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Last updated on April 20, 2014 at 17:20 EDT

Bristow Group Reports Financial Performance for Its 2012 Third Fiscal Quarter and Nine-Month Period Ended December 31, 2011

February 2, 2012

HOUSTON, Feb. 2, 2012 /PRNewswire/ — Bristow Group Inc. (NYSE: BRS) today reported net income for the December 2011 quarter of $25.5 million, or $0.70 per diluted share, compared to net income of $41.8 million, or $1.13 per diluted share, in the same period a year ago. Adjusted net income, which excludes special items and asset disposition effects, was $27.8 million, or $0.76 per diluted share, for the December 2011 quarter, an increase from $26.3 million, or $0.71 per diluted share, for the December 2010 quarter.

Operating revenue for the December 2011 quarter increased 5% to $296.7 million from $282.6 million in the December 2010 quarter, with revenue growth in our Europe and West Africa Business Units being partially offset by lower revenue in our North America, Australia and Other International Business Units.

Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which excludes special items and asset disposition effects, was $68.9 million for the December 2011 quarter compared to $64.4 million in the same period a year ago. Net cash provided by operating activities increased 67% to $76.9 million in the December 2011 quarter from $46.2 million in the December 2010 quarter and grew 68% to $193.9 million for the nine months ended December 31, 2011 from $115.4 million in the prior fiscal year-to-date period.

The December 2011 quarter’s financial performance was negatively affected by the following:

  • A $2.2 million decrease in earnings from unconsolidated affiliates, primarily resulting from the unfavorable impact of foreign currency exchange rate changes on earnings from our investment in Lider in Brazil, which is included in our Other International Business Unit, and
  • A $2.8 million loss on disposal of assets due primarily to $2.3 million of impairment charges recorded to reduce the carrying value of two aircraft held for sale.

Adjusted operating income and adjusted EBITDA improved over the December 2010 quarter primarily due to the revenue growth in Europe and West Africa, but also due to lower incentive compensation cost at the corporate level.

We continue to see significant growth opportunities across most of our major markets as tender activity is robust and as new work has started in the December 2011 quarter, with more work commencing in the March 2012 quarter and in fiscal year 2013.

“Results for the December quarter were in line with expectations that our second half of fiscal year 2012 will be better than the first half,” said William E. Chiles, President and Chief Executive Officer of Bristow Group. “Record operating revenue was driven by strength in Nigeria and the North Sea with revenue and margins in Australia improving sequentially combined with a slow but steady recovery in the U.S. Gulf of Mexico.”

“Going forward, we are still expecting improvement in our financial results for the rest of fiscal year 2012 driven by stronger levels of activity in our Europe, Australia and Other International Business Units; however, management is disappointed with our operating results and is taking significant action to address the bottom line.” Mr. Chiles added, “That being said, our record operating cash flows are providing us with higher levels of financial flexibility and are key to providing a more balanced return for our shareholders through dividends and a well-managed share buyback program.”

THIRD QUARTER FY2012 RESULTS

  • Operating revenue increased 5% to $296.7 million compared to $282.6 million in the same period a year ago.
  • Operating income decreased 6.6% to $43.6 million in the December 2011 quarter compared to $46.6 million in the December 2010 quarter. Adjusted operating income increased 7.5% to $46.4 million compared to $43.2 million in the December 2010 quarter.
  • Net income decreased by 38.9% to $25.5 million, or $0.70 per share, compared to $41.8 million, or $1.13 per diluted share, in the December 2010 quarter. Adjusted net income increased 5.7% to $27.8 million, or $0.76 per diluted share, compared to $26.3 million, or $0.71 per diluted share, in the December 2010 quarter.
  • Adjusted EBITDA increased 7% to $68.9 million for the December 2011 quarter compared to $64.4 million in the same period a year ago.

Our Europe Business Unit saw an increase in flying activity over the prior year quarter as a result of new contracts with existing clients. However, operating margin decreased slightly despite the increase in operating revenue as a result of increased salaries and benefits, maintenance, insurance, fuel, depreciation and lease costs.

Our West Africa Business Unit saw increased flying activity over the prior year quarter as activity under new and existing contracts plus ad hoc flying more than offset the impact of the non-renewal of a major contract in the prior fiscal year. Despite the increase in operating revenue, operating income and margin for West Africa decreased in the December 2011 quarter primarily as a result of an increase in operating expense and the non-renewal of the major contract in the prior fiscal year.

