February 12, 2020, Bombardier transferred its remaining interest in ACLP to Airbus and the Government of Québec.
(4)  Refer to the Consolidated results of operations section and Transportation section for details regarding special items.

Reconciliation of adjusted net loss to net income (loss) and computation of adjusted EPS
Three-month periods ended September 30, 2020
Continuing
operations
Discontinued
operations(1)
Total
 (per share)  (per share)  (per share)
Net income (loss) $ (24 ) $ 216 $ 192
Adjustments to EBIT related to special items(2) 18
$ 0.01 18
$ 0.01 36
$ 0.02
Adjustments to net financing expense related to:
Net change in provisions arising from changes in interest rates and net loss (gain) on certain financial instruments 6
(242
) (0.11 ) (236
) (0.11 )
Accretion on net retirement benefit obligations 14
4
18
Tax impact of special(2) and other adjusting items (224
) (0.09 ) (1
) (225
) (0.09 )
Adjusted net loss (210
) (5
) (215
)
Net loss attributable to NCI
(81
) (81
)
Preferred share dividends, including taxes (6
)
(6
)
Adjusted net loss attributable to equity holders of Bombardier Inc. $ (216 ) $ (86 ) $ (302 )
Weighted-average diluted number of common shares   (in thousands) 2,410,975
2,410,975
2,410,975
Adjusted EPS (in dollars) $ (0.09 ) $ (0.04 ) $ (0.13 )
Reconciliation of adjusted net loss to net loss and computation of adjusted EPS
Nine-month periods ended September 30, 2020
Continuing
operations
Discontinued
operations(1)
Total
 (per share)
 (per share)
 (per share)
Net loss $ (155 ) $ (76 ) $ (231 )
Adjustments to EBIT related to special items(2) (525 ) $ (0.22 ) 12 $ (513 ) $ (0.22 )
Adjustments to net financing expense related to:
Net change in provisions arising from changes in interest rates and net loss (gain) on certain financial instruments 183 0.08 (333 ) (0.13 ) (150 ) (0.05 )
Accretion on net retirement benefit obligations 39 0.02 11 50 0.02
Tax impact of special(2) and other adjusting items (182 ) (0.08 ) 11 (171 ) (0.08 )
Adjusted net loss (640 ) (375 ) (1,015 )
Net loss attributable to NCI (214 ) (214 )
Preferred share dividends, including taxes (19 ) (19 )
Adjusted net loss attributable to equity holders of Bombardier Inc. $ (659 ) $ (589 ) $ (1,248 )
Weighted-average diluted number of common shares (in thousands) 2,404,679 2,404,679 2,404,679
Adjusted EPS (in dollars) $ (0.27 ) $ (0.25 ) $ (0.52 )

(1) Transportation was classified as discontinued operations as of September 30, 2020. As a result, the results of operations have been restated for comparative periods. Refer to Note 21  – Discontinued operations to our Interim consolidated financial statements for more details.
(2)  Refer to the Consolidated results of operations section and Transportation section for details regarding special items.

Reconciliation of adjusted EPS to diluted EPS (in dollars)
Three-month periods
ended September 30
2020 2019
Continuing
operations
Discontinued
operations(1)
Total Continuing
operations
Discontinued
operations(1)
Total
restated(1)
restated(1)
Diluted EPS $ (0.01 ) $ 0.06 $ 0.05 $ (0.07 ) $ 0.01 $ (0.06 )
Impact of special(2) and
other adjusting items
(0.08 ) (0.10 ) (0.18 ) 0.01 0.01 0.02
Adjusted EPS $ (0.09 ) $ (0.04 ) $ (0.13 ) $ (0.06 ) $ 0.02 $ (0.04 )
Reconciliation of adjusted EPS to diluted EPS (in dollars)
Nine-month periods
ended September 30
2020 2019
Continuing
operations
Discontinued
operations(1)
Total
Continuing
operations
Discontinued
operations(1)
Total
restated(1)
restated(1)
Diluted EPS $ (0.07 ) $ (0.12 ) $ (0.19 ) $ (0.01 ) $ (0.01 ) $ (0.02 )
Impact of special(2) and
other adjusting items
(0.20 ) (0.13 ) (0.33 ) (0.17 ) 0.03 (0.14 )
Adjusted EPS $ (0.27 ) $ (0.25 ) $ (0.52 ) $ (0.18 ) $ 0.02 $ (0.16 )
Reconciliation of free cash flow usage to cash flows from operating activities
Three-month periods
ended September 30
2020 2019
Continuing
operations
Discontinued
operations(1)
Total Continuing
operations
Discontinued
operations(1)
Total
restated(1)
restated(1)
Cash flows from operating activities $ (619 ) $ (25 ) $ (644 ) $ (393 ) $ (164 ) $ (557 )
Minus:
Net additions to PP&E and intangible assets 36 26 62 77 48 125
Free cash flow usage $ (655 ) $ (51 ) $ (706 ) $ (470 ) $ (212 ) $ (682 )
Reconciliation of free cash flow usage to cash flows from operating activities
Nine-month periods
ended September 30
2020 2019
Continuing
operations
Discontinued
operations(1)
Total Continuing
operations
Discontinued
operations(1)
Total
restated(1)
restated(1)
Cash flows from operating activities $ (2,028 ) $ (1,116 ) $ (3,144 ) $ (743 ) $ (1,010 ) $ (1,753 )
Minus:
Net additions to PP&E and intangible assets 170 70 240 290 112 402
Free cash flow usage $ (2,198 ) $ (1,186 ) $ (3,384 ) $ (1,033 ) $ (1,122 ) $ (2,155 )

(1) Transportation was classified as discontinued operations as of September 30, 2020. As a result, the results of operations have been restated for comparative periods. Refer to Note 21 – Discontinued operations to our Interim consolidated financial statements for more details.
(2)  Refer to the Consolidated results of operations section and Transportation section for details regarding special items.

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements, which may involve, but are not limited to: statements with respect to our objectives, anticipations and outlook or guidance in respect of various financial and global metrics and sources of contribution thereto, targets, goals, priorities, market and strategies, financial position, market position, capabilities, competitive strengths, credit ratings, beliefs, prospects, plans, expectations, anticipations, estimates and intentions; general economic and business outlook, prospects and trends of an industry; expected demand for products and services; growth strategy; product development, including projected design, characteristics, capacity or performance; expected or scheduled entry-into-service of products and services, orders, deliveries, testing, lead times, certifications and project execution in general; competitive position; expectations regarding challenging Transportation projects and the release of working capital therefrom; expectations regarding revenue and backlog mix; the expected impact of the legislative and regulatory environment and legal proceedings; strength of capital profile and balance sheet, creditworthiness, available liquidities and capital resources and expected financial requirements; productivity enhancements, operational efficiencies and restructuring initiatives; expectations and objectives regarding debt repayments and refinancing of bank facilities and maturities; expectations regarding availability of government assistance programs, compliance with restrictive debt covenants; expectations regarding the declaration and payment of dividends on our preferred shares; intentions and objectives for our programs, assets and operations; and the impact of the COVID-19 pandemic on the foregoing and the effectiveness of plans and measures we have implemented in response thereto. As it relates to the previously announced sale of the Transportation division to Alstom (the “Pending Transaction”), this press release also contains forward-looking statements with respect to the expected completion and timing thereof in accordance with its terms and conditions; the respective anticipated proceeds and use thereof, as well as the anticipated benefits of such a transaction and its expected impact on our outlook, guidance and targets, operations, infrastructure, opportunities, financial condition, business plan and overall strategy.

Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “shall”, “can”, “expect”, “estimate”, “intend”, “anticipate”, “plan”, “foresee”, “believe”, “continue”, “maintain” or “align”, the negative of these terms, variations of them or similar terminology. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of our current objectives, strategic priorities, expectations, outlook and plans, and in obtaining a better understanding of our business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

By their nature, forward-looking statements require management to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from forecast results set forth in forward-looking statements. While management considers these assumptions to be reasonable and appropriate based on information currently available, there is risk that they may not be accurate. The assumptions are set out throughout this press release (particularly, in the assumptions below the Forward-looking statements in this press release). For additional information, including with respect to other assumptions underlying the forward-looking statements made in this press release, refer to the Strategic Priorities and Guidance and forward-looking statements sections in the applicable reportable segment in the MD&A of our financial report for the fiscal year ended December 31, 2019. Given the impact of the changing circumstances surrounding the COVID-19 pandemic and the related response from the Corporation, governments (federal, provincial and municipal), regulatory authorities, businesses and customers, there is inherently more uncertainty associated with the  Corporation’s assumptions as compared to prior periods.

Certain factors that could cause actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, risks associated with general economic conditions, risks associated with our business environment (such as risks associated with “Brexit”, the financial condition of the airline industry, business aircraft customers, and the rail industry; trade policy; increased competition; political instability and force majeure events or global climate change), operational risks (such as risks related to developing new products and services; development of new business and awarding of new contracts; book-to-bill ratio and order backlog; the certification and homologation of products and services; fixed-price and fixed-term commitments and production and project execution, including challenges associated with certain Transportation projects; pressures on cash flows and capital expenditures based on project-cycle fluctuations and seasonality; execution of our strategy, transformation plan, productivity enhancements, operational efficiencies and restructuring initiatives; doing business with partners; inadequacy of cash planning and management and project funding; product performance warranty and casualty claim losses; regulatory and legal proceedings; environmental, health and safety risks; dependence on certain customers, contracts and suppliers; supply chain risks; human resources; reliance on information systems; reliance on and protection of intellectual property rights; reputation risks; risk management; tax matters; and adequacy of insurance coverage), financing risks (such as risks related to liquidity and access to capital markets; retirement benefit plan risk; exposure to credit risk; substantial debt and interest payment requirements; restrictive debt covenants and minimum cash levels; financing support for the benefit of certain customers; and reliance on government support), market risks (such as foreign currency fluctuations; changing interest rates; decreases in residual values; increases in commodity prices; and inflation rate fluctuations). For more details, see the Risks and uncertainties section in Other in the MD&A for the three and nine month period ended September 30, 2020 and in the MD&A of our financial report for the fiscal year ended December 31, 2019. Any one or more of the foregoing factors may be exacerbated by the ongoing COVID-19 outbreak and may have a significantly more severe impact on the Corporation’s business, results of operations and financial condition than in the absence of such outbreak. As a result of the current COVID-19 pandemic, additional factors that could cause actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to: risks related to the impact and effects of the COVID-19 pandemic on economic conditions and financial markets and the resulting impact on our business, operations, capital resources, liquidity, financial condition, margins, prospects and results; uncertainty regarding the magnitude and length of economic disruption as a result of the COVID-19 outbreak and the resulting effects on the demand environment for our products and services; emergency measures and restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions; disruptions to global supply chain, customers, workforce, counterparties and third-party service providers; further disruptions to operations, production, project execution and deliveries; technology, privacy, cyber security and reputational risks; and other unforeseen adverse events.

With respect to the Pending Transaction, certain factors that could cause actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to: the failure to satisfy closing conditions, including regulatory approvals, or delay in completing such a transaction, and the occurrence of a material adverse change; alternate sources of funding to replace the anticipated proceeds from the Pending Transaction may not be available when needed, or on desirable terms; the occurrence of an event which would allow the parties to terminate their obligations or agreements in principle; changes in the terms of the transaction; the failure by the parties to fulfill their obligations; risks associated with the loss and replacement of key management and personnel; and the impact of the transaction on our relationships with third parties, including potentially resulting in the loss of clients, employees, suppliers, business partners or other benefits and goodwill of the business.

Readers are cautioned that the foregoing list of factors that may affect future growth, results and performance is not exhaustive and undue reliance should not be placed on forward-looking statements. For more details, see the Risks and uncertainties sections in Other in the MD&A of our financial report for the three and nine month period ended September 30, 2020 and in the MD&A of our financial report for the fiscal year ended December 31, 2019. Other risks and uncertainties not presently known to us or that we presently believe are not material could also cause actual results or events to differ materially from those expressed or implied in our forward-looking statements. The forward-looking statements set forth herein reflect management’s expectations as at the date of this press release and are subject to change after such date. Unless otherwise required by applicable securities laws, we expressly disclaim any intention, and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Forward-looking statements in the MD&A are based on and subject to the following material assumptions:

Overall business

  • general economic conditions, which include the impact on the economy and financial markets of the COVID-19 pandemic and other health risks;
  • the ability of our supply base and third-party service providers to gradually resume support to product development and planned production rates on commercially acceptable terms in a timely manner;
  • the effectiveness of our mitigation measures taken in response to the COVID-19 pandemic to minimize the resulting downward pressure on cash flow and manage liquidity;
  • our ability to execute and deliver additional effective mitigation initiatives in response to future developments;
  • the accuracy of our estimates and judgments regarding the duration, scope and impacts of the ongoing COVID-19 pandemic on our business, operations, liquidity, financial condition, margins, cash flows, prospects and results in future periods;
  • the ability to have sufficient liquidity to execute the strategic plan, to meet financial and other covenants contained in our credit facilities, letter of credit facilities, outstanding senior notes and asset backed facilities, and to pay down long-term debt or refinance revolving and term facilities and maturities;
  • the expected impact of emergency measures implemented by governments;
  • the effectiveness of government support programs, including wage subsidies, tax payment deferrals, pension contribution holidays and other measures addressing liquidity needs of corporations during the crisis and our ability to qualify for same;
  • the effectiveness of COVID-19 containment efforts and gradual recovery of global environment and global economic conditions;
  • the time frames for the ramp-down of current COVID-19 social distancing guidelines and other mitigation-related requirements;
  • retention of key employees and management;
  • our ability to successfully defend ourselves against litigation matters;
  • our ability to access the capital markets as needed; and
  • the availability of working capital financing initiatives and ongoing provision of credit by financial institutions to subject parties.

