Bristow Group Reports Financial Results For Its 2014 Fiscal Third Quarter And Nine Months Ended December 31, 2013

Bristow Group Reports Financial Results For Its 2014 Fiscal Third Quarter And
                     Nine Months Ended December 31, 2013

- THIRD QUARTER AND NINE MONTH GAAP NET INCOME OF $18.9 MILLION ($0.51 PER
DILUTED SHARE) AND $156.4 MILLION ($4.28 PER DILUTED SHARE)

- THIRD QUARTER AND NINE MONTH ADJUSTED NET INCOME OF $31.3 MILLION ($0.85 PER
DILUTED SHARE) AND $113.9 MILLION ($3.11 PER DILUTED SHARE), WHICH EXCLUDES
THE IMPACT OF SPECIAL ITEMS AND ASSET DISPOSITIONS

- COMPANY ANNOUNCES ACQUISITION OF 60% INTEREST IN EASTERN AIRLINES IN THE UK,
IMMEDIATELY ACCRETIVE TO BVA AND EARNINGS PER SHARE

- COMPANY REAFFIRMS GUIDANCE FOR FULL FISCAL YEAR 2014 ADJUSTED EPS OF $4.25 -
$4.55

PR Newswire

HOUSTON, Feb. 6, 2014

HOUSTON, Feb. 6, 2014 /PRNewswire/ --Bristow Group Inc. (NYSE: BRS) today
reported net income for the December 2013 quarter of $18.9 million, or $0.51
per diluted share, compared to net income of $36.4 million, or $1.00 per
diluted share, in the same period a year ago.

Adjusted net income, which excludes special items and asset disposition
effects, decreased 27% to $31.3 million, or $0.85 per diluted share, for the
December 2013 quarter, compared to $42.6 million, or $1.17 per diluted share,
in the December 2012 quarter.

Adjusted earnings before interest, taxes, depreciation, amortization and rent
("adjusted EBITDAR"), which also excludes special items and asset disposition
effects, was $100.7 million for the December 2013 quarter compared to $109.2
million in the same period a year ago, a decrease of 8%. Net cash provided by
operating activities totaled $137.3 million for the nine months ended December
31, 2013, compared to $202.7 million for the same period a year ago.

The decrease in adjusted EBITDAR, adjusted net income and adjusted diluted
earnings per share for the December 2013 quarter compared to the December 2012
quarter was primarily driven by certain contract revenue being delayed from
the December 2013 quarter to the March 2014 quarter, leading to LACE rate
declines while overall costs increased slightly on a sequential basis versus
the September 2013 quarter; specifics include:

  oA decrease in operating revenue of $6.9 million in our Australia business
    unit primarily resulting from the ending of short-term contracts, while
    overall maintenance expense remained flat and labor costs increased in
    anticipation of new contracts that start during the fourth quarter of
    fiscal year 2014 and early fiscal year 2015, and
  oAn increase in operating expense of $3.4 million in our Other
    International business unit due to start up of operations in a new market
    with revenue to follow in the fourth quarter;

We also saw additional expenses in the December 2013 quarter including:

  oMaintenance expense of $9.5 million and labor costs of $9.0 million in our
    Europe business unit, which primarily resulted from the return to service
    of Eurocopter EC225 aircraft in this market, and costs associated with our
    Sikorsky S-92 fleet in Norway,
  oAn increase in labor costs in our West Africa business unit of $2.6
    million, and
  oAn increase in general and administrative expense at the corporate level
    of $3.3 million primarily due to higher incentive compensation levels
    driven by a year-over-year increase in BVA and improved stock price.

"Our fiscal third quarter saw margin declines as we experienced delays in some
contract work that shifted into the next quarter, incurred costs as we
commenced operations with new aircraft in new locations like Tanzania and
incurred costs with the return to service of our EC225 fleet. However, we
continue to see growth for our premier service offerings into the future,"
said William E. Chiles, President and Chief Executive Officer of Bristow
Group. "Our expectations for a strong fourth quarter allow us to reaffirm our
adjusted EPS guidance for fiscal year 2014 at $4.25 - $4.55."

