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Last updated on April 18, 2014 at 16:31 EDT

Bristow Group Reports Financial Results For Its 2013 Fiscal Third Quarter And Nine-Month Period Ended December 31, 2012

February 4, 2013

HOUSTON, Feb. 4, 2013 /PRNewswire/ — Bristow Group Inc. (NYSE: BRS) today reported net income for the December 2012 quarter of $36.4 million or $1.00 per diluted share compared to net income of $25.5 million or $0.70 per diluted share in the same period a year ago. Adjusted net income, which excludes asset disposition effects and special items, was $42.6 million or $1.17 per diluted share for the December 2012 quarter, an increase of $14.8 million or $0.41 per diluted share over the December 2011 quarter.

Adjusted earnings before interest, taxes, depreciation, amortization and rent (“adjusted EBITDAR”), which excludes asset disposition effects and special items, increased 34% to $109.2 million for the December 2012 quarter compared to $81.8 million in the same period a year ago. Net cash provided by operating activities totaled $67.8 million for the December 2012 quarter compared to $76.9 million in the December 2011 quarter. As of December 31, 2012, cash totaled $231.9 million and our total liquidity, which includes cash and borrowing availability under our revolving credit facility, was $431.3 million.

Operating revenue for the December 2012 quarter increased 17% to $346.7 million from $296.7 million in the December 2011 quarter primarily resulting from:

  • The addition of eight aircraft operating in Canada that contributed $13.8 million in operating revenue ($8.2 million in North America and $5.6 million in Corporate and other),
  • Increases in operating revenue in Europe of $17.6 million, Australia of $8.1 million, West Africa of $9.7 million and the U.S. Gulf of Mexico of $9.0 million, each primarily related to the addition of new contracts and improvements in pricing, and
  • A favorable impact from changes in foreign currency exchange rates that increased gross revenue by $2.9 million (primarily in Europe).

Partially offsetting these increases was a decrease in operating revenue in our Other International Business Unit of $5.2 million as a result of the end of short-term contracts and a decline in activity in certain markets.

The December 2012 quarter’s results also benefitted from a significant increase in earnings from unconsolidated affiliates, related primarily to an improvement in earnings from our investment in Lider in Brazil, which increased from a loss of $0.4 million in the December 2011 quarter to earnings of $4.2 million in the December 2012 quarter. The increase in earnings from Lider is primarily due to additional aircraft on contract with the remaining improvement of $1.7 million resulting from the impact of foreign currency exchange rate changes.

Additionally, we recognized a pre-tax gain on disposal of assets in the December 2012 quarter of $7.4 million compared to a pre-tax loss on disposal of assets in the December 2011 quarter of $2.9 million.

The year-over-year improvement in operating income was driven primarily by the items discussed above and partially offset by the following:

  • A $9.9 million increase in general and administrative expense, primarily resulting from an increase in incentive compensation as a result of our stock price out-performing our peers,
  • An increase in salaries and benefits of $8.6 million and maintenance expense of $7.7 million due to the increase in activity in certain markets and the addition of aircraft operating in Canada,
  • Increased rent expense of $4.8 million resulting from a higher number of aircraft under operating leases, and
  • A $1.3 million allowance for doubtful accounts recorded for accounts receivable due from ATP, a client in the U.S. Gulf of Mexico, which is subject to a disgorgement agreement entered into in connection with ATP’s bankruptcy.

As a result of the year-over-year improvement in operating income, net income and diluted earnings per share each increased 43% over the December 2011 quarter. This improvement was partially offset by the impact of the early retirement of the 7 ½% Senior Notes due 2017 (“7 ½% Senior Notes”) and partial repayment of the $225 million 364-day term loan (see Financing Activities below). Adjusted diluted EPS, which excludes asset disposition effects and special items, increased 54% over the December 2011 quarter driven by strong revenue performance and the increase in earnings from unconsolidated affiliates in the December 2012 quarter.

“I am proud of our global team of operations, commercial and support personnel who continue to deliver operational excellence for our clients and valued passengers in the face of significant industry challenges. The significant increase in third quarter revenue, as well as strong earnings and cash flow, are a testament to our commitment to operational excellence, especially to our core value of safety,” said William E. Chiles, President and Chief Executive Officer of Bristow Group. “We continue to benefit from improved performance in Australia, West Africa and the U.S. Gulf of Mexico as well as strength in the U.K. and Norway led by increased activity and improved contract terms. The recent investment in Cougar Helicopters delivered robust growth in this quarter’s financial performance, and future results should continue to benefit from the outstanding personnel, asset quality and growth profile that Cougar possesses.”

Mr. Chiles continued, “We continue to work closely with our clients to mitigate the impact of the aviation authority suspension of flight operations of sixteen large Eurocopter EC225 Super Puma aircraft across our fleet. Despite this situation, we are expecting the improved and consistent financial results experienced over the recent quarters to continue throughout the remainder of fiscal 2013. During times like these, Bristow’s financial strength and commitment to operational excellence – to provide unmatched safety, reliability and hassle-free service – is proving to be a key differentiator for our clients.”