Aviation

  • alignment of adjusted production rates to reduced market demand and significant slowdown in order intake; and
  • our ability to make required production rate adjustments as business aircraft operations gradually resume.

Transportation

  • closing of the sale of the Transportation division to Alstom in the first quarter of 2021 in accordance with negotiated terms; and
  • our ability to reestablish new contract schedules with customers and suppliers to optimize cash generation as production gradually resumes.

The assumptions underlying the forward-looking statements made in this press release in relation to the Pending Transaction specifically include the following material assumptions: the satisfaction of all closing conditions (including regulatory approvals, and, as regards to the sale of the Transportation division and absence of a material adverse change) and receipt of expected proceeds within the anticipated timeframe; and fulfillment by the parties of their obligations.

For additional information, including with respect to other assumptions underlying the forward looking statements made in this press release, refer to the Strategic Priorities and Guidance and forward-looking statements sections in applicable reportable segment in the MD&A of our financial report for the fiscal year ended December 31, 2019. Given the impact of the changing circumstances surrounding the COVID-19 pandemic and the related response from the Corporation, governments (federal, provincial and municipal), regulatory authorities, businesses and customers, there is inherently more uncertainty associated with the Corporation’s assumptions as compared to prior periods.

For a discussion of the material risk factors associated with the forward-looking information, refer to the Risks and uncertainties section in Other.

 

Anti-bullying campaign, Stop the B by Riddhi and Vasundhara Oswal, launches inaugural challenge on UNESCO’s Anti-bullying day with celebrity support

  • Sisters, Vasundhara and Riddhi Oswal, have launched an anti-bullying campaign called Stop the B.
  • The impactful campaign encourages young people to become ‘active bystanders’ and intervene when they see a case of bullying or cyberbullying, and for those being bullied to overcome the stigma attached to reporting the problem.
  • The campaign has chosen UNESCO’s anti-bullying day to announce a new challenge aimed at encouraging young people to recognise moments where they could have been an active bystander.
  • The campaign has the backing of high-profile celebrities and social media influencers, including former international footballer Ronaldinho as well as support from independent academics, Dr Zoe Moody and Dr Sameer Hinduja.

GENEVA, Nov. 05, 2020 (GLOBE NEWSWIRE) — After experiencing bullying and cyberbullying first-hand, and the traumatic experience of secondary victimization by her school, Riddhi chose to turn this experience into a force for good. Along with her sister, Vasundhara, they launched their anti-bullying campaign, Stop the B.

The campaign has chosen not only to speak to those who bully or those who are being bullied but also the wider generation who may be bystanders to bullying without realising. Instead, it provides ways for young people to intervene and become ‘active bystanders’ instead. Academic reports show that by intervening immediately active bystanders can stop more than 57% of the bullying within just 10 seconds.

The campaign has launched its exciting new challenge on UNESCO’s ‘International Day against Violence and Bullying at School Including Cyberbullying’ today. The challenge encourages young people to reflect on their actions and apologize for when they may have been a bully or a bystander when someone was being bullied, whether intentional or not. The challenge will reward the winners with up to 50% of their tuition fees for one year.

UNESCO has noted how the COVID-19 pandemic has meant that young people are becoming increasingly vulnerable to cyberbullying due to an increased amount of time online, with e-learning and social media.

Vasundhara and Riddhi Oswal, aged 22 and 16, understand the way social media impacts the day-to-day lives of ‘Gen Z’. They are using their own experiences to share effective ways in which young people can intervene and report unkind or bullying behaviour – both in-person and online.

Stop The B is supported by international academic experts in anti-bullying, whose data and insights ensure the campaign is rooted in credible scientific evidence.

Reports by renowned academics and the campaign’s supporters, including Dr Sameer Hinduja, Dr Zoe Moody and Dr Catherine Blaya explain how bystanders can also be negatively impacted when witnessing bullying. It seeks to prove that by taking a stand, they can help to stop the incident.

The campaign is being supported across social media by influencers and high-profile celebrities, including former international football star, Ronaldinho.

Riddhi and Vasundhara Oswal commented:

“Stop The B is a community platform created by young people, for young people. We aim to inspire change and empower each other to recognize and speak out against online and offline bullying.

“The mockery and isolation that young people face online today is widely neglected, and sometimes by those who are meant to protect us from it. The effects may not always be visible, but just because we don’t have cuts or bruises, doesn’t mean that we are not hurting.”

Having experienced bullying first-hand, Riddhi said: “I understand that bullying is not just limited to a school playground, but can also follow you home as well, given that our generation is online 24/7. No young person should have to feel anxious when their phone pings.

“We want to do what we can to empower our generation to recognize and come forward and step up when they see bullying, by becoming an active bystander.”

Notes to Editors:

For more information on Stop the B, head to the social media channels here: Facebook, Instagram and Twitter.

Contact:
Info@stoptheb.com

Alamanda College Selects AI-Driven Solutions by Juniper Networks to Power the Future of Learning

Juniper transforms the campus networking experience for students, staff, guests and IT department with insights and automation driven by Mist AI

VICTORIA, Australia, Nov. 05, 2020 (GLOBE NEWSWIRE) — Juniper Networks (NYSE: JNPR), a leader in secure, AI-driven networks, today announced that Alamanda College has selected Juniper’s wired and wireless solutions driven by Mist AI to transform the networking experience across its campus. With a network now powered by AI and automation, Alamanda College is able to create a better teaching and learning experience for staff and students, as well as lower the cost of networking deployment and operations through proactive AIOps, predictive recommendations and a Self-Driving Network™.

Located in one of Melbourne’s fastest-growing suburbs, Alamanda College has experienced exponential growth since it was founded in 2013 with over 250 teaching staff educating over 3,000 students across the Australian K-91 school system from preparatory school to Year 9. With the significant ongoing growth in enrollment, campus size has had to scale accordingly with new classrooms being added almost yearly.

To keep pace with the increasing networking demands of a rapidly growing campus, Alamanda College made the decision to move all of its infrastructure and data to the cloud. With over 5,000 devices now connecting to the campus network daily, a major priority was the upgrade of its wireless network to ensure seamless and high-performance connectivity for users in every part of the school. Furthermore, as students and staff returned to campus as pandemic restrictions loosened, it was crucial for the college to introduce proximity tracing measures to safeguard the overall health and safety of everyone on campus.

With the continued provision of safe and secure education despite the ongoing pandemic remaining a key priority of the Victorian state government, Alamanda College identified the need to swiftly transition toward a robust and reliable network that was easy to roll out and maintain.