THIRD QUARTER FY2014 RESULTS

  oOperating revenue increased 8% to $373.6 million compared to $346.7
    million in the same period a year ago.
  oOperating income decreased 60% to $29.5 million compared to $74.1 million
    in the December 2012 quarter.
  oGAAP net income decreased by 48% to $18.9 million, or $0.51 per diluted
    share, compared to $36.4 million, or $1.00 per diluted share, in the
    December 2012 quarter.
  oGAAP results for the December 2013 quarter were affected by the following
    items that are excluded from our adjusted non-GAAP financial measures for
    the quarter:

       oLower earnings from Líder of $19.3 million related to a payment made
         by Líder under a tax amnesty program in November 2013 and related tax
         expense recorded by Líder. This special item decreased net income by
         $12.6 million and earnings per share by $0.34,
       oA gain on disposal of assets of $4.0 million compared to a gain of
         $7.4 million in the December 2012 quarter,
       oA charge of $2.1 million in direct costs related to the restructuring
         of our North America business unit and the planned closure of our
         Alaska operations which related primarily to employee severance and
         retention costs. We expect to incur approximately $2.1 million in
         additional costs related mostly to severance and retention through
         August 2014 to provide services for the remaining Alaska contracts
         and to close our operations, and
       oA charge of $2.1 million in direct costs related to severance costs
         in the Southern North Sea.

  oAdjusted net income, which also excludes special items and asset
    disposition effects, decreased 27% to $31.3 million, or $0.85 per diluted
    share, compared to $42.6 million, or $1.17 per diluted share, in the
    December 2012 quarter.
  oAdjusted EBITDAR, which excludes special items and asset disposition
    effects, decreased 8% to $100.7 million compared to $109.2 million in the
    same period a year ago.
  oCash as of December 31, 2013 totaled $323.2 million compared to $215.6
    million as of March 31, 2013. Our total liquidity, including cash on hand
    and availability on our revolving credit facility, was $617.2 million as
    of December 31, 2013 compared to $415.0 million as of March 31, 2013, a
    49% increase.

THIRD QUARTER FY2014 BUSINESS UNIT RESULTS

Europe Business Unit

The net addition of eight large aircraft, along with an overall increase in
activity with existing clients and new contracts primarily in the U.K.
Northern North Sea, resulted in increased revenue of $22.3 million and were
the primary contributors to revenue growth in our Europe Business Unit. We
increased our fleet in this region by executing operating leases for new large
oil and gas aircraft beginning in late fiscal year 2012 and continuing through
the December 2013 quarter, with the addition of the four search and rescue
("SAR") aircraft. Adjusted EBITDAR increased almost 14% year-over-year;
however, adjusted EBITDAR margin decreased to 35.3% in the December 2013
quarter compared to 39.5% in the December 2012 quarter primarily due to
maintenance and salary increases year over year. Sequential quarterly
adjusted EBITDAR margins remained flat at 35.3% in both the December and
September 2013 quarters.

West Africa Business Unit

Pricing improvements drove revenue increases in our West Africa Business Unit,
leading to a 3.8% increase in operating revenue for the December 2013 quarter
compared to the December 2012 quarter. However, an increase in salaries and
benefits resulted in a 0.8% decrease in adjusted EBITDAR compared with the
December 2012 quarter as well as a decrease in adjusted EBITDAR margin to
33.5% for the December 2013 quarter compared to 35.0% for the December 2012
quarter. Sequentially, quarterly adjusted EBITDAR margin increased to 33.5%
for the December 2013 quarter compared to 30.4% for the September 2013 quarter
primarily due to lower training, travel and maintenance expense.

North America Business Unit

The decrease in small aircraft on contract in the U.S. Gulf of Mexico,
partially offset by an increase in medium and large aircraft in this business
unit, drove the reduction in our revenue in North America. However, North
America's adjusted EBITDAR and adjusted EBITDAR margin improved to $18.2
million and 33.1%, respectively, in the December 2013 quarter compared to
$17.3 million and 29.1%, respectively, in the December 2012 quarter, driven
primarily by a lower level of bad debt expense in the December 2013 quarter,
an increase in earnings from unconsolidated affiliates, net of losses, related
to our Cougar investment and an increase in the number of large and medium
aircraft on contract in the U.S. Gulf of Mexico. Sequentially, adjusted
EBITDAR margin improved to 33.1% in the December 2013 quarter compared to
31.0% in the September 2013 quarter primarily due to higher equity earnings
from our investment in Cougar.

We recognize that the current operating environment in the North America
business unit is challenging for our fleet mix and we are proactively
restructuring our business by exiting the Alaska market and selling smaller
aircraft with a long-term strategy of operating larger aircraft to service
deepwater client contracts in the U.S. Gulf of Mexico.