Our North America Business Unit continues to see benefit from an increase in activity as drilling and completion permits are being issued; however, the pace of the new work coming on line is uncertain. We continue to see benefit from a reduction in cost structure for this business unit.

Our Australia Business Unit saw a decrease in revenue over the prior year quarter resulting from the loss of a major contract in May 2011, which has just recently been offset by new work. We are beginning to see the expected turnaround in this market, as revenue increased 10% and operating margin increased to 9.4% from 1.9% in the September 2011 quarter. We expect this improvement to continue in the March 2012 quarter.

We continue to see substantial growth opportunity in our Other International Business Unit as new aircraft commence work in a number of locations. However, our quarterly results continue to be impacted negatively by the effect of foreign currency exchange rate changes on our earnings from Lider in Brazil. Despite a loss on our earnings from Lider in the December quarter, our operating margin has improved across this business unit due to strong returns in other markets, including Malaysia.

YEAR-TO-DATE FY2012 RESULTS

  • Operating revenue increased 4.7% to $880.5 million compared to $841.2 million in the same period a year ago.
  • Operating income decreased 36.0% to $89.6 million compared to $139.9 million in the fiscal year 2011 period. Adjusted operating income decreased 9.7% to $119.9 million compared to $132.8 million in the fiscal year 2011 period.
  • Net income decreased 51.4% to $49.3 million, or $1.34 per diluted share, compared to $101.4 million, or $2.77 per diluted share, for the fiscal year 2011 period. Adjusted net income decreased 13.4% to $71.1 million, or $1.93 per diluted share, compared to $82.1 million, or $2.24 per diluted share, for the fiscal year 2011 period.
  • Adjusted EBITDA was $189.1 million compared to $195.2 million in the same period a year ago.

SHARE BUY-BACK

In November 2011, our board of directors authorized us to spend up to $100 million to repurchase shares of our common stock. On December 15, 2011, we entered into an accelerated share repurchase agreement with an independent financial institution. We paid $25 million to purchase shares of our common stock. Our effective per share purchase prices will be based generally on the average of the daily volume weighted average prices per share of our common stock, less a discount, calculated during an averaging period which began on December 20, 2011 and will last up to three months.

LEASING STRATEGY

We initiated a new financing strategy in the December 2011 quarter whereby we will be using operating leases to a greater extent than in the past. As part of this strategy, on December 29, 2011, we sold two aircraft for $47.9 million and entered into two separate agreements to lease back these aircraft, each with base terms of 60 months. Additionally, on December 30, 2011, we transferred our interest in two aircraft previously included in construction in progress within property and equipment on our condensed consolidated balance sheet in return for $23.4 million in progress payments previously paid on these aircraft. We also signed two separate agreements to lease back these aircraft, commencing at time of delivery, which is currently anticipated to be in June and July 2012. We expect to enter into more operating leases in future periods, with an initial aim for these leases to account for 20-30% of our Large Aircraft Equivalent (“LACE”) aircraft.

GUIDANCE

Bristow is revising the diluted earnings per share guidance provided in November 2011 for the full fiscal year 2012 of $3.05 to $3.30 down to $2.90 to $3.10 as a result of work shifting to fiscal year 2013 and the impact of foreign currency exchange rate changes in Brazil.

As a reminder, our GAAP earnings per share guidance does not include gains and losses on disposals of assets as well as special items because their timing and amounts are more variable and less predictable. This guidance is based on current foreign currency exchange rates. In providing this guidance, the Company has not included the impact of any changes in accounting standards and any impact from significant acquisitions or divestitures. Changes in events or other circumstances that the Company does not currently anticipate or predict could result in earnings per share for fiscal year 2012 that are significantly above or below this guidance. Factors that could cause such changes are described below under Forward-Looking Statements Disclosure.

“We continue to see success in implementing Bristow Value Added (“BVA”), with an almost doubling of operating cash flow in the first nine months of fiscal year 2012 from the prior year period,” said Jonathan E. Baliff, Senior Vice President and Chief Financial Officer of Bristow Group. “This cash flow generation combined with our strong balance sheet allows Bristow to have a safe financial profile, strategic flexibility, and creates a balanced return for shareholders through a growing dividend and opportunistic share repurchases.”