Juniper’s wired and wireless solutions driven by Mist AI fulfilled these criteria and were selected by Alamanda College to build out a network that leverages automation and insights to lower IT costs while maximizing the end-user experience. With Juniper’s AI-driven network, students and teachers can now enjoy better digital learning experiences with reliable connections to online learning tools, video and the internet.

________________
1 https://www.study.vic.gov.au/en/study-in-victoria/victoria’s-school-system/Pages/default.aspx

News Highlights:

  • Juniper’s AI-driven solutions help meet the growing networking infrastructure needs of Alamanda College through the ability to automatically detect indications of system failure while providing a high-quality and reliable wireless environment.
  • Juniper’s Wireless Access Points driven by Mist AI have been deployed in conjunction with the Wi-Fi Assurance cloud service. A phone and campus map were all that was needed to enable the seamless installation of the new Wi-Fi on campus and get the network up and running.
  • Juniper Networks® EX4300 switches have been deployed and enhanced with Wired Assurance to provide for streamlined AI-driven operations, automation and visibility. The IT team has leveraged this to detect misconfigured VLANs, bad cables and DHCP timeouts and proactively resolve issues.
  • Marvis, the first AI-driven Virtual Network Assistant, has simplified everyday troubleshooting and network performance for the IT team, thus streamlining and boosting user experiences across the entire campus.
  • Alamanda College is exploring future opportunities to include proximity tracing using Juniper’s patented virtual Bluetooth LE® technology for high-accuracy location, coupled with premium analytics services.

Supporting Quotes:

“Juniper’s AI-driven solutions have been the perfect fit for our campus environment, enabling us to power a modern learning environment. With Juniper’s AI-driven network, we have had zero wireless issues and we are able to identify and solve problems that we were not able to detect before. We are confident that Juniper has laid a strong foundation to pave the way for the future of learning at Alamanda College and we are excited to see how we can leverage the AI-driven automation and insight they offer to improve the end-user experience and create better digital learning experiences for Australia’s next generation of leaders.”

     – Tony Pace, Specialist Technician, eduSTAR.TSS, Information Management and Technology Division, Alamanda College

“We are honoured to have been chosen by Alamanda College to help realise its AI-driven Enterprise vision and play a role in shaping the future of its students. With our AI-driven network, students can now enjoy improved networking performance and reliability, while receiving an exceptional educational experience. This is testament to the capabilities of our AI-driven network that is built for unparalleled visibility and control of the network user experience.”

     – Bruce Bennie, VP & GM, ANZ, Juniper Networks

Additional Resources:

About Juniper Networks
Juniper Networks challenges the inherent complexity that comes with networking and security in the multicloud era. We do this with products, solutions and services that transform the way people connect, work and live. We simplify the process of transitioning to a secure and automated multicloud environment to enable secure, AI-driven networks that connect the world. Additional information can be found at Juniper Networks (www.juniper.net) or connect with Juniper on TwitterLinkedIn and Facebook.

Juniper Networks, the Juniper Networks logo, Juniper, Junos, and other trademarks listed are registered trademarks of Juniper Networks, Inc. and/or its affiliates in the United States and other countries. Bluetooth® is a registered trademark of Bluetooth SIG, Inc. Other names may be trademarks of their respective owners.

Media Relations:
Satheeson Paramason
Juniper Networks
+65 6511 3595
satheeson@juniper.net

Bristow Group Reports Second Quarter Fiscal Year 2021 Results

  • Net loss of $27.9 million, or $0.95 per diluted share, in Q2 FY21
  • EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $54.2 million in Q2 FY21 compared to $44.3 million in Q1
  • Adjusted Free Cash Flow excluding Net Capex was $57.0 million in Q2 FY21
  • As of September 30, 2020, unrestricted cash balance was $301.4 million with total liquidity of $358.6 million
  • During September, the Company repurchased 345,327 shares at an average price of $21.93 per share

HOUSTON, Nov. 04, 2020 (GLOBE NEWSWIRE) — Bristow Group Inc. (NYSE: VTOL) today reported net loss attributable to the Company of $27.9 million, or $0.95 per diluted share, for its second quarter ended September 30, 2020 (“current quarter”) on operating revenues of $295.7 million compared to net income attributable to the Company of $71.5 million, or $5.16 per diluted share, for the quarter ended June 30, 2020 (“preceding quarter”) on operating revenues of $261.5 million.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $12.6 million in the current quarter compared to $97.0 million in the preceding quarter. EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $54.2 million in the current quarter compared to $44.3 million in the preceding quarter. The following table provides a bridge between EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding gains or losses on asset dispositions. See Reconciliation of Non-GAAP Metrics for a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA.

Three Months Ended,
September 30, 2020 June 30, 2020
EBITDA $ 12,568 $ 96,974
Special items:
Organizational restructuring costs $ 13,326 $ 3,011
Loss on impairment 17,596 19,233
PBH intangible amortization 5,644 5,136
Merger-related costs 4,497 17,420
Government grants (2,201 ) (1,760 )
Bargain purchase gain (5,660 ) (75,433 )
Early extinguishment of debt fees 615
Change in fair value of preferred stock derivative liability (15,416 )
$ 33,202 $ (47,194 )
Adjusted EBITDA $ 45,770 $ 49,780
(Gains) losses on asset dispositions, net 8,473 (5,522 )
Adjusted EBITDA excluding asset dispositions $ 54,243 $ 44,258

“Despite the challenging conditions in the offshore oil and gas industry, which are likely to persist for the next year, Bristow’s robust cash position and diversified, resilient business model facilitated the return of capital to shareholders via opportunistic share repurchases,” said Chris Bradshaw, President and Chief Executive Officer of Bristow. “We will continue to execute a capital-disciplined approach, focused on generating positive free cash flow, protecting the balance sheet and opportunistically returning capital to shareholders.”

Sequential Quarter Results

Operating revenues in the current quarter were $34.2 million higher compared to the preceding quarter. Operating revenues from oil and gas services were $19.1 million higher primarily due to the full quarter benefit of the merger of Era Group Inc. and Bristow Group Inc. on June 11, 2020 (“Merger”), partially offset by a decrease in utilization in our Africa and Europe Caspian regions. Operating revenues from fixed wing services were $8.8 million higher primarily due to higher utilization in Australia and the strengthening of the Australian dollar relative to the U.S. dollar. Operating revenues from U.K. SAR services were $4.4 million higher in the current quarter primarily due to increased flight hours and the strengthening of the British pound sterling relative to the U.S. dollar.

Operating expenses were $41.5 million higher in the current quarter primarily due to the full quarter impact of the Merger and the recognition of severance costs following the Merger.

General and administrative expenses were $3.7 million higher in the current quarter primarily due to the full quarter impact of the Merger.

During the current quarter, the Company sold ten H225 heavy, nine S-76C++ medium and twelve B407 single engine helicopters for cash proceeds of $40.5 million, resulting in losses of $8.5 million. During the preceding quarter, the Company sold one H225 heavy helicopter for cash proceeds of $11.7 million, resulting in gains of $5.5 million.

