Exhibit 99.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
Case Name: | BRISTOW GROUP INC., et al. | Petition Date: | May 11, 2019 | |||||
Case Number: | 19-32713 |
MONTHLY OPERATING REPORT SUMMARY FOR THE PERIOD
Monthly Period (USD $ millions) | May-19 | Jun-19 | ||||||
Revenues(MOR-4) | $ | 66.3 | $ | 96.8 | ||||
Operating Income / (Loss)(MOR-4) | $ | (35.8 | ) | $ | (45.0 | ) | ||
Net Income (Loss)(MOR-4) | $ | (50.1 | ) | $ | (66.6 | ) | ||
Payments to Professionals(MOR-7) | $ | — | $ | (0.9 | ) | |||
Total Disbursements (Exhibit A) | $ | (13.4 | ) | $ | (19.1 | ) |
** | Document reflects Debtors only, and does not contain any information related to consolidatednon-Debtors** |
** | The original of this document must be filed with the United States Bankruptcy Court** |
Required Insurance Maintained As of Signature Date | Exp. Date | |||
Auto Liability | Yes (X) No ( ) | Oct-1-19 | ||
D&O Liability | Yes (X) No ( ) | Jan-31-20* | ||
Flood Liability | Yes (X) No ( ) | Sep-13-19 | ||
Hull & Liability | Yes (X) No ( ) | Apr-1-20 | ||
Property Liability | Yes (X) No ( ) | Jul-31-19** | ||
Workers Comp Liability | Yes (X) No ( ) | Jul-1-20 | ||
Other | Yes (X) No ( ) | Various |
* | D&O Excess Liability coverage included a 6 yearrun-off |
** | Policies are being renewed. |
Circle One | ||||||
Are all accounts receivable being collected within terms?
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| No | ||||
Are all post-petition liabilities, including taxes, being paid within terms?*
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| No | ||||
*With the exception of certain post-petition leases which have been deferred as allowed per the bankruptcy process.
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Have anypre-petition liabilities been paid?
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| No | ||||
If so, describe | Pursuant to various “first day” orders, including Critical and Foreign Vendors, Taxes, | |||||
Employee Wages & Benefits, 503(b)(0) Insurance, Cash Management, Cash Collateral, and Utilities. | ||||||
Were any assets disposed of outside the normal course of business? | Yes |
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If so, describe |
n/a | |||||
What is the status of your Plan of Reorganization? | ||||||
The Debtors entered into a second amended RSA on July 24, 2019, supported by holders of approximately | ||||||
99% of secured notes and 74% of unsecured notes claims. | ||||||
I certify that the following complete Monthly Operating Report (MOR), consisting ofMOR-1 through | ||||||
MOR-7 is true and correct to the best of my knowledge. |
Attorney Name: | Chris Newcomb | |
Firm Name: | Baker Botts L.L.P. | |
Address: | 910 Louisiana St #3200 | |
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City, State, ZIP: | Houston, TX 77002 | |
Telephone/Fax: | (713)229-1234 |
SIGNED X | Title: | Senior Vice President and CFO of Bristow Group Inc. | ||||||
(Original Signature) | ||||||||
Brian J. Allman | 7/30/2019 | |||||||
(Print Name of Signatory) | Date |
MOR-1 | Page 1 of 10 |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
Case Name: | BRISTOW GROUP INC., et al. | Petition Date: | May 11, 2019 | |||||
Case Number: | 19-32713 |
GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND
DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORT
On May 11, 2019 (the “Petition Date”), Bristow Group Inc. and its affiliated debtors, as debtors and debtors in possession (collectively, the “Debtors”), each commenced with the United States Bankruptcy Court for the Southern District of Texas (the “Court”) a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors are authorized to continue operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On May 13, 2019, the Bankruptcy Court entered an order authorizing the joint administration of these cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. On May 23, 2019, the United States Trustee for Region 7 (the “U.S. Trustee”) appointed an official committee of unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code (the “Creditors’ Committee”).