THIRD QUARTER FY2013 BUSINESS UNIT RESULTS

Our investment in the Atlantic Canada market through our affiliate relationship with Cougar Helicopters Inc. (“Cougar”) contributed to the significant improvement in revenue and adjusted EBITDAR margins in North America. Additionally, flight activity with medium and large aircraft in our North America Business Unit continued to drive operating improvement in the U.S. Gulf of Mexico in the December 2012 quarter. Operating revenue increased 39.8% resulting primarily from the additional activity of medium and large aircraft despite no significant change in overall flight hours from the December 2011 quarter. The Cougar investment combined with the increased demand in the U.S. Gulf of Mexico increased North America’s adjusted EBITDAR and EBITDAR margin to $17.3 million and 29.1%, respectively, in the December 2012 quarter compared to $6.3 million and 14.8%, respectively, in the December 2011 quarter.

Prior to the suspension of operations of the twelve Eurocopter EC225 Super Puma aircraft operating in the U.K., strong demand for our services, both from new and existing clients in the Northern North Sea and in Norway, permitted us to add seven new large aircraft to our Europe Business Unit over the past year. These new aircraft, as well as an overall increase in pricing on many of our existing contracts disclosed in the second quarter, led to a 16.5% increase in operating revenue and a 49.7% increase in adjusted EBITDAR over the December 2011 quarter. We executed operating leases for six new large aircraft in this market in late fiscal year 2012 and fiscal year 2013, contributing to the increase in adjusted EBITDAR margin. The additional activity increased Europe’s adjusted EBITDAR and EBITDAR margin to $49.1 million and 39.5%, respectively, in the December 2012 quarter compared to $32.8 million and 30.7%, respectively, in the December 2011 quarter.

Activity levels continue to be strong in our West Africa Business Unit, leading to a 14.5% increase in operating revenue over the December 2011 quarter. Adjusted EBITDAR and adjusted EBITDAR margin improved sequentially from $17.3 million and 26.5%, respectively, in the September 2012 quarter to $26.8 million and 35.0%, respectively, in the December 2012 quarter due to strong activity levels. The additional activity increased West Africa’s adjusted EBITDAR to $26.8 million in the December 2012 quarter compared to $24.8 million in the December 2011 quarter. However, as a result of increases in salary and maintenance costs, adjusted EBITDAR margin decreased from 37.2% in the December 2011 quarter to 35.0% in the December 2012 quarter.

As a result of a 34% increase in flight activity in Australia, driven by new contracts and increased ad hoc work, operating revenue increased by 24.1% in the December 2012 quarter versus the December 2011 quarter. The increase in operating revenue improved Australia’s adjusted EBITDAR and EBITDAR margin to $11.4 million and 27.3%, respectively, in the December 2012 quarter compared to $7.9 million and 23.5%, respectively, in the December 2011 quarter.

Our Other International Business Unit saw an increase in adjusted EBITDAR margin to 55.7% in the December 2012 quarter primarily as a result of an increase in earnings from unconsolidated affiliates related to our investment in Lider, which contributed earnings of $4.2 million in the December 2012 quarter compared to a loss of $0.4 million during the December 2011 quarter.

YTD FY2013 RESULTS

  • Operating revenue increased 13% to $993.3 million compared to $880.5 million for the same period a year ago.
  • Operating income increased 80% to $161.4 million compared to $89.6 million for the same period a year ago.
  • Net income increased 82% to $89.7 million or $2.45 per diluted share compared to $49.3 million or $1.34 per diluted share for the same period a year ago. Adjusted net income increased 43% to $101.3 million or $2.77 per diluted share compared to $71.1 million or $1.93 per diluted share in the same period a year ago.
  • Adjusted EBITDAR increased 26% to $278.0 million compared to $220.0 million for the same period a year ago. Net cash provided by operating activities totaled $202.7 million compared to $193.9 million for the same period a year ago.

COMPETITOR’S EUROCOPTER EC225 INCIDENT

On October 22, 2012, an incident occurred with a Eurocopter EC225 Super Puma helicopter operated by another helicopter company, which resulted in a controlled ditching on the North Sea, south of the Shetland Isles, U.K. Following the ditching, all 19 passengers and crew were recovered safely and without injuries.

Related to this incident, the Civil Aviation Authorities (“CAAs”) in the U.K. and Norway issued safety directives in October 2012, requiring operators to suspend operations of the affected aircraft. As a result, we will not be operating a total of sixteen large Eurocopter EC225 Super Puma helicopters until further notice: twelve in the U.K., three in Australia and one in Norway. Our other commercial aircraft continue to operate globally.

In order to mitigate the impact of this suspension on our clients, we have increased utilization of other in-region aircraft, implemented contingency plans designed to return to service previously stored Eurocopter AS332L helicopters not affected by the CAA safety directives and entered into an agreement on November 7, 2012 to purchase ten Sikorsky S-92 large aircraft with options for 16 more.

