Bristow Group Reports Financial Results for its 2014 Fiscal Fourth Quarter and Year Ended March 31, 2014

Bristow Group Reports Financial Results for its 2014 Fiscal Fourth Quarter and
                          Year Ended March 31, 2014

-- FOURTH QUARTER EARNINGS PER SHARE OR EPS OF $0.83 PER DILUTED SHARE (NET
INCOME OF $30.3 MILLION) AND FISCAL YEAR 2014 EPS OF $5.09 PER DILUTED SHARE
(NET INCOME OF $186.7 MILLION)

-- FOURTH QUARTER ADJUSTED EPS OF $1.35 PER DILUTED SHARE (ADJUSTED NET INCOME
OF $49.1 MILLION) AND FISCAL YEAR 2014 ADJUSTED EPS OF $4.45 PER DILUTED SHARE
(ADJUSTED NET INCOME OF $163.2 MILLION), WHICH EXCLUDES THE IMPACT OF SPECIAL
ITEMS AND ASSET DISPOSITIONS

-- BOARD OF DIRECTORS RAISES QUARTERLY DIVIDEND 28% TO 32 CENTS PER SHARE IN
ADDITION TO RECORD SHARE BUYBACKS OF $61.1 MILLION IN THE FOURTH QUARTER

-- COMPANY PROVIDES GUIDANCE RANGE FOR FISCAL YEAR 2015 ADJUSTED EPS OF $4.70
- $5.20

PR Newswire

HOUSTON, May 21, 2014

HOUSTON, May 21, 2014 /PRNewswire/ -- Bristow Group Inc. (NYSE: BRS) today
reported net income for the March 2014 quarter of $30.3 million, or $0.83 per
diluted share, compared to net income of $40.4 million, or $1.11 per diluted
share, in the same period a year ago.

Adjusted net income, which excludes special items and asset disposition
effects, increased 33.7% to $49.1 million, or $1.35 per diluted share, for the
March 2014 quarter, compared to $36.7 million, or $1.01 per diluted share, in
the March 2013 quarter.

Adjusted earnings before interest, taxes, depreciation, amortization and rent
("adjusted EBITDAR"), which also excludes special items and asset disposition
effects, was $122.9 million for the March 2014quarter compared to $103.0
million in the same period a year ago, an increase of 19.3%.

The increase in adjusted EBITDAR, adjusted net income and adjusted diluted
earnings per share for the March 2014 quarter compared to the March 2013
quarter was primarily driven by increased operating revenue across most of
Bristow's business units, leading to LACE rate increases. Specifics include:

  oA $41.4 million increase in operating revenue in our Europe business unit
    primarily driven by Bristow Helicopters' acquisition of Eastern Airways in
    February 2014 and Gap SAR (Search and Rescue) contract beginning in June
    and July 2013,
  oThe benefit from $12.4 million in maintenance credits (primarily in our
    Europe and Australia business units) we were able to recover from our
    original equipment manufacturers for costs incurred earlier in the fiscal
    year,
  oIncreased earnings from unconsolidated affiliates of $4.4 million
    primarily due to a tax indemnity payment of $2.5 million and lower tax
    charges than accrued in the December 2013 quarter from a tax amnesty
    payment our unconsolidated affiliate in Brazil paid to the Brazilian
    government, and
  oA decrease in our effective tax rate.

We also saw additional GAAP expenses in the March 2014 quarter that are
excluded from adjusted EPS including:

  oImpairment of inventories of $10.5 million related to aircraft model types
    we ceased ownership of, or plan to dispose of, over the next two years. A
    majority of this impairment relates to a medium aircraft type being
    replaced by new technology models, and
  oAn increase in insurance expense of $8.6 million due to a fire in a hangar
    in Nigeria.

"We had a successful fiscal year in terms of safety and operational
performance, while delivering on our annual financial promises to investors in
fiscal 2014, which is a testament to the passion and discipline of our team
around the globe," said William E. Chiles, President and Chief Executive
Officer of Bristow Group. "Bristow is a unique company in that we continue to
invest in our business at record rates while delivering a balanced return to
our shareholders demonstrated by doubling the quarterly dividend since 2011
and repurchasing record amounts of shares."