1. | General Methodology. The Debtors are filing their monthly operating report (the “MOR”) solely for purposes of complying with the monthly operating requirements applicable in the Debtors’ chapter 11 cases. The financial information contained herein is unaudited, limited in scope, and as discussed below, not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The MOR should not be relied upon by any persons for information relating to current or future financial conditions, events, or performance of any of the Debtors or their affiliates, as the results of operations contained herein are not necessarily indicative of results which may be expected from any other period or for the full year, and may not necessarily reflect the consolidated results of operations, financial position, and schedule of receipts and disbursements in the future. There can be no assurance that such information is complete, and the MOR may be subject to revision. The following notes, statements, and limitations should be referred to, and referenced in connection with, any review of the MOR. |
2. | Basis of Presentation.In preparing the MOR, the Debtors relied on financial data derived from their books and records that was available at the time of preparation. Nevertheless, in preparing this MOR, the Debtors made reasonable efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein. Subsequent information or discovery may result in material changes to the MOR and errors or omissions may exist. Notwithstanding any such discovery, new information, or errors or omissions, the Debtors do not undertake any obligation or commitment to update this MOR. |
Notes | Page 2 of 10 |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
Case Name: | BRISTOW GROUP INC., et al. | Petition Date: | May 11, 2019 | |||||
Case Number: | 19-32713 |
GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND
DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORT
3. | Reporting Period. Unless otherwise noted herein, the MOR generally reflects the Debtors’ books and records and financial activity occurring during the applicable reporting period. Except as otherwise noted, no adjustments have been made for activity occurring after the close of the reporting period. |
4. | Accuracy.The financial information disclosed herein was not prepared in accordance with federal or state securities laws or other applicablenon-bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder. Persons and entities trading in or otherwise purchasing, selling, or transferring the claims against or equity interests in the Debtors should evaluate this financial information in light of the purposes for which it was prepared. The Debtors are not liable for and undertake no responsibility to indicate variations from securities laws or for any evaluations of the Debtors based on this financial information or any other information. |
5. | Payment of Prepetition Claims Pursuant to First Day Orders. On May 15, 2019 and June 27, 2019, the Bankruptcy Court entered orders (the “First Day Orders”) authorizing, but not directing, the Debtors to, among other things, pay certain prepetition (a) liabilities related to use of the Debtors’ cash collateral, and continued use of their cash management system, (b) obligations payable to specified foreign claimants, (c) insurance obligations, (d) employee wages, salaries, and related items, (e) obligations related to the provision of utility services, (f) obligations relating to critical vendors and certain other specified trade claimants, and (g) taxes. If any payments were made on account of such claims following the commencement of these chapter 11 cases pursuant to the authority granted to the Debtors by the Bankruptcy Court under the First Day Orders, such payments have been included in this MOR unless otherwise noted. |
6. | Reservation of Rights. The Debtors reserve all rights to amend or supplement the MOR in all respects, as may be necessary or appropriate, but shall be under no obligation to do so. Nothing contained in this MOR shall constitute a waiver of any of the Debtors’ rights or an admission with respect to their chapter 11 cases. |
7. | SOP90-7. The MOR does not incorporate the guidelines provided under SOP90-7 in financial reporting for bankrupt businesses reorganizing or emerging from a reorganization under Chapter 11. It discusses appropriate uses of several reporting practices such as historical cost accounting, fresh-start accounting, and quasi-reorganization accounting. The Debtors plan to incorporate in future filings. |