Currently, no contracts have been cancelled, and we believe we have the contractual right to continue to receive the monthly standing charges billed to our clients. However, in certain instances we are not receiving payment for the monthly standing charges in a timely manner, and we are in discussions with our clients regarding these charges. While the lack of timely payment of these monthly standing charges did not have a material impact on the results of operations for the three or nine months ended December 31, 2012, we are currently unable to determine whether the October 22(nd) incident and the resulting actions taken by the CAAs will have a material adverse effect on our future business, financial condition or results of operations.

COUGAR INVESTMENT

In early October 2012, we completed our investment in 40 newly issued Class B shares (“Class B Shares”) of the capital of Cougar, the largest offshore energy and search and rescue (“SAR”) helicopter service provider in Canada, and certain aircraft, facilities and inventory used by Cougar in its operations, for $250 million, of which $23.8 million had been previously paid for an aircraft and certain other advances, resulting in a net cash outlay of $226.2 million. Cougar’s operations are primarily focused on serving the offshore oil and gas industry off Canada’s Atlantic coast and in the Arctic. The operating assets purchased include eight Sikorsky S-92 large helicopters, inventory and helicopter passenger, maintenance and SAR facilities located in St. John’s, Newfoundland and Labrador and Halifax, Nova Scotia. The purchased aircraft and facilities are leased to Cougar on a long-term basis. The Class B Shares represent 25% of the voting power and 40% of the economic interests in Cougar. In addition to the $250 million initial cash consideration, the terms of the purchase agreement include a potential earn-out of $40 million payable over three years based on Cougar achieving certain agreed performance targets.

FINANCING ACTIVITIES

During the December 2012 quarter, we raised $675 million through the offering of $450 million of 6¼% senior notes due 2022 (“6 ¼% Senior Notes”) and proceeds from a $225 million 364-day term loan (“364-Day Term Loan”). Net proceeds from the issuance of the 6 ¼% Senior Notes were used to purchase and redeem all $350 million of our 7 ½% Senior Notes and for general corporate purposes, and proceeds from the 364-Day Term Loan were used to complete the Cougar investment. Additionally, in December 2012, we completed the sale and leaseback of one large aircraft.

During the December 2012 quarter, we incurred $14.9 million in premium and fees for the cash tender offer and redemption of the 7 ½% Senior Notes which is included in extinguishment of debt on our condensed consolidated statements of income. Additionally, we wrote-off $2.9 million of unamortized deferred financing fees related to the 7 ½% Senior Notes, which is included in interest expense on our condensed consolidated statements of income. On October 1, 2012, we entered into an agreement which provided for the 364-Day Term Loan. Proceeds from the 364-Day Term Loan were used to finance the purchase of the Class B Shares of Cougar in Canada and certain aircraft, facilities and inventory used by Cougar in its operations. During the December 2012 quarter, we repaid $115.0 million of the 364-Day Term Loan and wrote-off $1.5 million of deferred financing fees included in interest expense on our condensed consolidated statement of income.

DIVIDEND AND SHARE REPURCHASES

On January 31, 2013, our Board of Directors declared an eighth consecutive quarterly dividend. This dividend of $0.20 per share will be paid on March 15, 2013 to shareholders of record on March 1, 2013. Based on shares outstanding as of December 31, 2012, the total quarterly dividend payment will be approximately $7.2 million. Also on November 2, 2012, our Board of Directors authorized the expenditure of up to $100 million to repurchase shares of our common stock for up to 12 months from that date. During the December 2012 quarter, we spent $1.2 million to repurchase 24,709 shares.

GUIDANCE

Bristow is increasing the adjusted earnings per share guidance range of $3.25 to $3.55 provided in May 2012 for the full fiscal year 2013 to $3.60 to $3.85.

“We have increased our fiscal 2013 guidance based on the strong results and consistent performance of our first three fiscal quarters and the contribution expected from our recent investment in Cougar, taking into account continued uncertainty around the suspension of operations of our sixteen Eurocopter EC225 Super Puma aircraft,” said Jonathan E. Baliff, Senior Vice President and Chief Financial Officer of Bristow Group. “In addition to the fiscal 2013 adjusted earnings per share guidance update, we are also now providing a long term average adjusted earnings growth rate of 10-15% per year as management’s perspective on the growth profile of our business in the long run. This is a testament to our global operations and commercial teams’ dedication to operational excellence and the predictable business model for our clients and shareholders.”