During the current quarter, the Company recognized a loss on impairment of $12.4 million related to the write down of inventory and a loss on impairment of $5.2 million related to helicopters that were transferred to held for sale assets. During the preceding quarter, the Company recognized losses on the impairment of its investment in Líder Táxi Aéreo S.A. (“Líder”) of $18.7 million and an inventory impairment of $0.5 million. The Company ended its minority ownership interest in Líder effective August 31, 2020.

During the current quarter, the Company recognized gains of $1.9 million from its equity investments compared to losses of $2.0 million in the preceding quarter. The preceding quarter included $4.8 million of losses from the investment in Lider.

During the preceding quarter, the Company recognized benefits of $15.4 million related to a decrease in the fair value of preferred stock derivative. The preferred stock was eliminated upon closing of the Merger.

During the current quarter and preceding quarter, the Company recognized a bargain purchase gain of $5.7 million and $75.4 million, respectively, related to the Merger. The current quarter gain was an adjustment to the previously calculated excess of the fair value of legacy Era’s identified assets acquired and liabilities assumed.

Other income, net of $10.6 million during the current quarter was primarily due to net foreign exchange gains of $6.9 million, a favorable interest adjustment to the Company’s pension liability of $0.9 million and other income related to Airnorth (government grants) of $2.7 million. Other income, net of $3.4 million in the preceding quarter was primarily due to net foreign exchange gains of $1.4 million, a favorable interest adjustment to the Company’s pension liability of $0.9 million and other income related to Airnorth (government grants) of $1.2 million.

Income tax expense was $8.6 million in the current quarter compared to an income tax benefit of $3.3 million in the preceding quarter. The income tax expense in the current quarter primarily related to changes in the blend of earnings, the tax impact of valuation allowances on the Company’s net operating losses and deductible business interest expense.

Calendar Quarter Results

Operating revenues in the current quarter were $9.0 million lower compared to the quarter ended September 30, 2019 (“prior year quarter”).

Operating revenues from oil and gas services were $6.5 million lower. Operating revenues in our Europe Caspian region were $16.0 million lower primarily due to lower utilization, partially offset by the strengthening of the British pound sterling relative to the U.S. dollar. Operating revenues in our Africa and Asia Pacific regions were $19.6 million and $3.6 million lower, respectively, primarily due to lower utilization. These decreases were partially offset by a $32.8 million increase in operating revenues in our Americas region due to the Merger.

Operating revenues from fixed wing services were $7.6 million lower in the current quarter primarily due to lower utilization.

Operating revenues from U.K. SAR services were $2.5 million higher in the current quarter primarily due to an increase in flight hours.

Operating expenses were $4.7 million lower in the current quarter. Lease costs were $5.9 million lower in the current quarter primarily due to aircraft lease rejections related to Old Bristow’s voluntary petitions seeking relief under Chapter 11 of Title 11 of the U.S. Code (“Chapter 11”) during the prior year quarter. Fuel, maintenance and other operating expenses were lower primarily due to the decrease in activity discussed above. These decreases were partially offset by an $11.5 million increase in personnel costs primarily due to a net increase in headcount and severance costs related to the Merger.

General and administrative expenses were $1.4 million higher in the current quarter primarily due to the impact of the Merger.

Depreciation and amortization expense was $12.8 million lower in the current quarter primarily due to the revaluation of assets in connection with the adoption of fresh-start accounting.

During the current quarter, the Company recognized a loss on impairment of $12.4 million related to the write down of inventory and a loss on impairment of $5.2 million related to helicopters that were transferred to held for sale assets. During the prior year quarter, Old Bristow recognized a loss on the impairment of H225 helicopters of $42.0 million, goodwill impairment of $17.5 million related to Airnorth and a $2.6 million impairment of the investment in Sky Futures Partners Limited.

During the current quarter, the Company sold ten H225 heavy, nine S-76C++ medium and twelve B407 single engine helicopters for cash proceeds of $40.5 million, resulting in losses of $8.5 million.

During the current quarter, the Company recognized gains of $1.9 million from its equity investments compared to gains of $0.6 million in the prior year quarter.

Interest expense was $9.3 million lower in the current quarter primarily due to lower debt balances.

Reorganization items incurred in the prior year quarter related to the Chapter 11 reorganization process.

During the current quarter, the Company recognized a bargain purchase gain of $5.7 million related to the Merger. The current quarter gain was an adjustment to the previously calculated excess of the fair value of legacy Era’s identified assets acquired and liabilities assumed.

Other income, net was $10.6 million in the current quarter compared to other expense, net of $6.6 million in the prior year quarter. Other income in the current quarter was primarily due to net foreign exchange gains of $6.9 million, a favorable interest adjustment to the Company’s pension liability of $0.9 million and other income related to Airnorth (government grants) of $2.7 million. Other expense, net in the prior year quarter was primarily due to net foreign exchange losses of $5.8 million and an unfavorable interest adjustment to the Company’s pension liability of $0.9 million.

The Company’s effective tax rate was (44.2)% in the current quarter compared to 11.8% in the prior year quarter. The change in the Company’s effective tax rate primarily related to changes in the blend of earnings, releases of valuation allowances on the Company’s net operating losses and nondeductible professional fees related to the Merger.

Liquidity and Capital Allocation

As of September 30, 2020, the Company had $301.4 million of unrestricted cash and $57.2 million of remaining availability under its amended asset-based revolving credit facility (the “ABL Facility”) for total liquidity of $358.6 million. Borrowings under the amended ABL Facility are subject to certain conditions and requirements.

During the current quarter, the Company repurchased 345,327 shares for gross consideration of $7.6 million, representing an average purchase price of $21.93 per share.

In the current quarter, cash proceeds from dispositions of property and equipment were $40.5 million and purchases of property and equipment were $4.5 million, resulting in net (proceeds from)/purchases of property and equipment (“Net Capex”) of $(36.0) million. In the preceding quarter, cash proceeds from dispositions of property and equipment were $11.7 million and purchases of property and equipment were $2.8 million, resulting in Net Capex of $(8.8) million. See Adjusted Free Cash Flow Reconciliation for a reconciliation of Net Capex and Adjusted Free Cash Flow.

Conference Call

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Thursday, November 5, 2020, to review the results for the fiscal second quarter ended September 30, 2020. The conference call can be accessed as follows:

All callers will need to reference the access code 5314473.

Within the U.S.: Operator Assisted Toll-Free Dial-In Number: (800) 367-2403

Outside the U.S.: Operator Assisted International Dial-In Number: (334) 777-6978

Replay

A telephone replay will be available through November 19, 2020 by dialing 888-203-1112 and utilizing the access code above. An audio replay will also be available on the Company’s website at www.bristowgroup.com shortly after the call and will be accessible through November 19, 2020. The accompanying investor presentation will be available on November 5, 2020 on Bristow’s website at www.bristowgroup.com.