8. | ASC842. The unaudited financial information does not reflect the adoption of ASC842. |
Notes | Page 3 of 10 |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
Case Name: | BRISTOW GROUP INC., et al. | |||
Case Number: | 19-32713 | |||
Petition Date: | May 11, 2019 |
Debtor Balance Sheets (as of):
(USD $ millions) | 31-May-19 | 30-Jun-19 | ||||||
Current Assets | ||||||||
Cash and Cash Equivalents | $ | 65.7 | $ | 67.0 | ||||
Accounts Receivable—3rd Party | 31.1 | 32.8 | ||||||
Accounts Receivable—Intercompany | 1,410.2 | 1,447.1 | ||||||
Inventories | 34.9 | 34.9 | ||||||
Assets Held For Sale | 3.9 | 3.9 | ||||||
Prepaid Expenses and Other Current Assets | 19.7 | 15.8 | ||||||
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Total Current Assets | 1,565.5 | 1,601.6 | ||||||
Non-Current Assets | ||||||||
Investment in Unconsolidated Affiliates | 948.9 | 948.9 | ||||||
Land and Buildings (at cost) | 64.7 | 63.0 | ||||||
Aircraft and Equipment (at cost) | 1,938.6 | 1,940.5 | ||||||
Less: Accumulated Depreciation | (558.0 | ) | (562.8 | ) | ||||
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Net Property Plant and Equipment | 1,445.3 | 1,440.6 | ||||||
LT Note Receivable—Intercompany | 533.3 | 533.4 | ||||||
Other Assets | 7.7 | 9.4 | ||||||
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TotalNon-Current Assets | 2,935.1 | 2,932.3 | ||||||
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Total Assets | $ | 4,500.6 | $ | 4,533.8 | ||||
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Current Liabilities | ||||||||
Accounts Payable—3rd Party(1) | $ | 20.3 | $ | 32.0 | ||||
Accounts Payable—Intercompany | 1,099.9 | 1,132.3 | ||||||
Accrued Wages, Benefits and Related Taxes | 4.1 | 4.8 | ||||||
Income Taxes Payable | (4.7 | ) | (4.8 | ) | ||||
Other Accrued Taxes | 2.2 | 2.4 | ||||||
Deferred Revenue | 0.7 | 0.1 | ||||||
Accrued Maintenance and Repairs | 1.8 | 1.7 | ||||||
Accrued Interest(2) | 34.3 | 37.2 | ||||||
Other Accrued Liabilities(3)(4) | 26.6 | 30.3 | ||||||
Short-Term Borrowings and Current Maturities of Long-Term Debt(5)(6) | 1,331.0 | 1,331.2 | ||||||
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Total Current Liabilities | 2,516.4 | 2,567.3 | ||||||
Non-Current Liabilities | ||||||||
Long-term debt, less current maturities(7) | 32.8 | 33.9 | ||||||
LT Note Payable—Intercompany | 231.8 | 231.8 | ||||||
Other liabilities and deferred credits | 18.5 | 14.7 | ||||||
Deferred taxes | 85.6 | 86.5 | ||||||
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TotalNon-Current Liabilities | 368.6 | 367.0 | ||||||
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Total Liabilities | 2,885.0 | 2,934.2 | ||||||
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Total Equity | 1,615.7 | 1,599.6 | ||||||
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Total Liabilities And Equity | $ | 4,500.6 | $ | 4,533.8 | ||||
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Notes:
(1) | - Contains an estimated ~$6M ofpre-petition trade payables, and $1.2M related to insurance. |
(2) | - Contains accrued interest of $14.4M on the 6.25% Unsecured Bonds and $2.9M on the Convertible Notes. |
(3) | - Contains an estimated $1.3M ofpre-petition liabilities. |
(4) | - Includes $12.0M related to the Omnibus Agreement with Milestone. |
(5) | - Contains $401.5M and $143.8M in principal on the 6.25% Unsecured Bonds and Convertible Notes, respectively. |
(6) | - Includes $9.4M related to the Omnibus Agreement with Milestone. |
(7) | - Contains $37.5M related to thepre-petition Term Loan at Bristow Group Inc, and a debit balance of ~$4M for deferred financing costs. |
MOR-2 | Page 4 of 10 |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
Case Name: |
| BRISTOW GROUP INC., et al. | ||
Case Number: | 19-32713 | |||
Petition Date: | May 11, 2019 |
Aging of Debtor Post-Petition Accounts Payable and Receivable (as of June 30, 2019):
(USD $ millions)
Aging | ||||||||
Days | Trade Accounts Payable(1)(2) | Trade Accounts Receivable(3) | ||||||
Current | $ | 2.9 | $ | 25.8 | ||||
1-30 | 7.7 | 2.2 | ||||||
31-60 | �� | 5.9 | 2.3 | |||||
61-90 | 0.7 | 0.1 | ||||||
91-120 | — | 1.0 | ||||||