As a reminder, our earnings per share guidance does not include gains and losses on disposal 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, we have not included the impact of any changes in accounting standards nor the impact from any significant acquisitions and divestitures. Changes, events or other circumstances that we cannot currently anticipate or predict could result in earnings per share for fiscal year 2013 that are significantly above or below this guidance, including the impact of the recent suspension of operations of Eurocopter EC225 Super Puma aircraft and changes in the market and industry. Factors that could cause such changes are described below under Forward-Looking Statements Disclosure.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Tuesday, February 5, 2013 to review financial results for the fiscal year 2013 third quarter ended December 31, 2012. 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 2013 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 1-877-941-6009
  • Replay: A telephone replay will be available through February 19, 2013 and may be accessed by calling toll free 1-800-406-7325, passcode: 4588197#

Via Telephone outside the U.S.:

  • Live: Dial 1-480-629-9818
  • Replay: A telephone replay will be available through February 19, 2013 and may be accessed by calling 1-303-590-3030, passcode: 4588197#

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, Canada, 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, revenue growth, margins, the impact of activity levels, business performance, the October 2012 incident and resulting actions taken by the CAA in the U.K., 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, 2012 and the annual report on Form 10-K for the fiscal year ended March 31, 2012. 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
                                                                   (In thousands, except per share
                                                               amounts, percentages and flight hours)
                                                                             (Unaudited)

                                                                                        Three Months Ended                             Nine Months Ended
                                                                                December 31,                                 December 31,
                                                                              ------------                             ------------
                                                                                     2012                   2011                 2012                    2011
                                                                                     ----                   ----                 ----                    ----

    Gross revenue:
                                       Operating
                                       revenue from
                                       non-
                                       affiliates                    $326,481                           $290,848                         $960,993              $856,657
                                       Operating
                                       revenue from
                                       affiliates                      20,199                              5,853                           32,292                23,861
                                       Reimbursable
                                       revenue from
                                       non-
                                       affiliates                      41,657                             34,557                          123,330               102,531
                                       Reimbursable
                                       revenue from
                                       affiliates                         132                                 77                              216                   383

                                                                      388,469                            331,335                        1,116,831               983,432
                                                                      -------                            -------                        ---------               -------
    Operating expense:
                                      Direct cost                     224,739                            200,283                          672,002               600,540
                                       Reimbursable
                                       expense                         39,434                             33,258                          118,240                99,162
                                       Impairment of
                                       inventories                          -                                  -                                -                24,610
                                       Depreciation
                                       and
                                       amortization                    24,867                             22,709                           69,560                70,848
                                       General and
                                       administrative                  41,623                             31,768                          114,308               100,716

                                                                      330,663                            288,018                          974,110               895,876
                                                                      -------                            -------                          -------               -------

    Gain (loss) on disposal of assets                   7,396                      (2,865)                            819                              (3,060)
    Earnings from unconsolidated
     affiliates, net of losses                          8,918                       3,101                          17,901                               5,057
                                                        -----                       -----                          ------                               -----
                                       Operating
                                       income                          74,120                             43,553                          161,441                89,553

    Interest income                                       134                         129                             485                                 453
    Interest expense                                  (14,742)                     (9,756)                        (32,113)                            (28,170)
    Extinguishment of debt                            (14,932)                          -                         (14,932)                                  -
    Other income (expense), net                          (106)                       (323)                         (1,255)                                608
                                                         ----                        ----                          ------                                 ---
                                       Income before
                                       provision
                                       for income
                                       taxes                           44,474                             33,603                          113,626                62,444
    Provision for income taxes                         (7,788)                     (7,118)                        (22,310)                            (11,779)
                                                       ------                      ------                         -------                             -------
                                      Net income                       36,686                             26,485                           91,316                50,665
                                       Net income
                                       attributable
                                       to
                                       noncontrolling
                                       interests                         (294)                              (953)                          (1,594)               (1,377)

                                       Net income
                                       attributable
                                       to Bristow
                                       Group                          $36,392                            $25,532                          $89,722               $49,288

    Diluted earnings per common share                   $1.00                       $0.70                           $2.45                               $1.34
    Operating margin                                     21.4%                       14.7%                           16.3%                               10.2%
    Flight hours                                       49,733                      50,849                         159,899                             160,910

    Non-GAAP financial measures:
                                       Adjusted
                                       operating
                                       income                         $66,724                            $46,418                         $160,000              $119,900
                                       Adjusted
                                       operating
                                       margin                            19.2%                              15.6%                            16.1%                 13.6%
                                       Adjusted
                                       EBITDAR                       $109,223                            $81,769                         $277,950              $220,029
                                       Adjusted
                                       EBITDAR
                                       margin                            31.5%                              27.6%                            28.0%                 25.0%
                                       Adjusted net
                                       income                         $42,632                            $27,790                         $101,304               $71,089
                                       Adjusted
                                       diluted
                                       earnings per
                                       share                            $1.17                              $0.76                            $2.77                 $1.93
                                                BRISTOW GROUP INC. AND SUBSIDIARIES
                                                    CONSOLIDATED BALANCE SHEETS
                                                           (In thousands)
                                                            (Unaudited)

                                                                                               December 31, March 31,
                                                                                                       2012       2012
                                                                                                                  ----