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Friday, February 3, to review financial results for the fiscal year 2012 third quarter ended December 31, 2011. This release and the most recent investor slide presentation are available in the investor relations area of our web page at www.bristowgroup.com. The conference call can be accessed as follows:

Via Webcast:

  • Visit Bristow Group’s investor relations Web page at www.bristowgroup.com
  • Live: Click on the link for “Bristow Group Fiscal 2012 Third Quarter Earnings Conference Call”
  • Replay: A replay via webcast will be available approximately one hour after the call’s completion and will be accessible for approximately 90 days

Via Telephone within the U.S.:

  • Live: Dial toll free 1-877-941-8609
  • Replay: A telephone replay will be available through February 17, 2012 and may be accessed by calling toll free 1-800-406-7325, passcode: 4503255#

Via Telephone outside the U.S.:

  • Live: Dial 480-629-9771
  • Replay: A telephone replay will be available through February 17, 2012 and may be accessed by calling 303-590-3030, passcode: 4503255#

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft operated and one of two helicopter service providers to the offshore energy industry with global operations. The Company has major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore oil and gas producing regions of the world, including Alaska, Australia, Brazil, Russia and Trinidad. For more information, visit the Company’s website at www.bristowgroup.com.

FORWARD-LOOKING STATEMENTS DISCLOSURE

Statements contained in this news release that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. These forward-looking statements include statements regarding earnings guidance, capital allocation strategy, the impact of activity levels, business performance, and other market and industry conditions. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s quarterly report on Form 10-Q for the quarter ended December 31, 2011 and the annual report on Form 10-K for the fiscal year ended March 31, 2011. Bristow Group Inc. disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events or otherwise.

Linda McNeill
Investor Relations
(713) 267-7622


                              (financial tables follow)

                         BRISTOW GROUP INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF INCOME
                                     (Unaudited)
                      (In thousands, except per share amounts)

                                            Three Months
                                                Ended                    Nine Months Ended
                                            December 31,                   December 31,
                                            ------------                   ------------
                                            2011             2010               2011           2010
                                            ----             ----               ----           ----
    Gross
     revenue:
      Operating
       revenue
       from non-
       affiliates                       $290,848         $264,064           $856,657       $788,711
      Operating
       revenue
       from
       affiliates                          5,853           18,543             23,861         52,442
       Reimbursable
       revenue
       from non-
       affiliates                         34,557           34,918            102,531         80,914
       Reimbursable
       revenue
       from
       affiliates                             77              344                383            599
                                             ---              ---                ---            ---
                                         331,335          317,869            983,432        922,666
                                         -------          -------            -------        -------
    Operating
     expense:
      Direct
       cost                              200,283          186,937            600,540        559,211
       Reimbursable
       expense                            33,258           34,548             99,162         79,746
      Impairment
       of
       inventories                             -                -             24,610              -
       Depreciation
       and
       amortization                       22,709           21,338             70,848         61,637
      General
       and
       administrative                     31,768           33,715            100,716         95,132
                                          ------           ------            -------         ------
                                         288,018          276,538            895,876        795,726
                                         -------          -------            -------        -------

    Gain
     (loss) on
     disposal
     of assets                            (2,865)             (33)            (3,060)         3,582
    Earnings
     from
     unconsolidated
     affiliates,
     net of
     losses                              3,101        5,341        5,057        9,355
                                           -----            -----              -----          -----
      Operating
       income                             43,553           46,639             89,553        139,877

    Interest
     income                                  129              417                453            877
    Interest
     expense                              (9,756)         (13,773)           (28,170)       (36,263)
    Other
     income
     (expense),
     net                                    (323)          (2,792)               608         (2,388)
                                            ----           ------                ---         ------
      Income
       before
       benefit
       (provision)
       for
       income
       taxes                            33,603       30,491       62,444      102,103
    Benefit
     (provision)
     for
     income
     taxes                              (7,118)      11,823      (11,779)         (33)
                                          ------           ------            -------            ---
      Net income                          26,485           42,314             50,665        102,070
      Net income
       attributable
       to
       noncontrolling
       interests                          (953)        (555)      (1,377)        (623)
                                            ----             ----             ------           ----
      Net income
       attributable
       to
       Bristow
       Group                           $25,532      $41,759      $49,288     $101,447
                                         =======          =======            =======       ========

    Earnings
     per
     common
     share:
      Basic                                $0.71            $1.15              $1.36          $2.82
                                           =====            =====              =====          =====
      Diluted                              $0.70            $1.13              $1.34          $2.77
                                           =====            =====              =====          =====