120+ | — | 0.1 | ||||||
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Total | $ | 17.1 | $ | 31.6 | ||||
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Notes:
(1) | - Based on the Debtors’ aging reports. Does not include goods received not invoiced or accrued AP included in the trial balance. |
(2) | - Past due amounts relate primarily to aircraft leases. |
(3) | - Excludes ~$1.2M in insurance claims related AR. |
MOR-3 | Page 5 of 10 |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
Case Name: | BRISTOW GROUP INC., et al. | |||||||||||||||
Case Number: | 19-32713 | |||||||||||||||
Petition Date: | May 11, 2019 |
Debtor Statement of Income (Loss) for the Month of:
Profit and Loss (USD $ millions) | 31-May-19 | 30-Jun-19 | ||||||
Total Revenue(1) | $ | 66.3 | $ | 96.8 | ||||
Operating Expenses | ||||||||
Direct Costs | 55.4 | 73.9 | ||||||
Reimbursable Expense | 0.6 | 0.9 | ||||||
Depreciation and Amortization | 20.9 | 31.3 | ||||||
General and Administrative | 30.2 | 40.3 | ||||||
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Total Operating Expense | 107.1 | 146.4 | ||||||
Gain (Loss) From Disposal of Assets | 5.0 | 4.6 | ||||||
Earnings From Unconsolidated Affiliates, Net of Losses | — | 0.0 | ||||||
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Operating Income / (Loss) | (35.8 | ) | (45.0 | ) | ||||
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Financial Items & Other Income and Expense | ||||||||
Interest Income | 3.0 | 4.3 | ||||||
Interest Expense | (18.0 | ) | (25.4 | ) | ||||
Other Income (Expense), Net | 0.9 | 0.7 | ||||||
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Income Before Provision for Income Taxes | (49.9 | ) | (65.5 | ) | ||||
Provision (Benefit) for Income Taxes | (0.1 | ) | (1.1 | ) | ||||
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Net Income (Loss) | (50.1 | ) | (66.6 | ) | ||||
Noncontrolling Interest Expense | (0.0 | ) | (0.0 | ) | ||||
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Net Income (Loss) Attributable to Common Stockholders | $ | (50.1 | ) | $ | (66.6 | ) | ||
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Notes:
(1) | -Includes revenue from Affiliates, Debtor and Non-Debtor entities |
MOR-4 | Page 6 of 10 |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
Case Name: | BRISTOW GROUP INC., et al. |
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Case Number: | 19-32713 |
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Petition Date: | May 11, 2019 |
Debtor Post-Petition Cash Receipts and Disbursements for the Month of(1)(2)(3) :
Cash Receipts and Disbursements (USD $ millions) | 31-May-19 | 30-Jun-19 | ||||||
Operating Cash Flow | ||||||||
Total Receipts | $ | 8.2 | $ | 10.8 | ||||
Total Operating Disbursements | (9.3 | ) | (15.2 | ) | ||||
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Operating Cash Flow Before Intercompany | (1.1 | ) | (4.4 | ) | ||||
Net Intercompany Activity | 2.5 | 9.3 | ||||||
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Operating Cash Flow After Intercompany | 1.4 | 4.9 | ||||||
Non-Operating Activities | ||||||||
Restructuring Professional Fees | — | (0.9 | ) | |||||
US Trustee | — | — | ||||||
Debt Service | (2.8 | ) | (2.6 | ) | ||||
OtherNon-Operating Activities | (1.3 | ) | (0.3 | ) | ||||
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TotalNon-Operating Activities | (4.1 | ) | (3.9 | ) | ||||
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Total Cash Flow | $ | (2.7 | ) | $ | 1.0 | |||
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Notes:
(1) | On a bank cash basis. |
(2) | Month of May is from the petition date forward. |
(3) | Based on an aggregation of weekly activity from the Debtors’ 13 Week Cash Flow, which may not correspond exactly with month end dates. |
MOR-5 | Page 7 of 10 |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
Case Name: | BRISTOW GROUP INC., et al. Petition Date: May 11, 2019 | |||||||||||||||
Case Number: | 19-32713 |
Debtor Cash Account Balances (as of June 30, 2019):
(USD $ millions)
Bank Account Balances | ||||||||||||||
Bank | Legal Entity # | Legal Entity | Account # | Type | Balance | |||||||||
Wells Fargo | 1008 | Bristow U.S. Leasing LLC | x6639 | Operating Account | $ | 0.0 | ||||||||
Wells Fargo | 1009 | Bristow Equipmt Leasing Ltd. | x7810 | Operating Account | 0.0 | |||||||||