    ASSETS
    Current assets:
                                              Cash and cash
                                              equivalents                            $231,898                 $261,550
                                              Accounts
                                              receivable
                                              from non-
                                              affiliates                              267,549                  280,985
                                              Accounts
                                              receivable
                                              from
                                              affiliates                                7,206                    5,235
                                             Inventories                              169,255                  157,825
                                              Assets held
                                              for sale                                 14,828                   18,710
                                              Prepaid
                                              expenses and
                                              other current
                                              assets                                   23,195                   12,168

                                             Total current assets                     713,931                  736,473
    Investment in unconsolidated affiliates                                267,225                  205,100
    Property and equipment - at cost:
                                              Land and
                                              buildings                               107,057                   80,835
                                              Aircraft and
                                              equipment                             2,357,774                2,099,642

                                                                                    2,464,831                2,180,477
                                              Less -
                                              Accumulated
                                              depreciation
                                              and
                                              amortization                           (480,393)                (457,702)

                                                                                    1,984,438                1,722,775
    Goodwill                                                                29,826                   29,644
    Other assets                                                            55,138                   46,371
                                                                            ------                   ------
    Total assets                                                        $3,050,558               $2,740,363
                                                                        ==========               ==========

    LIABILITIES AND STOCKHOLDERS' INVESTMENT
    Current liabilities:
                                              Accounts
                                              payable                                 $62,864                  $56,084
                                              Accrued wages,
                                              benefits and
                                              related taxes                            50,526                   44,325
                                              Income taxes
                                              payable                                  12,908                    9,732
                                              Other accrued
                                              taxes                                     7,818                    5,486
                                              Deferred
                                              revenue                                  19,581                   14,576
                                              Accrued
                                              maintenance
                                              and repairs                              18,344                   14,252
                                              Accrued
                                              interest                                  6,435                    2,300
                                              Other accrued
                                              liabilities                              27,123                   23,005
                                             Deferred taxes                            12,173                   15,070
                                              Short-term
                                              borrowings
                                              and current
                                              maturities of
                                              long-term
                                              debt                                    130,313                   14,375

                                             Total current liabilities                348,085                  199,205
    Long-term debt, less current maturities                                770,262                  742,870
    Accrued pension liabilities                                            115,721                  111,742
    Other liabilities and deferred credits                                  52,350                   16,768
    Deferred taxes                                                         147,316                  147,954
    Commitments and contingencies
    Stockholders' investment:
                                             Common stock                                 366                      363
                                              Additional
                                              paid-in
                                              capital                                 724,805                  703,628
                                              Retained
                                              earnings                              1,061,648                  993,435
                                              Accumulated
                                              other
                                              comprehensive
                                              loss                                   (153,679)                (159,239)
                                              Treasury
                                              shares, at
                                              cost                                    (26,304)                 (25,085)

    Total Bristow Group Inc. stockholders'
     investment                                                          1,606,836                1,513,102
    Noncontrolling interests                                                 9,988                    8,722
                                                                             -----                    -----
    Total stockholders' investment                                       1,616,824                1,521,824
                                                                         ---------                ---------
    Total liabilities and stockholders'
     investment                                                         $3,050,558               $2,740,363
                                                                        ==========               ==========

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

                                                                                      Nine Months Ended
                                                                                              December 31,
                                                                                              ------------
                                                                                              2012             2011
                                                                                              ----             ----

    Cash flows from operating activities:
                                              Net income                        $91,316                     $50,665
    Adjustments to reconcile net income to
     net cash provided by operating
     activities:
                                               Depreciation
                                               and
                                               amortization                      69,560                      70,848
                                               Deferred
                                               income taxes                      (5,170)                     (6,816)
                                               Write-off of
                                               deferred
                                               financing
                                               fees                               2,889                           -
                                               Discount
                                               amortization
                                               on long-term
                                               debt                               2,663                       2,507
                                               (Gain) loss on
                                               disposal of
                                               assets                              (819)                      3,060
                                               Impairment of
                                               inventories                            -                      24,610
                                               Extinguishment
                                               of debt                           14,932                           -
                                               Stock-based
                                               compensation                       9,008                       9,664
                                               Equity in
                                               earnings from
                                               unconsolidated
                                               affiliates
                                               (in excess
                                               of) less than
                                               dividends
                                               received
                                                                  (4,343)                    7,716
                                               Tax benefit
                                               related to
                                               stock-based
                                               compensation                        (361)                       (130)
    Increase (decrease) in cash resulting
     from changes in:
                                               Accounts
                                               receivable                         6,732                      21,677
                                              Inventories                       (10,039)                      6,921
                                               Prepaid
                                               expenses and
                                               other assets                      (8,038)                      7,382
                                               Accounts
                                               payable                            2,554                     (15,741)
                                               Accrued
                                               liabilities                       28,029                       8,741
                                               Other
                                               liabilities
                                               and deferred
                                               credits                            3,810                       2,838