For additional information concerning Bristow, contact Grant Newman at (713) 369-4692 or visit Bristow Group’s website at https://ir.bristowgroup.com/.

About Bristow Group

Bristow Group Inc. is the leading global provider of vertical flight solutions. Bristow primarily provides aviation services to a broad base of major integrated, national and independent offshore energy companies. Bristow provides commercial search and rescue (“SAR”) services in several countries and public sector SAR services in the United Kingdom (“U.K.”) on behalf of the Maritime & Coastguard Agency (“MCA”). Additionally, the Company also offers ad hoc helicopter and fixed wing transportation services. Bristow’s customers charter its helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, Bristow’s customers also charter its helicopters to transport time-sensitive equipment to these offshore locations.

Bristow’s core business of providing aviation services to leading global oil and gas companies and public and private sector SAR services, as well as fixed wing transportation and ad hoc services, provides it with geographic and customer diversity which helps mitigate risks associated with a single market or customer. Bristow currently has customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K. and the U.S.

Forward-Looking Statements Disclosure

This press release contains “forward-looking statements.” Forward-looking statements give Bristow Group Inc.’s (the “Company”) current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or other similar words. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management’s current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company’s actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements.

Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: the COVID-19 pandemic and related economic repercussions have resulted, and may continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services; expected cost synergies and other benefits of the merger (the “Merger”) of the entity formerly known as Bristow Group Inc. (“Old Bristow”) and Era Group Inc. (“Era”) might not be realized within the expected time frames, might be less than projected or may not be realized at all; the ability to successfully integrate the operations, accounting and administrative functions of Era and Old Bristow; managing a significantly larger company than before the completion of the Merger; diversion of management time on issues related to integration of the companies; the increase in indebtedness as a result of the Merger; operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees and customers, may be greater than expected; our reliance on a limited number of customers and the reduction of our customer base as a result of bankruptcies or consolidation; risks inherent in operating helicopters; the Company’s ability to maintain an acceptable safety record and level of reliability; the impact of increased U.S. and foreign government regulation and legislation, including potential government implemented moratoriums on drilling activities; the impact of a grounding of all or a portion of the Company’s fleet for extended periods of time or indefinitely on the Company’s business, including its operations and ability to service customers, results of operations or financial condition and/or the market value of the affected helicopters; the Company’s ability to successfully expand into other geographic and aviation service markets; risks associated with political instability, governmental action, war, acts of terrorism and changes in the economic condition in any foreign country where the Company does business, which may result in expropriation, nationalization, confiscation or deprivation of the Company’s assets or result in claims of a force majeure situation; the impact of declines in the global economy and financial markets; the impact of fluctuations in foreign currency exchange rates on the Company’s asset values and cost to purchase helicopters, spare parts and related services; risks related to investing in new lines of aviation service without realizing the expected benefits; risks of engaging in competitive processes or expending significant resources for strategic opportunities, with no guaranty of recoupment; the Company’s reliance on a limited number of helicopter manufacturers and suppliers; the Company’s ongoing need to replace aging helicopters; the Company’s reliance on the secondary helicopter market to dispose of used helicopters and parts; information technology related risks; the impact of allocation of risk between the Company and its customers; the liability, legal fees and costs in connection with providing emergency response services; adverse weather conditions and seasonality; risks associated with the Company’s debt structure; the Company’s counterparty credit risk exposure; the impact of operational and financial difficulties of the Company’s joint ventures and partners and the risks associated with identifying and securing joint venture partners when needed; conflict with the other owners of the Company’s non-wholly owned subsidiaries and other equity investees; adverse results of legal proceedings; risks associated with significant increases in fuel costs; the Company’s ability to obtain insurance coverage and the adequacy and availability of such coverage; the possibility of labor problems; the attraction and retention of qualified personnel; restrictions on the amount of foreign ownership of the Company’s common stock; and various other matters and factors, many of which are beyond the Company’s control. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. We have included important factors in the section entitled “Risk Factors” in the Company’s joint proxy and consent solicitation statement/prospectus (File No. 333-237557), filed with the United States Securities and Exchange Commission (the “SEC”) on May 5, 2020 and the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2020, which we believe over time, could cause our actual results, performance or achievements to differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. You should consider all risks and uncertainties disclosed in the Proxy Statement and in our filings with the SEC, all of which are accessible on the SEC’s website at www.sec.gov.