"We expect our growth to continue as we deliver superior service to our
clients with new contracts in new markets like East Africa and existing
markets like Australia, Europe and the U.S. Gulf of Mexico, with continued
strong performance from our affiliates in Brazil and Canada."

FISCAL YEAR 2014 RESULTS

  oOperating revenue increased 12.8% to $1.5 billion compared to $1.3 billion
    a year ago.
  oGAAP net income increased 43.5% to $186.7 million, or $5.09 per diluted
    share, compared to $130.1 million, or $3.57 per diluted share, in fiscal
    year 2013. Record adjusted net income increased 18.4% to $163.2 million,
    or $4.45 per diluted share, compared to $137.8 million, or $3.78 per
    diluted share, in fiscal year 2013.
  oGAAP operating income decreased 16.6% to $187.0 million compared to $224.1
    million in fiscal year 2013, impacted by GAAP non-cash inventory
    impairment charges of $12.7 million in fiscal year 2014, lower equity
    earnings from unconsolidated affiliates of $12.4 million in fiscal year
    2014 and lower gain (loss) on disposal of assets of $8.8 million in fiscal
    year 2014.
  oRecord adjusted EBITDAR increased 13.8% year over year at $433.7 million
    compared to $381.0 million in fiscal year 2013.
  oOperating cash flow of $232.1 million for fiscal year 2014 compared to
    $266.8 million for fiscal year 2013. The year over year decrease is
    primarily due to an increase in income taxes paid of $35.0 million
    primarily due to the sale of unconsolidated affiliates, the FB Entities,
    as well as approximately $10 million in cash payments related to the U.K.
    SAR contract award and annual compensation payments.
  oCash on hand as of March31, 2014 totaled $204.3 million compared to
    $215.6 million as of March31, 2013. Our total liquidity, including cash
    on hand and availability on our revolving credit facility, was $529.9
    million as of March31, 2014 compared to $415.0 million as of March31,
    2013, a 26.7% increase.

FOURTH QUARTER FY2014 RESULTS

  oOperating revenue increased 15.4% to $404.6 million compared to $350.7
    million in the same period a year ago.
  oGAAP net income decreased 24.9% to $30.3 million, or $0.83 per diluted
    share, compared to $40.4 million, or $1.11 per diluted share, in the March
    2013 quarter.
  oGAAP operating income decreased 24.4% to $47.4 million compared to $62.7
    million in the March 2013 quarter.
  oGAAP results for the March 2014 quarter were affected by a number of
    special items as described further below that are excluded from our
    adjusted non-GAAP financial measures for the quarter.
  oAdditionally, GAAP results were impacted by a gain on disposal of assets
    of assets of $0.1 million for the March 2014 compared to $7.2 million in
    the March 2013 quarter.
  oAdjusted net income increased 33.7% to $49.1 million, or $1.35 per diluted
    share, compared to $36.7 million, or $1.01 per diluted share, in the March
    2013 quarter.
  oAdjusted EBITDAR increased 19.3% to $122.9 million compared to $103.0
    million in the same period a year ago.

FOURTH QUARTER FY2014 BUSINESS UNIT RESULTS

Europe Business Unit

The net addition of seven large aircraft, along with an overall increase in
activity with existing clients and new contracts primarily in the U.K.
Northern North Sea and the addition of Eastern Airways beginning in February
2014, resulted in increased operating revenue of $41.4 million and were the
primary contributors to revenue growth in our Europe Business Unit. We also
added four SAR aircraft beginning in June and July 2013. Adjusted EBITDAR
increased 28.6% year-over-year; however, adjusted EBITDAR margin decreased to
37.3% in the March 2014 quarter compared to 38.3% in the March 2013 quarter
primarily due to salary increases year over year. Sequential quarterly
adjusted EBITDAR margins increased from 35.3% in the December quarter
primarily as a result our recovery of maintenance credits as discussed above.