Australia Business Unit

Operating revenue for our Australia Business Unit decreased 16.7% to $34.6
million in the December 2013 quarter from $41.6 million in the December 2012
quarter due to the end of short-term contracts and the impact of foreign
currency exchange rate changes. Further, as a result of costs incurred in the
December 2013 quarter in anticipation of client contracts that start in the
fourth quarter of this current fiscal year and fiscal year 2015, adjusted
EBITDAR and adjusted EBITDAR margin decreased in the December 2013 quarter to
$5.2 million and 15.0%, respectively, from $11.4 million and 27.3%,
respectively, in the December 2012 quarter. We continue to incur salaries and
benefits, depreciation, insurance, training and lease costs in anticipation of
the new contracts that start during the fourth quarter of fiscal year 2014 and
fiscal year 2015.

Other International Business Unit

Operating revenue for our Other International Business Unit decreased slightly
due to a decline in aircraft on contract in Malaysia partially offset by
increased activity in Trinidad and Brazil. Adjusted EBITDAR and adjusted
EBITDAR margin for the December 2013 quarter decreased to $10.2 million and
33.2%, respectively, compared to $17.8 million and 55.7%, respectively, in the
December 2012 quarter, primarily due to a decline in activity in Malaysia and
an increase in mobilization costs in Tanzania for a new contract that began in
January 2014, partially offset by increased activity in Trinidad and Brazil.

CEO SUCCESSION

On February 3, 2014, the Company announced that William E. Chiles will resign
as President and Chief Executive Officer of the Company effective upon the
conclusion of the 2014 annual meeting of the stockholders of the Company, and
he has elected not to run for re-election and will not continue to serve as a
director after that meeting. Following his resignation as an officer, Mr.
Chiles will remain an employee of the Company and will provide consulting
services to the Company.

Jonathan E. Baliff has been appointed President and Chief Executive Officer to
succeed Mr. Chiles effective immediately following the annual meeting. The
Company also expects to nominate Mr. Baliff as a member of the Board of
Directors of the Company effective for the term beginning upon the conclusion
of the 2014 annual meeting.

"After ten years at Bristow, I am excited about the time ahead for the Company
and our industry as the organization transitions to new leadership. I know I
will be leaving this organization in the capable hands of Jonathan Baliff, a
world class senior management team and dedicated employees across the globe,"
said William E. Chiles. 

GUIDANCE

We are reaffirming our adjusted diluted earnings per share guidance for the
full fiscal year 2014 of $4.25 to $4.55, reflecting our expectation of strong
operating performance in our fiscal fourth quarter.

"Despite the impact of the timing of contract start-up and other costs during
the third quarter of fiscal 2014, we expect our results for the full year to
be within the guidance range provided in November 2013. This highlights our
focus on long-term value as we manage our business with a focus on annual and
not quarterly results. Our continued improvement in operating and commercial
performance has delivered strong nine-month year-to-date financial results, as
seen in the over 11% growth in adjusted EBITDAR and over 12% growth in
adjusted EPS for the nine months ended December 31, 2013 compared to the same
period a year ago," said Jonathan E. Baliff, Senior Vice President and Chief
Financial Officer of Bristow Group.

"We continue to focus on safety, client service and top line growth, which
we've seen across many of our business units, mostly in Europe in the third
quarter. This growth, combined with increased overall liquidity of $202
million, has us well positioned for further growth in the oil and gas sector
and for civilian SAR, while also providing funds for acquisitions and
opportunistic share buybacks, both of which we executed on this quarter."

As a reminder, our adjusted diluted earnings per share guidance excludes the
effect of special items and asset dispositions because their timing and
amounts are more variable and less predictable. Further, 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 or
significant acquisitions and divestitures. Events or other circumstances that
we do not currently anticipate or cannot predict, including any issues
involved with the return to full revenue service of the EC225 aircraft and
changes in the market and industry, could result in earnings per share for
fiscal year 2014 that are significantly above or below this guidance. Factors
that could cause such changes are described below under the Forward-Looking
Statements Disclosure and the Risk Factors in our quarterly report on Form
10-Q for the quarter ended September 30, 2013 and annual report on Form 10-K
for the fiscal year ended March 31, 2013.

DIVIDEND AND SHARE REPURCHASE

On February 5, 2014, our Board of Directors approved our twelfth consecutive
quarterly dividend. This dividend of $0.25 per share will be paid on March
14, 2014 to shareholders of record on February 28, 2014 and is 67% higher than
the first dividend paid in June 2011. Based on shares outstanding as of
December31, 2013, the total quarterly dividend payment will be approximately
$9.1 million. Additionally, during the December 2013 quarter, we spent $16.5
million to repurchase 215,310 shares of our Common Stock. Subsequently, in
January 2014, we spent an additional $16.9 million to repurchase another
230,490 shares of our Common Stock. On February 5, 2014, our Board of
Directors approved an increase of the remaining repurchase amount of our
Common Stock to up to $100 million through November 5, 2014.