BRISTOW GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share amounts
Successor Predecessor
Three Months Ended
September 30, 2020
Three Months Ended
June 30, 2020
Three Months Ended
September 30, 2019
Revenue:
Operating revenue $ 295,722 $ 261,508 $ 304,684
Reimbursable revenue 8,918 8,685 13,536
Total revenues 304,640 270,193 318,220
Costs and expenses:
Operating 231,953 190,436 236,655
Reimbursable expense 8,919 8,648 12,840
General and administrative 39,268 35,523 37,820
Merger-related costs 4,497 17,420
Depreciation and amortization 18,537 16,356 31,303
Total costs and expenses 303,174 268,383 318,618
Loss on impairment (17,596 ) (19,233 ) (62,101 )
Gain (loss) on asset dispositions (8,473 ) 5,522 (230 )
Earnings (losses) from unconsolidated affiliates, net 1,948 (1,978 ) 633
Operating loss (22,655 ) (13,879 ) (62,096 )
Interest income 434 262 270
Interest expense (13,445 ) (12,504 ) (22,715 )
Reorganization items, net (93,943 )
Gain on sale of subsidiaries 420
Change in fair value of preferred stock derivative liability 15,416
Bargain purchase gain 5,660 75,433
Other income (expense), net 10,592 3,386 (6,637 )
Total other income (expense) 3,241 81,993 (122,605 )
Income (loss) before income taxes (19,414 ) 68,114 (184,701 )
Benefit (provision) for income taxes (8,578 ) 3,290 21,782
Net income (loss) (27,992 ) 71,404 (162,919 )
Net (income) loss attributable to noncontrolling interests 131 73 (55 )
Net income (loss) attributable to Bristow Group Inc. $ (27,861 ) $ 71,477 $ (162,974 )
Basic earnings (loss) per common share $ (0.95 ) $ 18.41 $ (4.54 )
Diluted earnings (loss) per common share $ (0.95 ) $ 5.16 $ (4.54 )
Weighted average common shares outstanding, basic 29,357,959 11,102,611 35,918,916
Weighted average common shares outstanding, diluted 29,357,959 38,988,528 35,918,916
EBITDA $ 12,568 $ 96,974 $ (130,683 )
Adjusted EBITDA $ 45,770 $ 49,780 $ 27,474
Adjusted EBITDA excluding asset dispositions $ 54,243 $ 44,258 $ 27,704
BRISTOW GROUP INC.
REVENUES BY LINE OF SERVICE
(unaudited, in thousands)
Successor Predecessor
Three Months Ended
September 30, 2020
Three Months Ended
June 30, 2020
Three Months Ended
September 30, 2019
Oil and gas:
Europe Caspian $ 98,495 $ 105,811 $ 114,537
Americas 93,102 58,160 60,330
Africa 21,237 30,015 40,855
Asia Pacific 2,920 2,703 6,564
Total oil and gas 215,754 196,689 222,286
UK SAR Services 56,978 52,622 54,499
Fixed Wing Services 20,310 11,472 27,891
Other 2,680 725 8
$ 295,722 $ 261,508 $ 304,684
FLIGHT HOURS BY LINE OF SERVICE
(unaudited)
Successor Predecessor
Three Months Ended
September 30, 2020
Three Months Ended
June 30, 2020
Three Months Ended
September 30, 2019
Oil and gas:
Europe Caspian 12,330 12,476 14,708
Americas 10,891 5,169 9,370
Africa 1,743 1,457 4,271
Asia Pacific 62 85 264
Total oil and gas 25,026 19,187 28,613
UK SAR Services 2,797 2,169 2,645
Fixed Wing Services 3,391 2,164 3,594
31,214 23,520 34,852
BRISTOW GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
Successor
September 30, 2020 March 31, 2020
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 304,193 $ 199,121
Accounts receivable 216,638 180,683
Inventories 99,996 82,419
Assets held for sale 22,463 32,401
Prepaid expenses and other current assets 29,455 29,527
Total current assets 672,745 524,151
Investment in unconsolidated affiliates 89,924 110,058
Property and equipment 1,085,087 901,314
Accumulated depreciation (55,557 ) (24,560 )
Net property and equipment 1,029,530 876,754
Right-of-use assets 281,164 305,962
Other assets 139,022 128,336
Total assets $ 2,212,385 $ 1,945,261
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 62,668 $ 52,110
Accrued liabilities 224,536 200,129
Short-term borrowings and current maturities of long-term debt 64,027 45,739
Total current liabilities 351,231 297,978
Long-term debt, less current maturities 580,342 515,385
Preferred stock embedded derivative 286,182
Deferred taxes 55,699 22,775
Long-term operating lease liabilities 197,888 224,595
Deferred credits and other liabilities 15,683 22,345
Total liabilities not subject to compromise 1,200,843 1,369,260
Liabilities subject to compromise
Total liabilities 1,200,843 1,369,260
Redeemable noncontrolling interests 1,483
Mezzanine equity 149,785
Stockholders’ investment
Common stock 303 1
Additional paid-in capital 683,390 295,897
Retained earnings 326,721 139,228
Treasury shares, at cost 7,680
Accumulated other comprehensive income (7,579 ) (8,641 )
Total Bristow Group Inc. stockholders’ investment 1,010,515 426,485
Noncontrolling interests (456 ) $ (269 )
Total stockholders’ investment 1,010,059 $ 426,216
Total liabilities, mezzanine equity and stockholders’ investment $ 2,212,385 $ 1,945,261

Reconciliation of Non-GAAP Metrics

The Company’s management uses EBITDA and Adjusted EBITDA to assess the performance and operating results of its business. EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for certain special items that occurred during the reported period, as noted below. The Company includes EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of its operating performance. Neither EBITDA nor Adjusted EBITDA is a recognized term under generally accepted accounting principles in the U.S. (“GAAP”). Accordingly, they should not be used as an indicator of, or an alternative to, net income as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements, such as debt service requirements. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies.

The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (in thousands).

Successor Predecessor
Three Months Ended
September 30, 2020
Three Months Ended
June 30, 2020
Three Months Ended
September 30, 2019
Net income (loss) $ (27,992 ) $ 71,404 $ (162,919 )
Depreciation and amortization 18,537 16,356 31,303
Interest expense 13,445 12,504 22,715
Income tax (benefit) expense 8,578 (3,290 ) (21,782 )
EBITDA $ 12,568 $ 96,974 $ (130,683 )
Special items (1) 33,202 (47,194 ) 158,157
Adjusted EBITDA $ 45,770 $ 49,780 $ 27,474
(Gains) losses on asset dispositions, net 8,473 (5,522 ) 230
Adjusted EBITDA excluding asset dispositions $ 54,243 $ 44,258 $ 27,704

(1) Special items include the following:

Successor Predecessor
Three Months Ended
September 30, 2020
Three Months Ended
June 30, 2020
Three Months Ended
September 30, 2019
Organizational restructuring costs $ 13,326 $ 3,011 $ 2,533
Loss on impairment 17,596 19,233 62,101
PBH intangible amortization 5,644 5,136
Merger-related costs 4,497 17,420
Government grants(2) (2,201 ) (1,760 )
Bargain purchase gain (5,660 ) (75,433 )
Early extinguishment of debt fees 615
Change in fair value of preferred stock derivative liability (15,416 )
Bankruptcy related costs 93,943
Loss on sale of subsidiaries (420 )
$ 33,202 $ (47,194 ) $ 158,157

___________________________

(2)  COVID-19 related government relief grants

Pro Forma Q1 FY21 Reconciliation

Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger for the period beginning April 1, 2020 through June 11, 2020, plus EBITDA and Adjusted EBITDA for the post-Merger period through June 30, 2020. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the three months ended June 30, 2020 (in thousands).

Old Bristow Era Group Inc. Legacy Era Pro Forma
Three Months Ended
June 30, 2020
April 1, 2020 – June 11, 2020 June 12 – 30, 2020 Three Months Ended
June 30, 2020
Net income (loss) $ 75,708 $ (18,059 ) $ (4,305 ) $ 53,344
Depreciation and amortization 15,914 7,818 443 24,175
Interest expense 11,755 2,650 749 15,154
Income tax (benefit) expense (3,798 ) (2,467 ) 508 (5,757 )
EBITDA $ 99,579 $ (10,058 ) $ (2,605 ) $ 86,916
Special items (1) (49,696 ) 13,744 2,502 (33,450 )
Adjusted EBITDA $ 49,883 $ 3,686 $ (103 ) $ 53,466
(Gains) losses on asset dispositions, net (5,527 ) 141 5 (5,381 )
Adjusted EBITDA excluding asset dispositions $ 44,356 $ 3,827 $ (98 ) $ 48,085

(1) Special items include the following:

Old Bristow Era Group Inc. Legacy Era Pro Forma
Three Months Ended
June 30, 2020
April 1, 2020 – June 11, 2020 June 12 – 30, 2020 Three Months Ended
June 30, 2020
Loss on impairments $ 19,233 $ $ $ 19,233
Merger-related costs 15,103 13,575 2,317 30,995
PBH intangible amortization 4,951 169 185 5,305
Organizational restructuring costs 3,011 3,011
Early extinguishment of debt fees 615 615
Government grants(2) (1,760 ) (1,760 )
Change in fair value of preferred stock derivative liability (15,416 ) (15,416 )
Bargain purchase gain (75,433 ) (75,433 )
$ (49,696 ) $ 13,744 $ 2,502 $ (33,450 )

___________________________

(2)  COVID-19 related government relief grants

Pro Forma Q2 FY20 Reconciliation

Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the three months ended September 30, 2019 (in thousands).