On February 20, 2014, the U.K. Civil Aviation Authority ("CAA") issued a
report detailing the findings and recommendations from its review of
helicopter transport operations serving offshore installations in the U.K.
The report, commonly referred to as CAP 1145, contains more than 60 safety
actions and recommendations to improve the safety of offshore helicopter
transport. Ten of the recommendations are designed to improve the
survivability of passengers and crew following a ditching or impact in water.

One safety directive, which is scheduled to go into effect on September 1,
2014, will restrict seating capacity on some aircraft in the North Sea until
new breathing systems are available or side floats are installed. Further
requirements will be implemented over the next 12 months, including
operational restrictions when sea states are above a certain prescribed level,
or the flight prohibition of individuals whose size exceeds the dimensions of
emergency egress windows.

We believe CAP 1145 will make our industry safer. We are working
cooperatively with the CAA, other helicopter operators, and our clients in the
North Sea to evaluate and deploy technologies that meet these new safety
standards. We remain committed to ensuring that any impact to our operations
is managed through our existing safety policies and programs and does not
result in an elevated safety risk in the near term. The requirements could
present North Sea operators, including us, with significant operational
challenges.

West Africa Business Unit

Pricing improvements drove revenue increases in our West Africa Business Unit,
leading to a 13.2% increase in operating revenue for the March 2014 quarter
compared to the March 2013 quarter. Adjusted EBITDAR increased by 18.2%
compared to the March 2013 quarter and adjusted EBITDAR margin increased to
33.2% for the March 2014 quarter compared to 31.8% for the March 2013 quarter.
Sequentially, EBITDAR margin was mostly unchanged compared with the 33.5%
margin in the December 2013 quarter.

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 Business Unit.
However, North America's adjusted EBITDAR and adjusted EBITDAR margin improved
to $19.7 million and 35.4%, respectively, in the March 2014 quarter compared
to $16.6 million and 29.5%, respectively, in the March 2013 quarter, driven
primarily by a lower level of bad debt expense in the March 2014 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 35.4% in the March 2014 quarter compared to 33.1%
in the December 2013 quarter primarily due to higher equity earnings from our
investment in Cougar.

Australia Business Unit

Operating revenue for our Australia Business Unit stayed flat at $40.6 million
in the March 2014 and March 2013 quarters. Further, as a result of costs
incurred in the March 2014 quarter in anticipation of client contracts that
start in fiscal year 2015, adjusted EBITDAR and adjusted EBITDAR margin
decreased to $9.7 million and 24.0%, respectively, from $10.6 million and
26.0%, respectively, in the March 2013 quarter. We continue to incur salaries
and benefits, depreciation, insurance, training and lease costs in
anticipation of the new contracts that started in late fiscal year 2014 or
will start in fiscal year 2015. Sequentially, adjusted EBITDAR margin improved
to 24.0% in the March 2014 quarter compared to 15.0% in the December 2013 due
to the start of new contracts in late fiscal year 2014.

Other International Business Unit

Operating revenue for our Other International Business Unit increased due to
the start of a new contract in Tanzania and introduction of a new aircraft
type in Trinidad, partially offset by a decline in number of aircraft in
Malaysia. Adjusted EBITDAR and adjusted EBITDAR margin for the March 2014
quarter increased to $20.2 million and 53.3%, respectively, compared to $18.0
million and 51.6%, respectively, in the March 2013 quarter, primarily due to
increased activity, the start of the contract in Tanzania and dividends
received from our cost method investment in Egypt, partially offset by the
decline in activity in Malaysia and increased costs in Trinidad. Sequentially,
adjusted EBITDAR margin improved to 53.3% in the March 2014 quarter compared
to 33.2% in the December 2013 quarter primarily due to the start of the
contract in Tanzania and dividends received from our cost method investment in
Egypt in the March 2014 quarter.