EASTERN AIRWAYS TRANSACTION

On February 6, 2014, Bristow Helicopters Limited ("Bristow Helicopters")
acquired a 60% interest in the privately owned Eastern Airways International
Limited ("Eastern Airways") for cash of £27 million ($45 million) with
possible earn out consideration of up to £6 million ($10 million) to be paid
over a three year period based on the achievement of specified financial
performance thresholds. In addition, Bristow Helicopters entered into
agreements with the other stockholders of Eastern Airways that grant Bristow
Helicopters the right to buy all of their Eastern Airways shares (and grant
them the right after seven years to require Bristow Helicopters to buy all of
their shares) and include transfer restrictions and other customary
provisions. Eastern Airways is a regional fixed wing operator based at
Humberside Airport located in North Lincolnshire, England with both charter
and scheduled services targeting U.K. oil and gas industry transport. We
believe this investment will strengthen Bristow Helicopters' ability to
provide a complete suite of point to point transportation services for
existing European based passengers, expand helicopter services in certain
areas like the Shetland Islands and create a more integrated logistics
solution for global clients.

The acquisition of Eastern Airways will be accounted for under the purchase
method and the results will be consolidated from the date of acquisition in
the Europe business unit. The purchase price will be allocated based on the
fair value of assets acquired and liabilities assumed as of the acquisition
date.

We expect this acquisition will contribute approximately $160 million in
operating revenue and $25 million of adjusted EBITDAR on an annual basis.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m.
CT) on Friday, February 7, 2014 to review financial results for the fiscal
year 2014 third quarter ended December31, 2013. 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:

  oVisit Bristow Group's investor relations Web page at www.bristowgroup.com
    
  oLive: Click on the link for "Bristow Group Fiscal 2014 Third Quarter
    Earnings Conference Call"
  oReplay: 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.:

  oLive: Dial toll free 1-877-941-9205
  oReplay: A telephone replay will be available through February 21, 2014 and
    may be accessed by calling toll free 1-800-406-7325, passcode: 4662021#

Via Telephone outside the U.S.:

  oLive: Dial 1-480-629-9726
  oReplay: A telephone replay will be available through February 21, 2014 and
    may be accessed by calling 1-303-590-3030, passcode: 4662021#

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
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, EC225 return to service,
capital allocation strategy, operational and capital performance, shareholder
return, liquidity and 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. Risks and uncertainties include without
limitation: fluctuations in the demand for our services; fluctuations in
worldwide prices of and demand for natural gas and oil; fluctuations in levels
of natural gas and oil exploration and development activities; the impact of
competition; actions by customers; the risk of reductions in spending on
helicopter services by governmental agencies; changes in tax and other laws
and regulations; changes in foreign exchange rates and controls; risks
associated with international operations; operating risks inherent in our
business, including the possibility of declining safety performance; general
economic conditions including the capital and credit markets; our ability to
obtain financing; the risk of grounding of segments of our fleet for extended
periods of time or indefinitely; our ability to re-deploy our aircraft to
regions with greater demand; our ability to acquire additional aircraft and
dispose of older aircraft through sales into the aftermarket; the possibility
that we do not achieve the anticipated benefit of our fleet investment
program; availability of employees; and political instability, war or acts of
terrorism in any of the countries where we operate. 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 December31, 2013 and annual report
on Form 10-K for the fiscal year ended March 31, 2013. 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 and percentages)

(Unaudited)
                          Three Months Ended        Nine Months Ended