    Adjusted
     EBITDA                              $68,933          $64,435           $189,132       $195,221
    Adjusted
     operating
     income                              $46,418          $43,172           $119,900       $132,795
    Adjusted
     net
     income                              $27,790          $26,285            $71,089        $82,133
    Adjusted
     earnings
     per share                             $0.76            $0.71              $1.93          $2.24


                                   BRISTOW GROUP INC. AND SUBSIDIARIES
                                       CONSOLIDATED BALANCE SHEETS
                                             (In thousands)

                                                                         December
                                                                            31,       March 31,
                                                                                2011          2011
                                                                                ----          ----
                                                                       (Unaudited)

                                                 ASSETS
    Current assets:
      Cash and cash equivalents                                             $244,908      $116,361
      Accounts receivable from non-
       affiliates                                                            231,416       247,135
      Accounts receivable from affiliates                                      9,533        15,384
      Inventories                                                            157,321       196,207
      Assets held for sale                                                    30,645        31,556
      Prepaid expenses and other current
       assets                                                                 11,805        22,118
                                                                              ------        ------
           Total current assets                                              685,628       628,761
    Investment in unconsolidated
     affiliates                                                              199,901       208,634
    Property and equipment - at cost:
      Land and buildings                                                      79,284        98,054
      Aircraft and equipment                                               2,217,454     2,116,259
                                                                           ---------     ---------
                                                                           2,296,738     2,214,313
      Less - Accumulated depreciation and
       amortization                                                         (477,280)     (446,431)
                                                                            --------      --------
                                                                           1,819,458     1,767,882
    Goodwill                                                                  29,121        32,047
    Other assets                                                              31,909        38,030
                                                                              ------        ------
        Total assets                                                      $2,766,017    $2,675,354
                                                                          ==========    ==========

                                LIABILITIES AND STOCKHOLDERS' INVESTMENT

    Current liabilities:
      Accounts payable                                                       $38,172       $56,972
      Accrued wages, benefits and related
       taxes                                                                  41,294        34,538
      Income taxes payable                                                     9,270        15,557
      Other accrued taxes                                                      3,596         4,048
      Deferred revenues                                                        9,168         9,613
      Accrued maintenance and repairs                                         13,652        16,269
      Accrued interest                                                         8,087         2,279
      Other accrued liabilities                                               19,973        19,613
      Deferred taxes                                                           6,164        12,176
      Short-term borrowings and current
       maturities of long-term debt                                           14,893         8,979
                                                                              ------         -----
           Total current liabilities                                         164,269       180,044
    Long-term debt, less current
     maturities                                                              817,893       698,482
    Accrued pension liabilities                                               97,222        99,645
    Other liabilities and deferred
     credits                                                                  14,320        30,109
    Deferred taxes                                                           148,840       148,299

    Stockholders' investment:
      Common stock                                                               362           363
      Additional paid-in capital                                             699,472       689,795
      Retained earnings                                                      984,573       951,660
      Accumulated other comprehensive loss                                  (144,099)     (130,117)
      Treasury shares                                                        (25,085)            -
                                                                             -------           ---

      Total Bristow Group Inc.
       stockholders' investment                                            1,515,223     1,511,701
      Noncontrolling interests                                                 8,250         7,074
                                                                               -----         -----
        Total stockholders' investment                                     1,523,473     1,518,775
                                                                           ---------     ---------
        Total liabilities and stockholders'
         investment                                                       $2,766,017    $2,675,354
                                                                          ==========    ==========


                                BRISTOW GROUP INC. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (In thousands)
                                            (Unaudited)

                                                                      Nine Months Ended
                                                                      December 31,
                                                                      ------------
                                                                         2011               2010
                                                                         ----               ----

    Cash flows from operating activities:
      Net income                                                      $50,665           $102,070
    Adjustments to reconcile net income to net cash provided
     by operating activities:
      Depreciation and amortization                                    70,848             61,637
      Deferred income taxes                                            (6,816)            (3,648)
      Discount amortization on long-term debt                           2,507              2,360
      (Gain) loss on disposal of assets                                 3,060             (3,582)
      Impairment of inventories                                        24,610                  -
      Gain on sale of joint ventures                                        -               (572)
      Stock-based compensation                                          9,664             10,763
      Equity in earnings from unconsolidated affiliates less
       than (in excess of)
        dividends received                                              7,716             (1,447)
      Tax benefit related to stock-based compensation                    (130)              (230)
    Increase (decrease) in cash resulting from changes in:
      Accounts receivable                                              21,677            (26,514)
      Inventories                                                       6,921             (6,414)
      Prepaid expenses and other assets                                 7,382             (8,365)
      Accounts payable                                                (15,741)            (3,546)
      Accrued liabilities                                               8,741             (5,340)
      Other liabilities and deferred credits                            2,838             (1,773)
                                                                        -----             ------
    Net cash provided by operating activities                         193,942            115,399