DIVIDEND AND SHARE REPURCHASE

On May 16, 2014, our Board of Directors approved our thirteenth consecutive
quarterly dividend and raised it by 28%. The dividend of $0.32 per share will
be paid on June 19, 2014 to shareholders of record on June 5, 2014 and is more
than double the first quarterly dividend paid in June 2011. Based on shares
outstanding as of March 31, 2014, the total quarterly dividend payment will be
approximately $11.4 million. Additionally, during the March 2014 quarter, we
spent $61.1 million to repurchase 828,565 shares of our common stock, a record
for quarterly buybacks. Subsequently, from April 1, 2014 through May 16,
2014, we spent an additional $9.4 million to repurchase another 125,983 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. As of May 16, 2014, we had $46.5 million of remaining
repurchase authority.

GUIDANCE

We are announcing our adjusted diluted earnings per share guidance range for
fiscal year 2015 of $4.70 to $5.20.

"Our continued improvement in operating and commercial performance has
delivered strong twelve month year-to-date financial results, as seen in the
18% growth in adjusted EPS for fiscal year 2014 compared to fiscal year 2013,"
said Jonathan E. Baliff, Senior Vice President and Chief Financial Officer of
Bristow Group. "We were able to deliver adjusted EPS of $4.45 per share in
fiscal year 2014, which is above the midpoint of our revised adjusted EPS
guidance range of $4.25 to $4.55 for fiscal year 2014 that we reaffirmed on
our last third quarter earnings call."

"The ability for Bristow to deliver on our annual financial guidance these
past number of years and more than double our quarterly dividend in the face
of industry challenges reinforces our confidence in the previously provided
long term average adjusted earnings growth rate of 10-15% per year and the
adjusted EPS guidance range for fiscal year 2015 of $4.70 to $5.20 that we are
providing today."

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 2015 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 annual report on Form 10-K
for the fiscal year ended March 31, 2014.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m.
CT) on Thursday, May 22, 2014 to review financial results for the fiscal year
2014 fourth quarter ended March 31, 2014. 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 Fourth 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 1-877-941-0844
  oReplay: A telephone replay will be available through June 5, 2014 and may
    be accessed by calling toll free 1-800-406-7325, passcode: 4678697#

Via Telephone outside the U.S.:

  oLive: Dial 1-480-629-9835
  oReplay: A telephone replay will be available through June 5, 2014 and may
    be accessed by calling 1-303-590-3030, passcode: 4678697#

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 annual
report on Form 10-K for the fiscal year ended March 31, 2014. 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        FIscal YearEnded

                        March 31,                March 31,
                        2014         2013         2014           2013
Gross revenue:
Operating revenue from  $ 382,363    $ 329,291    $ 1,423,653    $ 1,290,284
non-affiliates
Operating revenue from  22,222       21,439       92,673         53,731
affiliates
Reimbursable revenue    36,340       40,854       153,180        164,184
from non-affiliates
Reimbursable revenue    —            58           76             274
from affiliates
                        440,925      391,642      1,669,582      1,508,473
Operating expense:
Direct cost             270,092      228,376      1,041,575      900,378
Reimbursable expense    34,823       39,176       144,557        157,416
Impairment of           10,540       —            12,669         —
inventories
Depreciation and        25,645       26,724       95,977         96,284
amortization
General and             64,079       49,081       199,814        163,389
administrative
                        405,179      343,357      1,494,592      1,317,467
Gain (loss) on disposal 81           7,249        (722)          8,068
of assets
Earnings from
unconsolidated          11,594       7,169        12,709         25,070
affiliates, net of
losses
Operating income        47,421       62,703       186,977        224,144
Interest income         432          303          1,720          788
Interest expense        (8,237)      (10,333)     (44,938)       (42,446)
Extinguishment of debt  —            —            —              (14,932)
Gain on sale of
unconsolidated          —            —            103,924        —
affiliate
Other income (expense), (2,117)      378          (2,692)        (877)
net
Income before provision 37,499       53,051       244,991        166,677
for income taxes
Provision for income    (5,530)      (12,692)     (57,212)       (35,002)
taxes
Net income              31,969       40,359       187,779        131,675
Net (income) loss
attributable to         (1,651)      21           (1,042)        (1,573)
noncontrolling
interests
Net income attributable $ 30,318     $ 40,380     $ 186,737      $ 130,102
to Bristow Group
Earnings per common
share:
Basic                   $ 0.84       $ 1.12       $ 5.15         $ 3.61
Diluted                 $ 0.83       $ 1.11       $ 5.09         $ 3.57
Non-GAAP measures:
Adjusted operating      $ 68,401     $ 57,348     $ 233,459      $ 217,348
income
Adjusted operating      16.9      %  16.4      %  15.4        %  16.2        %
margin
Adjusted EBITDAR        $ 122,923    $ 103,016    $ 433,656      $ 380,966
Adjusted EBITDAR margin 30.4      %  29.4      %  28.6        %  28.3        %
Adjusted net income     $ 49,129     $ 36,742     $ 163,176      $ 137,846
Adjusted diluted        $ 1.35       $ 1.01       $ 4.45         $ 3.78
earnings per share

BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
                                                    March31,
                                                    2014          2013
ASSETS
Current assets:
Cash and cash equivalents                           $ 204,341     $ 215,623
Accounts receivable from non-affiliates             292,650       254,520
Accounts receivable from affiliates                 4,793         8,261
Inventories                                         137,463       153,969
Assets held for sale                                29,276        8,290
Prepaid expenses and other current assets           53,084        35,095
Total current assets                                721,607       675,758
Investment in unconsolidated affiliates             262,615       272,123
Property and equipment – at cost:
Land and buildings                                  145,973       108,593
Aircraft and equipment                              2,646,150     2,306,054
                                                    2,792,123     2,414,647
Less – Accumulated depreciation and amortization    (523,372)     (493,575)
                                                    2,268,751     1,921,072
Goodwill                                            56,680        28,897
Other assets                                        88,604        52,842
Total assets                                        $ 3,398,257   $ 2,950,692
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable                                    $ 89,818      $ 69,821
Accrued wages, benefits and related taxes           71,192        56,084
Income taxes payable                                13,588        11,659
Other accrued taxes                                 9,302         7,938
Deferred revenue                                    31,157        21,646
Accrued maintenance and repairs                     17,249        15,391
Accrued interest                                    16,157        14,249
Other accrued liabilities                           45,853        20,714
Deferred taxes                                      12,372        —
Short-term borrowings and current maturities of     14,207        22,323
long-term debt
Deferred sale leaseback advance                     136,930       —
Total current liabilities                           457,825       239,825
Long-term debt, less current maturities             827,095       764,946
Accrued pension liabilities                         86,823        126,647
Other liabilities and deferred credits              78,126        57,196
Deferred taxes                                      169,519       151,121
Temporary equity                                    22,283        —
Stockholders' investment:
Common stock                                        373           367
Additional paid-in capital                          762,813       731,883
Retained earnings                                   1,245,220     1,094,803
Accumulated other comprehensive loss                (156,506)     (199,683)
Treasury shares, at cost                            (103,965)     (26,304)
Total Bristow Group stockholders' investment        1,747,935     1,601,066
Noncontrolling interests                            8,651         9,891
Total stockholders' investment                      1,756,586     1,610,957
Total liabilities and stockholders' investment      $ 3,398,257   $ 2,950,692