Wells Fargo | 1009 | Bristow Equipmt Leasing Ltd. | x1020 | Blocked Account | — | |||||||||
Wells Fargo | 1010 | Bristow Group Inc. | x1071 | Controlled Disbursement Account | — | |||||||||
Wells Fargo | 1010 | Bristow Group Inc. | x3916 | Operating Account | 42.8 | |||||||||
Citi | 1010 | Bristow Group Inc. | x5443 | Interest Bearing Account | 20.2 | |||||||||
Wells Fargo | 1010 | Bristow Group Inc. | x9805 | Operating Account | 0.2 | |||||||||
Wells Fargo | 1011 | Bristow U.S. LLC | x1067 | Controlled Disbursement Account | — | |||||||||
Wells Fargo | 1011 | Bristow U.S. LLC | x3940 | Operating Account | — | |||||||||
Wells Fargo | 1011 | Bristow U.S. LLC | x3924 | Payroll Account | — | |||||||||
Wells Fargo | A111 | Bristow U.S. LLC - Trinidad Branch | x1754 | Branch Operating Account | — | |||||||||
Wells Fargo | A219 | Bristow Hel. Inc. - Trinidad Branch | x1660 | Branch Operating Account | — | |||||||||
Wells Fargo | A311 | Bristow U.S. LLC - Norway Branch | x1645 | Branch Operating Account | 0.0 | |||||||||
Wells Fargo | A211 | Bristow U.S. LLC - Guyana Branch | x1637 | Branch Operating Account | — | |||||||||
Wells Fargo | 1013 | BriLog Leasing Ltd. | x2417 | Operating Account | — | |||||||||
Wells Fargo | 1013 | BriLog Leasing Ltd. | x4013 | Operating Account | 0.4 | |||||||||
Wells Fargo | 1019 | Bristow Helicopters Inc. | x4989 | Operating Account | 1.5 | |||||||||
Wells Fargo | A319 | Bristow Helicopters Inc. | x1678 | Branch Operating Account | — | |||||||||
Wells Fargo | A119 | Bristow Hel Inc. - Nigeria Branch | x1652 | Branch Operating Account | — | |||||||||
Wells Fargo | 1042 | BHNA Holdings Inc. | x5036 | Operating Account | 1.4 | |||||||||
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Total Bank Account Balances | $66.5 | |||||||||||||
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Bank to Book Cash Reconciliation | ||||||||||||||
Cash Balances - Above | $ | 66.5 | ||||||||||||
Cash in Transit and Other Reconciling Items | 0.5 | |||||||||||||
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Cash and Cash Equivalents Book Balance(MOR-2) | $ | 67.0 | ||||||||||||
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MOR-6 | Page 8 of 10 |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
Case Name: | BRISTOW GROUP INC., et al. | |||||||||||||||
Case Number: | 19-32713 | |||||||||||||||
Petition Date: | May 11, 2019 |
(USD $ in ones)
Total Post-Petition Disbursements By Debtor Entity(1)
Case # | Legal Entity Name | 31-May-19 | 30-Jun-19 | Total | ||||||||||
19-32713 | Bristow Group Inc. | $ | (2,897,176 | ) | $ | (5,610,963 | ) | $ | (8,508,139 | ) | ||||
19-32714 | BHNA Holdings Inc. | — | — | — | ||||||||||
19-32715 | BriLog Leasing Ltd. | (1,663,825 | ) | (2,328,796 | ) | (3,992,620 | ) | |||||||
19-32716 | Bristow Alaska Inc. | — | — | — | ||||||||||
19-32717 | Brist Equipmt Leasing LTD | (1,236,337 | ) | (1,327,289 | ) | (2,563,626 | ) | |||||||
19-32718 | Bristow Helicopters Inc. | — | — | — | ||||||||||
19-32719 | Bristow U.S. Leasing LLC | — | — | — | ||||||||||
19-32720 | Bristow U.S. LLC | (7,592,204 | ) | (9,873,736 | ) | (17,465,940 | ) | |||||||
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Total | $ | (13,389,542 | ) | $ | (19,140,783 | ) | $ | (32,530,326 | ) |
Notes:
(1) | Does not include intercompany disbursements. |
Exhibit A | Page 9 of 10 |
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
Case Name: | BRISTOW GROUP INC., et al. | |||||||||||||||
Case Number: | 19-32713 | |||||||||||||||
Petition Date: | May 11, 2019 |
Post-Petition Payments To Professionals for the Month of:
Payments to Professionals (USD $ millions) | 31-May-19 | 30-Jun-19 | Total | |||||||||
Payments to Professionals | ||||||||||||
1 Davis Polk—Counsel to the Senior Secured Notes | $ | — | $ | (0.8 | ) | $ | (0.8 | ) | ||||
2 PJT Partners—Financial Advisor to the Senior Secured Notes | — | (0.2 | ) | (0.2 | ) | |||||||
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Total Payments to Professionals(1)(2) | $ | — | $ | (0.9 | ) | $ | (0.9 | ) | ||||
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Notes:
(1) | - Payments to ordinary course professionals are not included inMOR-7. |
(2) | - Does not include fees paid to Ankura Trust Company, the agent of the Senior Secured Notes and Term Loan, which was paid $0.4M in May and $0.3M in June. |
MOR-7 | Page 10 of 10 |