Business Context and Reporting Period
This Form 8-K, dated June 11, 2020, reports the completion of a business combination between Era Group Inc. (the "Company") and Bristow Group Inc. ("Old Bristow"). The transaction was structured as a reverse acquisition, with Old Bristow treated as the accounting acquirer. Consequently, the Company's future financial statements will reflect Old Bristow's historical results.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or margin figures for the reporting period. However, it discloses the following liquidity and debt details:
- Debt Termination: The Company terminated its $125 million revolving credit facility (the "Era Revolving Facility") on June 8, 2020.
- Facility Status: The terminated facility was undrawn at the time of termination and would have matured in March 2021.
- Liquidity Sources: The Company cites the "Amended Bristow ABL" (asset-backed revolving credit facility), cash on hand, and cash flow from operations as sufficient sources of liquidity post-merger.
- Penalties: No early termination penalties were incurred regarding the Era Revolving Facility.
Material Changes
The primary material change is the consummation of the Merger, resulting in Old Bristow surviving as a wholly owned subsidiary of the Company. Additionally, the Company terminated its pre-existing $125 million credit facility, relying instead on the asset-backed facility inherited from Old Bristow.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, revenue outlook, or specific risk factors beyond the standard disclosures related to the merger and accounting changes. Management commentary indicates confidence in the Company's liquidity position following the termination of the Era Revolving Facility.
Changes in Certifying Accountant
Due to the reverse acquisition accounting treatment, the Company changed its independent registered public accounting firm:
- Dismissed: Grant Thornton LLP was dismissed on June 13, 2020. There were no disagreements or reportable events during their tenure.
- Engaged: KPMG LLP was engaged on June 11, 2020, to serve as the independent auditor for the year ending March 31, 2021. KPMG had previously audited Old Bristow's financial statements.
Investor Verification Checklist
- Verify the terms and remaining capacity of the "Amended Bristow ABL" asset-backed facility now serving as the primary credit line.
- Confirm the consolidated financial statements for periods ending after March 31, 2020, reflect Old Bristow's historical data as the accounting predecessor.
- Review the formal engagement letter and client acceptance procedures for KPMG LLP.
- Monitor future filings for the first set of consolidated results reflecting the combined entity under the new accounting structure.