    Cash flows from investing activities:
      Capital expenditures                                           (250,425)          (122,748)
      Deposits on assets held for sale                                      -              1,000
      Proceeds from sale of joint ventures                                  -              1,291
      Proceeds from asset dispositions                                103,537             17,175
    Net cash used in investing activities                            (146,888)          (103,282)

    Cash flows from financing activities:
      Proceeds from borrowings                                        159,993            253,013
      Debt issuance costs                                                (871)            (3,339)
      Repayment of debt and debt redemption premiums                  (36,214)          (246,553)
      Distributions to noncontrolling interest owners                       -               (637)
      Partial prepayment of put/call obligation                           (47)               (44)
      Acquisition of noncontrolling interests                            (262)              (800)
      Repurchase of common stock                                      (25,085)                 -
      Common stock dividends paid                                     (16,236)                 -
      Issuance of common stock                                          2,611                754
      Tax benefit related to stock-based compensation                     130                230
                                                                          ---                ---
    Net cash provided by financing activities                          84,019              2,624
    Effect of exchange rate changes on cash and cash
     equivalents                                                       (2,526)             8,329
                                                                       ------              -----
    Net increase in cash and cash equivalents                         128,547             23,070
    Cash and cash equivalents at beginning of period                  116,361             77,793
                                                                      -------             ------
    Cash and cash equivalents at end of period                       $244,908           $100,863
                                                                     ========           ========


                                  BRISTOW GROUP INC. AND SUBSIDIARIES
                                        SELECTED OPERATING DATA
                          (In thousands, except flight hours and percentages)
                                              (Unaudited)

                                   Three Months Ended                          Nine Months Ended
                                      December 31,                               December 31,
                                      ------------                               ------------
                                    2011                   2010                   2011               2010
                                    ----                   ----                   ----               ----
    Flight hours
     (excludes
     Bristow Academy
     and
    unconsolidated
     affiliates) :
         Europe                   14,009                 13,676                 43,532             41,075
         West Africa              11,034                  9,885                 31,283             29,217
         North America            17,609                 20,079                 58,901             64,762
         Australia                 2,425                  3,234                  8,186              9,793
         Other
          International            5,772                 11,417                 19,008             35,471
                                   -----                 ------                 ------             ------
                                  50,849                 58,291                160,910            180,318
                                  ======                 ======                =======            =======

    Operating
     revenue:
         Europe                 $106,837               $100,094               $328,827           $283,691
         West Africa              66,866                 52,568                180,193            166,443
         North America            42,430                 45,397                134,203            151,771
         Australia                33,490                 37,930                104,879            105,923
         Other
          International           37,207                 41,175                106,947            109,757
         Corporate and
          other                   10,261                  6,454                 26,543             25,398
         Intrasegment
          eliminations              (390)                (1,011)                (1,074)            (1,830)
                                    ----                 ------                 ------             ------
          Consolidated
           total                $296,701               $282,607               $880,518           $841,153
                                ========               ========               ========           ========

    Operating income
     (loss):
         Europe                  $20,792                $25,470                $67,627            $65,381
         West Africa              18,130                 15,995                 45,481             48,789
         North America             1,834                  1,917                  5,989             16,129
         Australia                 3,139                  7,139                  8,239             21,185
         Other
          International           12,453                 11,595                 26,452             24,962
         Corporate and
          other                   (9,930)               (15,444)               (61,175)          (40,151)
         Gain (loss) on
          disposal of
          other assets            (2,865)                   (33)                (3,060)             3,582
                                  ------                    ---                 ------              -----
          Consolidated
           total                 $43,553                $46,639                $89,553           $139,877
                                 =======                =======                =======           ========

    Operating
     margin:
           Europe                   19.5%                  25.4%                  20.6%              23.0%
           West Africa              27.1%                  30.4%                  25.2%              29.3%
           North America             4.3%                   4.2%                   4.5%              10.6%
           Australia                 9.4%                  18.8%                   7.9%              20.0%
           Other
            International           33.5%                  28.2%                  24.7%              22.7%
          Consolidated
           total                    14.7%                  16.5%                  10.2%              16.6%