                          December 31,             December 31,
                          2013         2012         2013           2012
Gross revenue:
Operating revenue from    $ 351,193    $ 326,481    $ 1,041,290    $ 960,993
non-affiliates
Operating revenue from    22,371       20,199       70,451         32,292
affiliates
Reimbursable revenue from 38,760       41,657       116,840        123,330
non-affiliates
Reimbursable revenue from 11           132          76             216
affiliates
                          412,335      388,469      1,228,657      1,116,831
Operating expense:
Direct cost               261,590      224,739      773,612        672,002
Reimbursable expense      36,677       39,434       109,734        118,240
Depreciation and          23,655       24,867       70,332         69,560
amortization
General and               48,948       41,623       135,735        114,308
administrative
                          370,870      330,663      1,089,413      974,110
Gain (loss) on disposal   3,982        7,396        (803)          819
of assets
Earnings from
unconsolidated            (15,945)     8,918        1,115          17,901
affiliates, net of losses
Operating income          29,502       74,120       139,556        161,441
Interest income           407          134          1,288          485
Interest expense          (7,253)      (14,742)     (36,701)       (32,113)
Extinguishment of debt    —            (14,932)     —              (14,932)
Gain on sale of           —            —            103,924        —
unconsolidated affiliate
Other income (expense),   (696)        (106)        (575)          (1,255)
net
Income before provision   21,960       44,474       207,492        113,626
for income taxes
Provision for income      (2,946)      (7,788)      (51,682)       (22,310)
taxes
Net income                19,014       36,686       155,810        91,316
Net (income) loss
attributable to           (87)         (294)        609            (1,594)
noncontrolling interests
Net income attributable   $ 18,927     $ 36,392     $ 156,419      $ 89,722
to Bristow Group
Earnings per common
share:
Basic                     $ 0.52       $ 1.01       $ 4.32         $ 2.50
Diluted                   $ 0.51       $ 1.00       $ 4.28         $ 2.45
Non-GAAP measures:
Adjusted operating income $ 49,056     $ 66,724     $ 165,293      $ 160,000
Adjusted operating margin 13.1      %  19.2      %  14.9        %  16.1      %
Adjusted EBITDAR          $ 100,677    $ 109,223    $ 310,968      $ 277,950
Adjusted EBITDAR margin   27.0      %  31.5      %  28.0        %  28.0      %
Adjusted net income       $ 31,331     $ 42,632     $ 113,891      $ 101,304
Adjusted diluted earnings $ 0.85       $ 1.17       $ 3.11         $ 2.77
per share



BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)
                                                   December 31,  March 31,

                                                   2013         2013
ASSETS
Current assets:
Cash and cash equivalents                          $ 323,230     $ 215,623
Accounts receivable from non-affiliates            247,859       254,520
Accounts receivable from affiliates                7,453         8,261
Inventories                                        161,065       153,969
Assets held for sale                               22,195        8,290
Prepaid expenses and other current assets          40,414        35,095
Total current assets                               802,216       675,758
Investment in unconsolidated affiliates            255,267       272,123
Property and equipment – at cost:
Land and buildings                                 118,719       108,593
Aircraft and equipment                             2,541,382     2,306,054
                                                   2,660,101     2,414,647
Less – Accumulated depreciation and amortization   (530,148)     (493,575)
                                                   2,129,953     1,921,072
Goodwill                                           30,096        28,897
Other assets                                       59,202        52,842
Total assets                                       $ 3,276,734   $ 2,950,692
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable                                   $ 60,048      $ 69,821
Accrued wages, benefits and related taxes          66,528        56,084
Income taxes payable                               20,304        11,659
Other accrued taxes                                7,578         7,938
Deferred revenue                                   22,899        21,646
Accrued maintenance and repairs                    16,815        15,391
Accrued interest                                   8,186         14,249
Other accrued liabilities                          26,499        20,714
Deferred taxes                                     2,251         —
Short-term borrowings and current maturities of    8,310         22,323
long-term debt
Deferred sale leaseback advance                    81,372        —
Total current liabilities                          320,790       239,825
Long-term debt, less current maturities            833,285       764,946
Accrued pension liabilities                        124,974       126,647
Other liabilities and deferred credits             88,768        57,196
Deferred taxes                                     145,984       151,121
Stockholders' investment:
Common stock                                       373           367
Additional paid-in capital                         757,213       731,883
Retained earnings                                  1,223,904     1,094,803
Accumulated other comprehensive loss               (184,042)     (199,683)
Treasury shares                                    (42,848)      (26,304)
Total Bristow Group stockholders' investment       1,754,600     1,601,066
Noncontrolling interests                           8,333         9,891
Total stockholders' investment                     1,762,933     1,610,957
Total liabilities and stockholders' investment     $ 3,276,734   $ 2,950,692



BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)
                                                       Nine Months Ended

