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BRISTOW GROUP INC

(BRS)
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BRISTOW GROUP INC : Results of Operations and Financial Condition (form 8-K)

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02/11/2019 | 04:51pm EST
ITEM 2.02 Results of Operations and Financial Condition.
On February 11, 2019, Bristow Group Inc. (the "Company") issued a press release
that summarized its preliminary financial results for the three and nine-month
periods ended December 31, 2018 (the "Financial Results"). A copy of the press
release is furnished with this report as Exhibit 99.1, and is incorporated
herein by reference.
The press release includes certain "non-GAAP financial measures" under
Regulation G of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including adjusted EBITDA, adjusted benefit (provision) for income taxes,
adjusted net income (loss) and adjusted diluted earnings (loss) per share
(collectively, the "Non-GAAP measures"). Adjusted EBITDA is calculated by taking
our net income (loss) and adjusting for interest expense, depreciation and
amortization, benefit (provision) for income taxes, gain (loss) on disposal of
assets and special items, if any. Additionally, our net income (loss) and
diluted earnings (loss) per share in this release have been presented in certain
instances excluding gain (loss) on disposal of assets and special items detailed
in the press release; these items are presented as adjusted net income (loss)
and adjusted diluted earnings (loss) per share. Management believes that the
Non-GAAP measures provide relevant and useful information, which is widely used
by analysts, investors and competitors in our industry as well as by our
management in assessing both consolidated and regional performance. Adjusted
EBITDA provides us with an understanding of one aspect of earnings before the
impact of investing and financing transactions and income taxes. Adjusted EBITDA
should not be considered a measure of discretionary cash available to us for
investing in the growth of our business. Adjusted net income (loss) and adjusted
diluted earnings (loss) per share present our consolidated results excluding
asset dispositions and special items that do not reflect the ordinary earnings
of our operations. Adjusted benefit (provision) for income taxes excludes the
tax impact of these items. We believe that these measures are useful
supplemental measures because net income (loss) and diluted earnings (loss) per
share include asset disposition effects and special items and benefit
(provision) for income taxes includes the tax impact of these items, and
inclusion of these items does not reflect the ongoing operational earnings of
our business. The Non-GAAP measures are not calculated or presented in
accordance with GAAP and other companies in our industry may calculate these
measures differently than we do. As a result, these financial measures have
limitations as analytical and comparative tools and you should not consider
these measures in isolation, or as a substitute for analysis of our results as
reported under GAAP. In calculating these financial measures, we make certain
adjustments that are based on assumptions and estimates that may prove to be
inaccurate. In addition, in evaluating these financial measures, you should be
aware that in the future we may incur expenses similar to those eliminated in
this presentation. Our presentation of the Non-GAAP measures should not be
construed as an inference that our future results will be unaffected by unusual
or special items. Such non-GAAP measures should not be viewed as an alternative
to our GAAP financial statements, but should be read as a supplement to, and in
conjunction with, our GAAP financial statements.
ITEM 8.01. Other Events.
In connection with the preparation of annual and quarterly financial statements,
the Company's management is responsible for evaluating its disclosure controls
and procedures, which are established to ensure that material information
relating to the Company and its consolidated subsidiaries is made known to the
officers who certify the Company's financial reports. This evaluation includes
an assessment of the Company's internal controls over financial reporting, which
are designed to provide reasonable assurance regarding the reliability of the
Company's financial reporting and the preparation of the Company's financial
statements. In connection with the audit of fiscal year-end financial
statements, the Company's independent registered public accounting firm, KPMG
LLP ("KPMG"), is responsible for auditing both (i) the financial statements to
obtain reasonable assurance about whether they are free of material
misstatement, and (ii) the effectiveness of the Company's internal control over
financial reporting.
As part of management's assessment of the Company's internal controls over
financial reporting as of December 31, 2018, a control deficiency was identified
by the Company related to the Company's processes for monitoring compliance with
certain non-financial covenants in certain of the Company's secured financing
and lease agreements. Identification of control deficiencies regularly occurs in
connection with the assessment or audit of internal controls over financial
reporting. Control deficiencies exist when the design or operation of a control
does not allow management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely basis. A
control deficiency may constitute a "significant deficiency" or a "material
weakness" as defined in applicable Securities and Exchange Commission ("SEC")
rules. A "significant deficiency" means a deficiency, or a combination of
deficiencies, in internal control over financial reporting that is less severe
than a material weakness, yet important enough to merit attention by those
responsible for oversight of the registrant's financial reporting. A "material
weakness" means a deficiency or a combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the registrant's financial statements will not
be prevented or detected on a timely basis. However, not all control
deficiencies rise to the level of a significant deficiency or a material
weakness.
Management has concluded that the Company did not have adequate monitoring
control processes in place related to non-financial covenants within certain of
its secured financing and lease agreements, and this control deficiency
identified represents a "material weakness" in internal controls over financial
reporting. Accordingly, the Company's internal control over financial reporting
was


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ineffective at March 31, 2018 and the reporting periods thereafter. As such,
both management's assessment and the report of KPMG on internal control over
financial reporting as of March 31, 2018 should no longer be relied upon. In
addition, because of the material weakness described above, in February 2019,
the Company's management has determined that the Company's disclosure controls
and procedures were not effective at a reasonable assurance level as of March
31, 2018 and the reporting periods thereafter.
The Company is evaluating whether this material weakness in internal controls
over financial reporting resulted in a misstatement in the Company's financial
statements included in the Annual Report on Form 10-K for the fiscal year ended
March 31, 2018 and the impact on the financial statements of the Company as of
December 31, 2018, including disclosures. The Company is specifically evaluating
whether certain debt balances should be reclassified from long-term to
short-term in those financial statements, whether related waivers can be
obtained from lenders, if necessary, and the resulting impact on the assessment
of the Company's ability to continue as a going concern.
Further discussion of the material weakness and any financial statement
implications, including any related revisions to the Company's previously issued
financial statements, if required, will be included in the Quarterly Report on
Form 10-Q for the three months ended December 31, 2018 and in an amendment to
the Annual Report on Form 10-K for the fiscal year ended March 31, 2018.
As a result of matters disclosed above, the Company is unable to file its
Quarterly Report on Form 10-Q for the three months ended December 31, 2018
within the prescribed time period without unreasonable effort or expense.  The
Company has filed a Form 12b-25 Notification of Late Filing with the SEC,
postponing the filing of its Quarterly Report on Form 10-Q for the three months
ended December 31, 2018 for up to 5 days. The Company intends to file the Form
10-Q no later than February 19, 2019, the first business day following such
5-day period.
Upon the completion of the Company's analysis and any additional testing by
KPMG, the Company expects to file amendments to any previously filed reports
necessary to bring such filings into compliance with SEC rules.
The Company's management and Audit Committee have discussed the matters
described above with KPMG.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits


Exhibit Number            Description of Exhibit

          99.1              Press Release summarizing preliminary financial results
                          dated February 11, 2019
          99.2              KPMG Letter to SEC dated February 11, 2019

Limitation on Incorporation by Reference. Information on Bristow's website is not incorporated by reference in this Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 2.02 of this Form 8-K and the attached exhibit shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act unless Bristow expressly states that such information is to be considered "filed" under the Exchange Act or incorporates it by specific reference in such a filing. The information set forth in Item 2.02 and the related exhibit furnished in Item 9.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K.

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© Edgar Online, source Glimpses

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