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

                                                        March31,
                                                        2014        2013
Cash flows from operating activities:
Net income                                              $ 187,779   $ 131,675
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization                           95,977      96,284
Deferred income taxes                                   5,465       (8,587)
Write-off of deferred financing fees                    12,733      4,642
Discount amortization on long-term debt                 3,708       3,597
(Gain) loss on disposal of assets                       722         (8,068)
Gain on sale of unconsolidated affiliate                (103,924)   —
Impairment of inventories                               12,669      —
Extinguishment of debt                                  —           14,932
Stock-based compensation                                15,433      11,869
Equity in earnings from unconsolidated affiliates less  1,629       (9,244)
than (in excess of) dividends received
Tax benefit related to stock-based compensation         (5,723)     (500)
Increase (decrease) in cash resulting from changes in:
Accounts receivable                                     3,647       (2,739)
Inventories                                             12,824      (1,340)
Prepaid expenses and other assets                       (3,149)     (39,269)
Accounts payable                                        (5,154)     25,654
Accrued liabilities                                     11,697      38,790
Other liabilities and deferred credits                  (14,239)    9,068
Net cash provided by operating activities               232,094     266,764
Cash flows from investing activities:
Capital expenditures                                    (628,613)   (571,425)
Acquisitions, net of cash received                      (39,850)    —
Proceeds from sale of unconsolidated affiliate          112,210     —
Proceeds from asset dispositions                        289,951     314,847
Investment in unconsolidated affiliates                 —           (51,179)
Net cash used in investing activities                   (266,302)   (307,757)
Cash flows from financing activities:
Proceeds from borrowings                                533,064     675,449
Payment of contingent consideration                     (6,000)     —
Debt issuance costs                                     (15,523)    (10,344)
Repayment of debt and debt redemption premiums          (512,492)   (663,921)
Proceeds from assignment of aircraft purchase           106,113     —
agreements
Partial prepayment of put/call obligation               (57)        (63)
Acquisition of noncontrolling interest                  (2,078)     —
Repurchase of common stock                              (77,661)    (1,219)
Common stock dividends paid                             (36,320)    (28,734)
Issuance of common stock                                15,398      15,289
Tax benefit related to stock-based compensation         5,723       500
Net cash provided by (used in) financing activities     10,167      (13,043)
Effect of exchange rate changes on cash and cash        12,759      8,109
equivalents
Net decrease in cash and cash equivalents               (11,282)    (45,927)
Cash and cash equivalents at beginning of period        215,623     261,550
Cash and cash equivalents at end of period              $ 204,341   $ 215,623

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

                       March 31,                March 31,
                       2014         2013         2014           2013
Operating revenue:
Europe                 $ 170,715    $ 129,277    $ 622,684      $ 501,923
West Africa            83,754       73,981       314,829        282,150
North America          55,560       56,314       229,064        225,248
Australia              40,586       40,630       148,731        158,803
Other International    37,973       34,793       133,794        132,088
Corporate and other    17,450       16,117       71,679         46,140
Intra-business unit    (1,453)      (382)        (4,455)        (2,337)
eliminations
Consolidated           $ 404,585    $ 350,730    $ 1,516,326    $ 1,344,015
Operating income
(loss):
Europe                 $ 32,021     $ 31,666     $ 114,729      $ 111,785
West Africa            20,792       17,871       80,053         70,315
North America          8,302        6,373        32,255         27,538
Australia              762          5,708        5,523          25,283
Other International    19,481       13,706       33,769         45,201
Corporate and other    (34,018)     (19,870)     (78,630)       (64,046)
Gain (loss) on         81           7,249        (722)          8,068
disposal of assets
Consolidated           $ 47,421     $ 62,703     $ 186,977      $ 224,144
Operating margin:
Europe                 18.8      %  24.5      %  18.4        %  22.3        %
West Africa            24.8      %  24.2      %  25.4        %  24.9        %
North America          14.9      %  11.3      %  14.1        %  12.2        %
Australia              1.9       %  14.0      %  3.7         %  15.9        %
Other International    51.3      %  39.4      %  25.2        %  34.2        %
Consolidated           11.7      %  17.9      %  12.3        %  16.7        %
Adjusted EBITDAR:
Europe                 $ 63,606     $ 49,471     $ 216,283      $ 181,475
West Africa            27,779       23,494       101,175        88,780
North America          19,663       16,618       73,528         57,864
Australia              9,737        10,559       29,111         43,001
Other International    20,246       17,966       63,778         61,495
Corporate and other    (18,108)     (15,092)     (50,219)       (51,649)
Consolidated           $ 122,923    $ 103,016    $ 433,656      $ 380,966
Adjusted EBITDAR
margin:
Europe                 37.3      %  38.3      %  34.7        %  36.2        %
West Africa            33.2      %  31.8      %  32.1        %  31.5        %
North America          35.4      %  29.5      %  32.1        %  25.7        %
Australia              24.0      %  26.0      %  19.6        %  27.1        %
Other International    53.3      %  51.6      %  47.7        %  46.6        %
Consolidated           30.4      %  29.4      %  28.6        %  28.3        %
Flight hours
(excluding Bristow
Academy and
unconsolidated
affiliates):
Europe                 19,537       13,807       69,130         61,342
West Africa            10,984       10,941       45,581         43,390
North America          11,322       15,014       56,008         72,903
Australia              2,915        3,084        10,378         12,084
Other International    3,721        4,404        14,303         17,430
Consolidated           48,479       47,250       195,400        207,149