    Net cash provided by operating
     activities                                                  202,723                   193,942

    Cash flows from investing activities:
                                               Capital
                                               expenditures                   (427,370)                    (250,425)
                                               Proceeds from
                                               asset
                                               dispositions                     130,922                     103,537
                                               Investment in
                                               unconsolidated
                                               affiliate                        (51,179)                          -

    Net cash used in investing activities                      (347,627)                 (146,888)

    Cash flows from financing activities:
                                               Proceeds from
                                               borrowings                       675,000                     159,993
                                               Debt issuance
                                               costs                            (10,345)                       (871)
                                               Repayment of
                                               debt and debt
                                               redemption
                                               premiums                       (549,234)                     (36,214)
                                               Partial
                                               prepayment of
                                               put/call
                                               obligation                           (48)                        (47)
                                               Acquisition of
                                               noncontrolling
                                               interests                              -                        (262)
                                               Repurchase of
                                               common stock                      (1,218)                    (25,085)
                                               Common stock
                                               dividends
                                               paid                             (21,509)                    (16,236)
                                               Issuance of
                                               common stock                      11,515                       2,611
                                               Tax benefit
                                               related to
                                               stock-based
                                               compensation                         361                         130

    Net cash (used in) provided by financing
     activities                                                  104,522                    84,019
    Effect of exchange rate changes on cash
     and cash equivalents                                         10,730                    (2,526)
                                                                  ------                    ------
    Net increase in cash and cash
     equivalents                                                 (29,652)                  128,547
    Cash and cash equivalents at beginning
     of period                                                   261,550                   116,361
                                                                 -------                   -------
    Cash and cash equivalents at end of
     period                                                     $231,898                  $244,908
                                                                ========                  ========

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

                                                                   Three Months                     Nine Months
                                                                       Ended                           Ended
                                                                   December 31,                    December 31,
                                                                   ------------                  ------------
                                                                           2012                    2011                              2012               2011
                                                                           ----                    ----                              ----               ----
    Flight hours (excludes Bristow Academy and
     unconsolidated affiliates):
                        Europe                             14,399                                14,009                                     47,535              43,532
                        West Africa                        11,060                                11,034                                     32,449              31,283
                        North America                      17,159                                17,609                                     57,889              58,901
                        Australia                           3,247                                 2,425                                      9,000               8,186
                         Other
                         International                      3,868                                 5,772                                     13,026              19,008
                                                                         49,733                              50,849                                  159,899             160,910
                                                                         ======                              ======                                  =======             =======

    Operating revenue:
                        Europe                           $124,418                              $106,837                                   $372,646            $328,827
                        West Africa                        76,541                                66,866                                    208,169             180,193
                        North America                      59,327                                42,430                                    168,934             134,203
                        Australia                          41,554                                33,490                                    118,173             104,879
                         Other
                         International                     31,983                                37,207                                     97,295             106,947
                         Corporate and
                         other                             13,786                                10,261                                     30,023              26,543
                         Intrasegment
                         eliminations                        (929)                                 (390)                                    (1,955)             (1,074)
                                                             ----                                  ----                                     ------              ------
                                            Consolidated
                                            total                      $346,680                            $296,701                                 $993,285            $880,518
                                                                       ========                            ========                                 ========            ========

    Operating income (loss):
                        Europe                            $31,235                               $20,792                                    $80,119             $67,627
                        West Africa                        22,883                                18,130                                     52,444              45,481
                        North America                       8,560                                 1,834                                     21,165               5,989
                        Australia                           6,237                                 3,139                                     19,575               8,239
                         Other
                         International                     13,754                                12,453                                     31,495              26,452
                         Corporate and
                         other                            (15,945)                               (9,930)                                   (44,176)            (61,175)
                         Loss on disposal
                         of assets                          7,396                                (2,865)                                       819              (3,060)
                                                            -----                                ------                                        ---              ------
                                            Consolidated
                                            total                       $74,120                             $43,553                                 $161,441             $89,553
                                                                        =======                             =======                                 ========             =======

    Operating margin:
                        Europe                               25.1%                                 19.5%                                      21.5%               20.6%
                        West Africa                          29.9%                                 27.1%                                      25.2%               25.2%
                        North America                        14.4%                                  4.3%                                      12.5%                4.5%
                        Australia                            15.0%                                  9.4%                                      16.6%                7.9%
                         Other
                         International                       43.0%                                 33.5%                                      32.4%               24.7%
                                            Consolidated
                                            total                          21.4%                               14.7%                                    16.3%               10.2%

    Adjusted EBITDAR:
                        Europe                            $49,095                               $32,802                                   $132,004            $104,192
                        West Africa                        26,826                                24,846                                     65,286              61,935
                        North America                      17,279                                 6,267                                     41,246              22,382
                        Australia                          11,351                                 7,885                                     32,442              20,563
                         Other
                         International                     17,814                                17,800                                     43,529              41,132
                         Corporate and
                         other                            (13,142)                               (7,831)                                   (36,557)            (30,175)
                                                          -------                                ------                                    -------             -------
                                            Consolidated
                                            total                      $109,223                             $81,769                                 $277,950            $220,029
                                                                       ========                             =======                                 ========            ========