                                         BRISTOW GROUP INC. AND SUBSIDIARIES
                                                    AIRCRAFT COUNT
                                               As of December 31, 2011

                   Aircraft in Consolidated Fleet
                   ------------------------------
                             Helicopters
                             -----------

                                                                                      Fixed
                                Small                  Medium      Large     Training   Wing Total (1) Unconsolidated   Total
                                                                                                       Affiliates
                                                       ------      -----     -------- ------ -----           (2)      -----
                                                                                                       -----------
    Europe                                      -          15         42            -      -    57            64        121
    West
     Africa                                    12          25          7            -      4    48             -         48
    North
     America                                   67          24          2            -      -    93             -         93
    Australia                                   2          10         18            -      -    30             -         30
    Other
     International                              5          44         16            -      -    65           122        187
     Corporate
     and
     other                                      -           -          -           71      -    71             -         71
                                              ---         ---        ---          ---    ---   ---           ---        ---
    Total                                      86         118         85           71      4   364           186        550
                                              ===         ===        ===          ===    ===   ===           ===        ===
     Aircraft
     not
     currently
     in
     fleet:
     (3)
      On
       order                                    -           -         16            -      -    16
      Under
       option                                   -          12         28            -      -    40

_________


            Includes 16 aircraft held for sale and 41 leased aircraft as
     (1)    follows:
                                                        Held for Sale Aircraft in
                                                         Consolidated Fleet
                                                        -------------------------
                                                        Helicopters
                                                        -----------
                                     Small      Medium      Large      Training     Fixed Total
                                     -----      ------      -----      --------     Wing  -----
                                                                                    ----
           Europe                        -           2          3             -         -     5
           West Africa                   2           1          -             -         -     3
           North America                 -           1          -             -         -     1
           Australia                     -           1          3             -         -     4
           Other International           -           3          -             -         -     3
           Corporate and other           -           -          -             -         -     -
                                       ---         ---        ---           ---       ---   ---
           Total                         2           8          6             -         -    16
                                       ===         ===        ===           ===       ===   ===

                                                        Leased Aircraft in Consolidated
                                                         Fleet
                                     -------------------------------------
                                                        Helicopters
                                                        -----------
                                     Small      Medium      Large      Training     Fixed Total
                                     -----      ------      -----      --------     Wing  -----
                                                                                    ----
           Europe                        -           -          3             -         -     3
           West Africa                   -           -          -             -         1     1
           North America                 1           9          2             -         -    12
           Australia                     2           -          -             -         -     2
           Other International           -           -          -             -         -     -
           Corporate and other           -           -          -            23         -    23
                                       ---         ---        ---           ---       ---   ---
           Total                         3           9          5            23         1    41
                                       ===         ===        ===           ===       ===   ===

            The 186 aircraft operated by our unconsolidated affiliates do not
       (2)  include those aircraft leased from us.
            This table does not reflect aircraft which our unconsolidated
       (3)  affiliates may have on order or under option


                                      BRISTOW GROUP INC. AND SUBSIDIARIES
                                              GAAP RECONCILIATIONS

    These financial measures have not been prepared in accordance with
     generally accepted accounting principles ("GAAP") and have not
     been audited or reviewed by our independent auditor.  These
     financial measures are therefore considered non-GAAP financial
     measures.  Adjusted EBITDA is calculated by taking our net income
     and adjusting for interest expense, depreciation and
     amortization, benefit (provision) for income taxes, gain (loss)
     on disposal of assets and special items, if any.  Adjusted
     operating income, adjusted net income and adjusted diluted
     earnings per share are each adjusted for gain (loss) on disposal
     of assets and special items, if any, during the reported periods.
      Management believes these non-GAAP financial measures provide
      meaningful supplemental information regarding our results because
     they exclude amounts that management does not consider part of
     our normal and recurring operations when assessing and measuring
     the operational and financial performance of the organization.  A
     description of the adjustments to and reconciliations of these
     non-GAAP financial measures to the most comparable GAAP
     financial measures is as follows:

                                                    Three Months Ended               Nine Months Ended
                                                       December 31,                     December 31,
                                                       ------------                     ------------
                                                       2011                2010              2011          2010
                                                       ----                ----              ----          ----
                                                        (In thousands, except per share amounts)
    Adjusted EBITDA                                 $68,933             $64,435          $189,132      $195,221
      Gain (loss) on disposal of
       assets                                        (2,865)                (33)           (3,060)        3,582
      Special items                                       -               1,200           (24,610)        1,200
      Interest expense                               (9,756)            (13,773)          (28,170)      (36,263)
      Depreciation and
       amortization                                 (22,709)            (21,338)          (70,848)      (61,637)
      Benefit (provision) for
       income taxes                                  (7,118)             11,823           (11,779)          (33)
                                                     ------              ------           -------           ---
    Net income                                      $26,485             $42,314           $50,665      $102,070
                                                    =======             =======           =======      ========

    Adjusted operating income                       $46,418             $43,172          $119,900      $132,795
      Gain (loss) on disposal of
       assets                                        (2,865)                (33)           (3,060)        3,582
      Special items                                       -               3,500           (27,287)        3,500
                                                        ---               -----           -------         -----
    Operating income                                $43,553             $46,639           $89,553      $139,877
                                                    =======             =======           =======      ========

    Adjusted net income                             $27,790             $26,285           $71,089       $82,133
      Gain (loss) on disposal of
       assets                                        (2,258)                (27)           (2,482)        2,972
      Special items                                       -              15,501           (19,319)       16,342
                                                        ---              ------           -------        ------
    Net income attributable to
     Bristow Group                                  $25,532             $41,759           $49,288      $101,447
                                                    =======             =======           =======      ========

    Adjusted earnings per
     share                                            $0.76               $0.71             $1.93         $2.24
      Gain (loss) on disposal of
       assets                                         (0.06)                  -             (0.07)         0.08
      Special items                                       -                0.42             (0.53)         0.45
    Earnings per share                                 0.70                1.13              1.34          2.77


                                    Three Months Ended
                                    December 31, 2010
                                    -----------------
                  Adjusted         Adjusted         Adjusted         Adjusted
                  --------         --------         --------         --------
                                                       Net
                  Operating                    EBITDA                       Income       Diluted
                  ---------            ------        -------          -------
                   Income                                            Earnings
                   ------                                            --------
                                                                        Per
                                                                   ---
                                                                  Share
                                                                  -----
                      (In thousands, except per share amounts)
    Power-by-
     the-hour
     credit           $3,500           $3,500           $2,894          $0.08
    Retirement
     of 6 1/8%
     Senior
     Notes                 -           (2,300)          (3,966)         (0.11)
    Tax items              -                -           16,573           0.45
                         ---              ---           ------
      Total
       special
       items          $3,500           $1,200          $15,501           0.42
                      ======           ======          =======

                                 Nine Months Ended
                                 December 31, 2011
                                 -----------------
                  Adjusted        Adjusted        Adjusted      Adjusted
                  --------        --------        --------      --------
                                                     Net
                 Operating                    EBITDA                     Income    Diluted
                 ---------           ------       -------       -------
                   Income                                       Earnings
                   ------                                       --------
                                                                   Per
                                                                   ---
                                                                  Share
                                                                  -----
                      (In thousands, except per share amounts)
    Impairment
     of
     inventories    $(24,610)        $(24,610)        $(17,579)        $(0.48)
    Impairment
     of assets
     in Creole,
     Louisiana        (2,677)               -           (1,740)         (0.05)
                      ------              ---           ------
      Total
       special
       items        $(27,287)        $(24,610)        $(19,319)         (0.53)
                    ========         ========         ========

                                 Nine Months Ended
                                 December 31, 2010
                                 -----------------
                  Adjusted        Adjusted        Adjusted      Adjusted
                  --------        --------        --------      --------
                                                     Net
                 Operating                    EBITDA                     Income    Diluted
                 ---------           ------       -------       -------
                   Income                                       Earnings
                   ------                                       --------
                                                                   Per
                                                                   ---
                                                                  Share
                                                                  -----
                      (In thousands, except per share amounts)
    Power-by-
     the-hour
     credit           $3,500           $3,500           $2,904          $0.08
    Retirement
     of 6 1/8%
     Senior
     Notes                 -           (2,300)          (3,900)         (0.11)
    Tax items              -                -           17,338           0.47
                         ---              ---           ------
      Total
       special
       items          $3,500           $1,200          $16,342           0.45
                      ======           ======          =======

SOURCE Bristow Group Inc.


Source: PR Newswire