BRISTOW GROUP INC. AND SUBSIDIARIES
AIRCRAFT COUNT
As of March 31, 2014
(Unaudited)
                          Aircraft in Consolidated Fleet
              Percentage  Helicopters

              of FY2014                                                        Unconsolidated
                                                          Fixed
              Operating   Small  Medium  Large  Training                       Affiliates ^
                                                          Wing   Total^(1)(2) (2)            Total
              Revenue
Europe        41     %    —      8       57     —         30     95            —              95
West Africa   21     %    8      29      7      —         3      47            —              47
North America 15     %    38     26      12     —         —      76            —              76
Australia     10     %    2      7       19     —         —      28            —              28
Other         9      %    2      31      10     —         —      43            131            174
International
Corporate and 4      %    —      —       —      74        —      74            —              74
other
Total         100    %    50     101     105    74        33     363           131            494
Aircraft not
currently in
fleet:^(3)
On order                  —      10      33     —         —      43
Under option              —      21      34     —         —      55
^(1) Includes 16 aircraft held for sale and 96 leased aircraft as follows:

                    Held for Sale Aircraft in Consolidated Fleet
                    Helicopters
                                                    Fixed
                    Small  Medium  Large  Training         Total
                                                    Wing
Europe              —      —       5      —         —      5
West Africa         —      2       —      —         —      2
North America       —      2       —      —         —      2
Australia           —      —       1      —         —      1
Other International 2      3       —      —         —      5
Corporate and other —      —       —      1         —      1
Total               2      7       6      1         —      16
                    Leased Aircraft in Consolidated Fleet
                    Helicopters
                                                    Fixed
                    Small  Medium  Large  Training         Total
                                                    Wing
Europe              —      1       20     —         13     34
West Africa         —      1       1      —         —      2
North America       5      13      4      —         —      22
Australia           2      2       4      —         —      8
Other International —      —       —      —         —      —
Corporate and other —      —       —      30        —      30
Total               7      17      29     30        13     96

^(2) The average age of our fleet, excluding training aircraft, was 11 years
     as of March 31, 2014.
     The 131 aircraft operated by our unconsolidated affiliates do not include
     those aircraft leased to us. Includes 57 helicopters (primarily medium)
^(3) and 29 fixed wing aircraft owned and managed by Líder, our unconsolidated
     affiliate in Brazil, which is included in our Other International
     business unit.
^(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
(Unaudited)
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              Fiscal YearEnded

                   March 31,                      March 31,
                   2014            2013            2014            2013
                   (In thousands, except per share amounts)
Adjusted           $  68,401       $  57,348       $  233,459      $  217,348
operating income
Gain (loss) on
disposal of        81              7,249           (722)           8,068
assets
Special items      (21,061)        (1,894)         (45,760)        (1,272)
Operating income   $  47,421       $  62,703       $  186,977      $  224,144
Adjusted EBITDAR   $  122,923      $  103,016      $  433,656      $  380,966
Gain (loss) on
disposal of        81              7,249           (722)           8,068
assets
Special items      (20,485)        (1,894)         58,740          (16,204)
Depreciation and   (25,645)        (26,724)        (95,977)        (96,284)
amortization
Rent expense       (31,139)        (18,263)        (105,769)       (67,423)
Interest expense   (8,237)         (10,333)        (44,938)        (42,446)
Provision for      (5,529)         (12,692)        (57,211)        (35,002)
income taxes
Net income         $  31,969       $  40,359       $  187,779      $  131,675
Adjusted net       $  49,129       $  36,742       $  163,176      $  137,846
income
Gain (loss) on
disposal of        60              5,515           (574)           6,373
assets
Special items      (18,871)        (1,877)         24,135          (14,117)
Net income
attributable to    $  30,318       $  40,380       $  186,737      $  130,102
Bristow Group
Adjusted diluted
earnings per       $  1.35         $  1.01         $  4.45         $  3.78
share
Gain (loss) on
disposal of        —               0.15            (0.02)          0.17
assets
Special items      (0.52)          (0.05)          0.66            (0.39)
Diluted earnings   0.83            1.11            5.09            3.57
per share