                                                       December 31,
                                                       2013        2012
Cash flows from operating activities:
Net income                                             $ 155,810   $ 91,316
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization                          70,332      69,560
Deferred income taxes                                  (3,132)     (5,170)
Write-off of deferred financing fees                   12,733      2,889
Discount amortization on long-term debt                2,719       2,663
(Gain) loss on disposal of assets                      803         (819)
Gain on sale of unconsolidated affiliate               (103,924)   —
Extinguishment of debt                                 —           14,932
Stock-based compensation                               10,694      9,008
Equity in earnings from unconsolidated affiliates (in  7,926       (4,343)
excess of) less than dividends received
Tax benefit related to stock-based compensation        (5,328)     (361)
Increase (decrease) in cash resulting from changes
in:
Accounts receivable                                    31,786      6,732
Inventories                                            1,258       (10,039)
Prepaid expenses and other assets                      (4,002)     (8,038)
Accounts payable                                       (31,727)    2,554
Accrued liabilities                                    4,868       28,029
Other liabilities and deferred credits                 (13,517)    3,810
Net cash provided by operating activities              137,299     202,723
Cash flows from investing activities:
Capital expenditures                                   (526,048)   (427,370)
Proceeds from asset dispositions                       244,867     130,922
Proceeds from sale of unconsolidated affiliate         112,210     —
Investment in unconsolidated affiliate                 —           (51,179)
Net cash used in investing activities                  (168,971)   (347,627)
Cash flows from financing activities:
Proceeds from borrowings                               283,977     675,000
Debt issuance costs                                    (15,152)    (10,345)
Repayment of debt                                      (232,063)   (549,234)
Partial prepayment of put/call obligation              (42)        (48)
Acquisition of non-controlling interest                (2,078)     —
Proceeds from assignment of aircraft purchase          106,113     —
agreements
Repurchase of common stock                             (16,544)    (1,218)
Common stock dividends paid                            (27,318)    (21,509)
Issuance of common stock                               14,368      11,515
Tax benefit related to stock-based compensation        5,328       361
Net cash provided by financing activities              116,589     104,522
Effect of exchange rate changes on cash and cash       22,690      10,730
equivalents
Net increase (decrease) in cash and cash equivalents   107,607     (29,652)
Cash and cash equivalents at beginning of period       215,623     261,550
Cash and cash equivalents at end of period             $ 323,230   $ 231,898



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,
                          2013         2012         2013           2012
Flight hours (excluding
Bristow Academy and
unconsolidated
affiliates):
Europe                    16,428       14,399       49,593         47,535
West Africa               11,485       11,060       34,597         32,449
North America             12,345       17,159       44,686         57,889
Australia                 2,406        3,247        7,463          9,000
Other International       3,584        3,868        10,582         13,026
Consolidated              46,248       49,733       146,921        159,899
Operating revenue:
Europe                    $ 158,458    $ 124,418    $ 451,969      $ 372,646
West Africa               79,421       76,541       231,075        208,169
North America             54,916       59,327       173,504        168,934
Australia                 34,606       41,554       108,145        118,173
Other International       30,778       31,983       95,821         97,295
Corporate and other       16,321       13,786       54,229         30,023
Intra-business unit       (936)        (929)        (3,002)        (1,955)
eliminations
Consolidated              $ 373,564    $ 346,680    $ 1,111,741    $ 993,285
Operating income (loss):
Europe                    $ 29,729     $ 31,235     $ 82,708       $ 80,119
West Africa               21,777       22,883       59,261         52,444
North America             6,666        8,560        23,953         21,165
Australia                 (1,027)      6,237        4,761          19,575
Other International       (12,808)     13,754       14,288         31,495
Corporate and other       (18,817)     (15,945)     (44,612)       (44,176)
Gain (loss) on disposal   3,982        7,396        (803)          819
of assets
Consolidated              $ 29,502     $ 74,120     $ 139,556      $ 161,441
Operating margin:
Europe                    18.8      %  25.1      %  18.3        %  21.5      %
West Africa               27.4      %  29.9      %  25.6        %  25.2      %
North America             12.1      %  14.4      %  13.8        %  12.5      %
Australia                 (3.0)     %  15.0      %  4.4         %  16.6      %
Other International       (41.6)    %  43.0      %  14.9        %  32.4      %
Consolidated              7.9       %  21.4      %  12.6        %  16.3      %
Adjusted EBITDAR:
Europe                    $ 55,995     $ 49,095     $ 152,677      $ 132,004
West Africa               26,601       26,826       73,396         65,286
North America             18,150       17,279       53,865         41,246
Australia                 5,187        11,351       19,374         32,442
Other International       10,214       17,814       43,532         43,529
Corporate and other       (15,470)     (13,142)     (31,876)       (36,557)
Consolidated              $ 100,677    $ 109,223    $ 310,968      $ 277,950
Adjusted EBITDAR margin:
Europe                    35.3      %  39.5      %  33.8        %  35.4      %
West Africa               33.5      %  35.0      %  31.8        %  31.4      %
North America             33.1      %  29.1      %  31.0        %  24.4      %
Australia                 15.0      %  27.3      %  17.9        %  27.5      %
Other International       33.2      %  55.7      %  45.4        %  44.7      %
Consolidated              27.0      %  31.5      %  28.0        %  28.0      %