    Adjusted EBITDAR margin:
                        Europe                               39.5%                                 30.7%                                      35.4%               31.7%
                        West Africa                          35.0%                                 37.2%                                      31.4%               34.4%
                        North America                        29.1%                                 14.8%                                      24.4%               16.7%
                        Australia                            27.3%                                 23.5%                                      27.5%               19.6%
                         Other
                         International                       55.7%                                 47.8%                                      44.7%               38.5%
                                            Consolidated
                                            total                          31.5%                               27.6%                                    28.0%               25.0%
                                                                                  BRISTOW GROUP INC. AND SUBSIDIARIES
                                                                                            AIRCRAFT COUNT
                                                                                        As of December 31, 2012
                                                                                              (Unaudited)

                                              Aircraft in Consolidated Fleet
                                    ------------------------------
                                        Helicopters
                             -----------
                           Small                         Medium              Large                        Training        Fixed                  Unconsolidated
                                                                                                                           Wing     Total (1)(2) Affiliates (3)     Total
                                                                                                                           ----                   -------------     -----
    Europe                           -                               12               48                                -   -                 60                 64   124
    West Africa                      9                               25                6                                -         3           43                  -    43
    North America                   66                               24               10                                -         -          100                  -   100
    Australia                        2                               10               13                                -         -           25                  -    25
    Other International              3                               33               14                                -         -           50                136   186
    Corporate and other              -                                -                -                               78         -           78                  -    78
                                   ---                              ---              ---                              ---       ---          ---                ---   ---
    Total                           80                              104               91                               78         3          356                200   556
                                   ===                              ===              ===                              ===       ===          ===                ===   ===
    Aircraft not currently
     in fleet: (4)
        On order                     -                               10               27                                -         -           37
        Under option                 -                               28               37                                -         -           65

_________

    (1)          Includes 17 aircraft
                 held for sale and 61
                 leased aircraft as
                 follows:

                                             Held for Sale Aircraft in Consolidated Fleet
                         --------------------------------------------
                                             Helicopters
                         -----------
                                Small                        Medium                       Large     Training     Fixed Total
                                                                                                                  Wing
                                                                                                                  ----
     Europe                               -                               2                       2            -   -           4
     West Africa                          -                               1                       -            -   -           1
     North America                        -                               -                       -            -   -           -
     Australia                            -                               4                       -            -   -           4
     Other International                  -                               8                       -            -   -           8
     Corporate and other                  -                               -                       -            -   -           -
                                        ---                             ---                     ---          ---  ---        ---
     Total                                -                              15                       2            -   -          17
                                        ===                             ===                     ===          ===  ===        ===

                                             Leased Aircraft in Consolidated Fleet
                         -------------------------------------
                                             Helicopters
                         -----------
                                Small                        Medium                       Large     Training     Fixed Total
                                                                                                                  Wing
                                                                                                                  ----
     Europe                               -                               -                      10            -   -          10
     West Africa                          -                               1                       -            -   -           1
     North America                        1                              11                       2            -   -          14
     Australia                            2                               -                       3            -   -           5
     Other International                  -                               -                       -            -   -           -
     Corporate and other                  -                               -                       -           31   -          31
                                        ---                             ---                     ---          ---  ---        ---
     Total                                3                              12                      15           31   -          61
                                        ===                             ===                     ===          ===  ===        ===
     (2)          The average age of our fleet,
                  excluding training aircraft, was
                  11 years as of December 31, 2012.
     (3)          The 200 aircraft operated by our
                  unconsolidated affiliates do not
                  include those aircraft leased
                  from us.
     (4)          This table does not reflect
                  aircraft which our unconsolidated
                  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 EBITDAR is calculated by
     taking our net income and adjusting for
     interest expense, depreciation and
     amortization, rent expense, 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 when assessing
     and measuring the operational and financial
     performance of the organization, as further
     discussed in the Company's quarterly report on
     Form 10-Q for the quarter ended December 31,
     2012.  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,
                                                          ------------                                 ------------
                                                      2012                          2011                  2012                      2011
                                                      ----                          ----                  ----                      ----
                                                                   (In thousands, except per share amounts)
    Adjusted operating
     income                                $66,724                               $46,418                          $160,000               $119,900
                             Gain (loss)
                             on disposal
                             of assets               7,396                                   (2,865)                           819                 (3,060)
                             Special
                             items                       -                                        -                            622                (27,287)

    Operating income                       $74,120                               $43,553                          $161,441                $89,553
                                           =======                               =======                          ========                =======