Old Bristow Era Group Inc. Pro Forma
Net income (loss) $ (162,919 ) $ (2,059 ) $ (164,978 )
Depreciation and amortization 31,303 9,312 40,615
Interest expense 22,715 3,464 26,179
Income tax (benefit) expense (21,782 ) 515 (21,267 )
EBITDA $ (130,683 ) $ 11,232 $ (119,451 )
Special items (1) 158,157 396 158,553
Adjusted EBITDA $ 27,474 $ 11,628 $ 39,102
(Gains) losses on asset dispositions, net 230 (754 ) (524 )
Adjusted EBITDA excluding asset dispositions $ 27,704 $ 10,874 $ 38,578

(1) Special items include the following:

Old Bristow Era Group Inc. Pro Forma
Bankruptcy related costs $ 93,943 $ $ 93,943
Loss on impairments 62,101 62,101
Organizational restructuring costs 2,533 2,533
Gain on disposal of subsidiaries (420 ) (420 )
Merger-related costs 182 182
PBH intangible amortization 214 214
$ 158,157 $ 396 $ 158,553

Pro Forma LTM Reconciliation

Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger for the period beginning October 1, 2019 through June 11, 2020, plus EBITDA and Adjusted EBITDA for the post-Merger period through September 30, 2020. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the twelve months ended September 30, 2020 (in thousands).

Old Bristow Era Group Inc. Legacy Era Bristow Group Inc. Pro Forma
October 1, 2019 – June 30, 2020 October 1, 2019 – June 11, 2020 June 12 – 30, 2020 QTD
September 30, 2020
LTM September 30, 2020
Net income (loss) $ (289,416 ) $ (26,159 ) $ (4,305 ) $ (27,992 ) $ (347,872 )
Depreciation and amortization 52,374 26,662 443 18,537 98,016
Interest expense 113,954 9,606 749 13,445 137,754
Income tax (benefit) expense (17,204 ) (4,350 ) 508 8,578 (12,468 )
EBITDA $ (140,292 ) $ 5,759 $ (2,605 ) $ 12,568 $ (124,570 )
Special items (1) 253,109 21,898 2,502 33,202 310,711
Adjusted EBITDA $ 112,817 $ 27,657 $ (103 ) $ 45,770 $ 186,141
(Gains) losses on asset dispositions, net (5,325 ) (2,920 ) 5 8,473 233
Adjusted EBITDA excluding asset dispositions $ 107,492 $ 24,737 $ (98 ) $ 54,243 $ 186,374

(1) Special items include the following:

Old Bristow Era Group Inc. Legacy Era Bristow Group Inc. Pro Forma
October 1, 2019 – June 30, 2020 October 1, 2019 – June 11, 2020 June 12 – 30, 2020 QTD
September 30, 2020
LTM September 30, 2020
Bankruptcy related costs $ 454,906 $ $ $ $ 454,906
Loss on impairments 28,824 2,369 17,596 48,789
Merger-related costs 21,433 18,933 2,317 4,497 47,180
PBH intangible amortization 20,453 596 185 5,644 26,878
Organizational restructuring costs 3,627 13,326 16,953
Early extinguishment of debt fees 615 615
Government grants(2) (1,760 ) (2,201 ) (3,961 )
Bargain purchase gain (75,433 ) (5,660 ) (81,093 )
Change in fair value of preferred stock derivative liability (199,556 ) (199,556 )
$ 253,109 $ 21,898 $ 2,502 $ 33,202 $ 310,711

___________________________

(2)  COVID-19 related government relief grants

Adjusted Free Cash Flow Reconciliation

Free Cash Flow represents the Company’s net cash provided by operating activities plus proceeds from disposition of property and equipment, less expenditures related to purchases of property and equipment. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude professional services fees and other costs paid in relation to the Merger, fresh-start accounting and the Chapter 11 Cases.  Management believes that the use of Adjusted Free Cash Flow is meaningful as it measures the Company’s ability to generate cash from its business after excluding cash payments for special items. Management uses this information as an analytical indicator to assess the Company’s liquidity and performance. However, investors should note numerous methods may exist for calculating a company’s free cash flow. As a result, the method used by management to calculate Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow.

The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (in thousands).

Successor
Three Months Ended
September 30, 2020
Three Months Ended
June 30, 2020
Net cash provided by (used in) operating activities $ 41,857 $ (6,866 )
Plus: Proceeds from disposition of property and equipment 40,475 11,665
Less: Purchases of property and equipment (4,523 ) (2,849 )
Free Cash Flow $ 77,809 $ 1,950
Plus: Organizational restructuring costs 13,326 4,176
Plus: Merger-related costs 4,026 19,743
Less: Government grants (2,201 ) (1,760 )
Adjusted Free Cash Flow $ 92,960 $ 24,109
Net (proceeds from)/purchases of property and equipment (“Net Capex”) (35,952 ) (8,816 )
Adjusted Free Cash Flow excluding Net Capex $ 57,008 $ 15,293
BRISTOW GROUP INC.
FLEET COUNT
(unaudited)
Number of Aircraft
Operating Aircraft
Type Owned
Aircraft
Leased
Aircraft
Aircraft
Held For Sale
Consolidated Aircraft Max Pass.
Capacity
Heavy Helicopters:
S-92A 35 30 65 19
S-92A U.K. SAR 3 9 12 19
H225 2 2 19
AW189 6 1 7 16
AW189 U.K. SAR 11 11 16
55 40 2 97
Medium Helicopters:
AW139 53 8 61 12
S-76 C+/C++ 28 3 31 12
S-76D 8 2 10 12
B212 3 3 12
B412 2 2 13
92 8 7 107
Light—Twin Engine Helicopters:
AW109 6 6 7
EC135 10 10 6
BO105 2 2 4
18 18
Light—Single Engine Helicopters:
AS350 17 17 4
AW119 13 13 7
B407 7 7 6
37 37
Total Helicopters 202 48 9 259
Fixed wing 7 5 3 15
UAV 2 2
Total Fleet 209 55 12 276

The chart below presents the number of aircraft in our fleet and their distribution among the regions in which we operate as of September 30, 2020 and the percentage of operating revenue that each of our regions provided during the current quarter.

Percentage
of Current
Quarter
Operating
Revenue
Heavy
Medium Light Twin Light Single UAV Fixed
Wing
Total
Europe Caspian 57 % 66 15 4 2 87
Africa 10 % 7 22 3 32
Americas 27 % 24 68 18 33 143
Asia Pacific 6 % 2 12 14
Total 100 % 97 107 18 37 2 15 276