BRISTOW GROUP INC. AND SUBSIDIARIES

AIRCRAFT COUNT

As of December31, 2013

(Unaudited)
                          Aircraft in Consolidated Fleet
              Percentage
                          Helicopters
              of Current
              Period
                                                          Fixed                Unconsolidated
              Operating   Small  Medium  Large  Training         Total^(1)(2)                 Total
                                                          Wing                 Affiliates^(3)
              Revenue
Europe        41     %    —      9       56     —         —      65            —               65
West Africa   21     %    9      27      7      —         3      46            —               46
North America 16     %    50     25      12     —         —      87            —               87
Australia     10     %    2      7       16     —         —      25            —               25
Other         8      %    2      32      13     —         —      47            126             173
International
Corporate and 4      %    —      —       —      75        —      75            —               75
other
Total         100    %    63     100     104    75        3      345           126             471
Aircraft not
currently in
fleet:^(4)
On order                  —      12      35     —         —      47
Under option              —      22      35     —         —      57
^(1)    Includes 21 aircraft held for sale and 81 leased aircraft as
        follows:

                     Held for Sale Aircraft in Consolidated Fleet
                     Helicopters
                                                     Fixed
                     Small  Medium  Large  Training         Total
                                                     Wing
Europe               —      —       2      —         —      2
West Africa          —      2       —      —         —      2
North America        11     —       —      —         —      11
Australia            —      —       —      —         —      —
Other International  1      3       —      —         —      4
Corporate and other  —      —       —      2         —      2
Total                12     5       2      2         —      21
                     Leased Aircraft in Consolidated Fleet
                     Helicopters
                                                     Fixed
                     Small  Medium  Large  Training         Total
                                                     Wing
Europe               —      1       21     —         —      22
West Africa          —      1       1      —         —      2
North America        4      13      3      —         —      20
Australia            2      2       4      —         —      8
Other International  —      —       —      —         —      —
Corporate and other  —      —       —      29        —      29
Total                6      17      29     29        —      81

^(2) The average age of our fleet, excluding training aircraft, was 11 years
     as of December 31, 2013.
     The 126 aircraft operated by our unconsolidated affiliates do not include
     those aircraft leased from us. Includes 56 helicopters (primarily medium)
^(3) and 27 fixed wing aircraft owned and managed by Líder, our unconsolidated
     affiliate in Brazil, which is included in our Other International
     business unit. On July 14, 2013, we sold our interest in an
     unconsolidated affiliate operating 64 aircraft in Europe.
^(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. 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,
                   2013            2012            2013            2012
                   (In thousands, except

                   per share amounts)
Adjusted           $  49,056       $  66,724       $  165,293      $  160,000
operating income
Gain (loss) on
disposal of        3,982           7,396           (803)           819
assets
Special items      (23,536)        —               (24,934)        622
Operating income   $  29,502       $  74,120       $  139,556      $  161,441
Adjusted EBITDAR   $  100,677      $  109,223      $  310,968      $  277,950
Gain (loss) on
disposal of        3,982           7,396           (803)           819
assets
Special items      (23,536)        (14,932)        78,990          (14,310)
Depreciation and   (23,655)        (24,867)        (70,332)        (69,560)
amortization
Rent expense       (28,255)        (17,604)        (74,630)        (49,160)
Interest expense   (7,253)         (14,742)        (36,701)        (32,113)
Provision for      (2,946)         (7,788)         (51,682)        (22,310)
income taxes
Net income         $  19,014       $  36,686       $  155,810      $  91,316
Adjusted net       $  31,331       $  42,632       $  113,891      $  101,304
income
Gain (loss) on
disposal of        3,146           6,101           (634)           658
assets
Special items      (15,550)        (12,341)        43,162          (12,240)
Net income
attributable to    $  18,927       $  36,392       $  156,419      $  89,722
Bristow Group
Adjusted diluted
earnings per       $  0.85         $  1.17         $  3.11         $  2.77
share
Gain (loss) on
disposal of        0.09            0.17            (0.02)          0.02
assets
Special items      (0.42)          (0.34)          1.18            (0.33)
Diluted earnings   0.51            1.00            4.28            2.45
per share

                             Three Months Ended

                             December 31, 2013
                                                                    Adjusted

                             Adjusted                               Diluted
                                          Adjusted     Adjusted
                             Operating                              Earnings
                                          EBITDAR      Net Income
                             Income                                 Per