    Adjusted EBITDAR                      $109,223                               $81,769                          $277,950               $220,029
                             Gain (loss)
                             on disposal
                             of assets               7,396                                   (2,865)                           819                 (3,060)
                             Special
                             items                 (14,932)                                       -                        (14,310)               (24,610)
                             Depreciation
                             and
                             amortization          (24,867)                                 (22,709)                       (69,560)               (70,848)
                            Rent expense           (17,604)                                 (12,836)                       (49,160)               (30,897)
                             Interest
                             expense               (14,742)                                  (9,756)                       (32,113)               (28,170)
                             Provision
                             for income
                             taxes                  (7,788)                                  (7,118)                       (22,310)               (11,779)

    Net income                             $36,686                               $26,485                           $91,316                $50,665
                                           =======                               =======                           =======                =======

    Adjusted net income                    $42,632                               $27,790                          $101,304                $71,089
                             Gain (loss)
                             on disposal
                             of assets
                             (i)                     6,101                                   (2,258)                           658                 (2,482)
                             Special
                             items (i)             (12,341)                                       -                        (12,240)               (19,319)

    Net income attributable
     to Bristow Group                      $36,392                               $25,532                           $89,722                $49,288
                                           =======                               =======                           =======                =======

    Adjusted diluted
     earnings per share                      $1.17                                 $0.76                             $2.77                  $1.93
                             Gain (loss)
                             on disposal
                             of assets
                             (i)                      0.17                                    (0.06)                          0.02                  (0.07)
                             Special
                             items (i)               (0.34)                                       -                          (0.33)                 (0.53)
    Diluted earnings per
     share                                    1.00                                  0.70                              2.45                   1.34

_________

    (i)          These amounts are presented
                 after applying the
                 appropriate tax effect to
                 each item and dividing by
                 the weighted average
                 shares outstanding during
                 the related period to
                 calculate the earnings per
                 share impact.
    The 7 1/2% Senior Notes
     retirement (the premium and
     write-off of deferred
     financing fees) and write-off
     of deferred financing fees for
     the 364-Day Term Loan have
     been identified as special
     items for the three months
     ended December 31, 2012 as they
     are not considered by
     management to be part of our
     normal operations when
     assessing and measuring the
     operational and financial
     performance of the
     organization.  The impact of
     these items on our adjusted
     operating income, adjusted
     EBITDAR, adjusted net income
     and adjusted diluted earnings
     per share is as follows:
                                    Three Months Ended
                                    December 31, 2012
                                    -----------------
                                                      Adjusted               Adjusted       Adjusted  Adjusted
                                                     Operating                EBITDAR      Net Income Diluted
                                                       Income                                         Earnings
                                                                                                         Per
                                                                                                        Share
                                                                                                        -----
                                      (In thousands, except per share amounts)
     7 1/2%
     Senior
     Notes
     retirement                     $                    -                            $14,932          $11,377         $0.31
     364-Day
     Term Loan
     financing
     fees                                                -                                  -              964          0.03
                                                        ---                               ---              ---
                Total special items                                             $   -         $14,932          $12,341       0.34
                                                                              === ===         =======          =======
    A correction of a calculation
     error related to Lider
     severance costs in the Southern
     North Sea, the 7 1/2% Senior
     Notes retirement (the premium
     and write-off of deferred
     financing costs) and write-off
     of deferred financing fees for
     the 364-Day Term Loan have
     been identified as special
     items for the nine months ended
     December 31, 2012 and non-cash
     impairment charges related to
     inventory spare parts and the
     abandonment of assets at the
     Creole, Louisiana location have
     been identified as special
     items for the nine months ended
     December 31, 2011 as they are
     not considered by management to
     be part of our normal
     operations when assessing and
     measuring the operational and
     financial performance of the
     organization.  The impact of
     these items on our adjusted
     operating income, adjusted
     EBITDAR, adjusted net income
     and adjusted diluted earnings
     per share is as follows:
                                                                Nine Months Ended
                                                                December 31, 2012
                                                                -----------------
                                           Adjusted             Adjusted               Adjusted Adjusted
                                          Operating             EBITDAR               Net Income Diluted
                                            Income                                              Earnings
                                                                                                   Per
                                                                                                  Share
                                                                                                  -----
                                                    (In thousands, except per share amounts)
     Lider correction                        $(2,784)                        $(2,784)             $(1,809)         $(0.05)
     Severance costs
     for termination
      of a contract                            2,162                           2,162                 1,708           0.05
      7 1/2%  Senior
      Notes
      retirement                                            -                            14,932            11,377          0.31
      364-Day Term
      Loan financing
      fees                                         -                               -                   964           0.03
                                                 ---                             ---                   ---
                      Total special items                $(622)                          $14,310           $12,240          0.33
                                                         =====                           =======           =======

                                                               Nine Months Ended
                                                               December 31, 2011
                                                               -----------------
                                           Adjusted             Adjusted               Adjusted  Adjusted
                                          Operating             EBITDAR               Net 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
                                                       =======                           =======           =======

SOURCE Bristow Group Inc.


Source: PR Newswire