                                                                    Share
                             (In thousands, except per share amounts)
 North America               $ (2,101)    $ (2,101)    $ (1,366)    $ (0.04)
 restructuring^(1)
 Líder taxes^(2)             (19,335)     (19,335)     (12,567)     (0.34)
 Severance costs in the      (2,100)      (2,100)      (1,617)      (0.04)
 Southern North Sea^(3)
 Total special items         $ (23,536)   $ (23,536)   $ (15,550)   (0.42)
                             Three Months Ended

                             December 31, 2012
                                                                    Adjusted

                             Adjusted                               Diluted
                                          Adjusted     Adjusted
                             Operating                              Earnings
                                          EBITDAR      NetIncome
                             Income                                 Per

                                                                    Share
                             (In thousands, except per share amounts)
 7 ½% Senior Notes           $ —          $ (14,932)   $ (11,377)   $ (0.31)
 retirement^(4)
 364-Day Term Loan           —            —            (964)        (0.03)
 financing fees^(5)
 Total special items         $ —          $ (14,932)   $ (12,341)   (0.34)
                             Nine Months Ended

                             December 31, 2013
                                                                    Adjusted

                             Adjusted                               Diluted
                                          Adjusted     Adjusted
                             Operating                              Earnings
                                          EBITDAR      Net Income
                             Income                                 Per

                                                                    Share
                             (In thousands, except per share amounts)
 Gain on sale of
 unconsolidated              $ —          $ 103,924    $ 67,897     $ 1.86
 affiliate^(6)
 Cancellation of potential   —            —            (8,276)      (0.23)
 financing^(7)
 Inventory allowances^(8)    (2,364)      (2,364)      (1,536)      (0.04)
 North America               (2,650)      (2,650)      (1,723)      (0.05)
 restructuring^(1)
 Líder taxes^(2)             (17,820)     (17,820)     (11,583)     (0.32)
 Severance costs in the      (2,100)      (2,100)      (1,617)      (0.04)
 Southern North Sea^(3)
 Total special items         $ (24,934)   $ 78,990     $ 43,162     1.18
                             Nine Months Ended

                             December 31, 2012
                                                                    Adjusted

                             Adjusted                               Diluted
                                          Adjusted     Adjusted
                             Operating                              Earnings
                                          EBITDAR      NetIncome
                             Income                                 Per

                                                                    Share
                             (In thousands, except per share amounts)
 Líder correction^(9)        $ 2,784      $ 2,784      $ 1,809      $ 0.05
 Severance costs in the      (2,162)      (2,162)      (1,708)      (0.05)
 Southern North Sea^(10)
 7 ½% Senior Notes           —            (14,932)     (11,377)     (0.31)
 retirement^(4)
 364-Day Term Loan           —            —            (964)        (0.03)
 financing fees^(5)
 Total special items         $ 622        $ (14,310)   $ (12,240)   (0.33)

      Relates to a charges associated with the restructuring of our North
^(1)  America business unit and planned closure of our Alaska operations which
      related primarily to employee severance and retention costs.
      Relates to a payment Líder made to the government of Brazil for tax
^(2)  amnesty resulting in a $19.3 million impact for the December 2013
      quarter and $17.8 million impact for the nine months ended December 31,
      2013.
^(3)  Relates to $2.1 million of severance costs in the Southern North Sea in
      the December 2013 quarter.
^(4)  Relates to $14.9 million in redemption premium and fess as a result of
      the early redemption of our 7 ½ Senior Notes.
^(5)  Relates to a charge to interest expense of $1.5 million for the
      write-off of deferred financing fees for our 364-Day Credit Agreement.
^(6)  Relates to a gain resulting from the sale of our 50% interest in the FB
      Entities for £74 million, or approximately $112.2 million.
      Relates to a charge to interest expense of $12.7 million, resulting from
      the write-off of unamortized deferred financing fees related to a
^(7)  potential financing in connection with our bid to provide SAR services
      in the U.K. During the June 2013 quarter, we increased our borrowing
      capacity on our revolving credit facility from $200 million to $350
      million and cancelled this potential financing.
      During the nine months ended December 31, 2013, we increased our
      inventory allowance by $2.4 million as a result of our review of excess
      inventory on aircraft model types we ceased ownership of or classified
^(8)  all or a significant portion of as held for sale. A majority of this
      allowance relates to small aircraft types operating primarily in our
      North America business unit as we continue to move toward operating a
      fleet of mostly large and medium aircraft in this market.
^(9)  Relates to a calculation error related to Líder that affected our
      earnings from unconsolidated affiliate by $2.8 million.
^(10) ^Relates to $2.2 million of severance costs related to the termination
      of a contract in the Southern North Sea in the September 2012 quarter.





SOURCE Bristow Group Inc.

Website: http://www.bristowgroup.com
 
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