                             Three Months Ended

                             March 31, 2014
                                                                    Adjusted

                             Adjusted                               Diluted
                                          Adjusted     Adjusted
                             Operating                              Earnings
                                          EBITDAR      Net Income
                             Income                                 Per

                                                                    Share
                             (In thousands, except per share amounts)
 Inventory impairment^(1)    $ (10,540)   $ (10,540)   $ (8,379)    $ (0.23)
 Restructuring items^(2)     (771)        (771)        (3,126)      (0.09)
 Líder taxes ^ (3)           4,233        4,233        2,751        0.08
 Mexico goodwill             (576)        —            (374)        (0.01)
 impairment^(4)
 Nigeria fire^(5)            (8,569)      (8,569)      (6,598)      (0.18)
 CEO succession planning     (4,838)      (4,838)      (3,145)      (0.09)
 and officer separation^(6)
 Total special items         $ (21,061)   $ (20,485)   $ (18,871)   (0.52)
                             Three Months Ended

                             March 31, 2013
                                                                    Adjusted

                             Adjusted                               Diluted
                                          Adjusted     Adjusted
                             Operating                              Earnings
                                          EBITDAR      NetIncome
                             Income                                 Per

                                                                    Share
                             (In thousands, except per share amounts)
 Inventory allowances^(1)    $ (2,838)    $ (2,838)    $ (2,242)    $ (0.06)
 AS332L sale cost            944          944          746          0.02
 reversal^(7)
 364-Day Term Loan           —            —            (381)        (0.01)
 financing fees^(8)
 Total special items         $ (1,894)    $ (1,894)    $ (1,877)    (0.05)
                             Fiscal YearEnded

                             March 31, 2014
                                                                    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     $ 1.85
 affiliate^(9)
 Cancellation of potential   —            —            (8,276)      (0.23)
 financing^(10)
 Inventory impairment^(1)    (12,669)     (12,669)     (10,071)     (0.27)
 Restructuring items^(2)     (5,521)      (5,521)      (6,466)      (0.18)
 Líder taxes^(3)             (13,587)     (13,587)     (8,832)      (0.24)
 Mexico goodwill             (576)        —            (374)        (0.01)
 impairment^(4)
 Nigeria fire^(5)            (8,569)      (8,569)      (6,598)      (0.18)
 CEO succession planning     (4,838)      (4,838)      (3,145)      (0.09)
 and officer separation^(6)
 Total special items         $ (45,760)   $ 58,740     $ 24,135     0.66
                             Fiscal YearEnded

                             March 31, 2013
                                                                    Adjusted

                             Adjusted                               Diluted
                                          Adjusted     Adjusted
                             Operating                              Earnings
                                          EBITDAR      NetIncome
                             Income                                 Per

                                                                    Share
                             (In thousands, except per share amounts)
 Inventory allowance^(1)     $ (2,838)    $ (2,838)    $ (2,242)    $ (0.06)
 Líder correction^(11)       2,784        2,784        1,809        0.05
 Severance costs in the      (2,162)      (2,162)      (1,708)      (0.05)
 Southern North Sea^(12)
 AS332L sale cost reversal   944          944          746          0.02
 ^ (7)
 7 ½% Senior Notes           —            (14,932)     (11,377)     (0.31)
 retirement^(13)
 364-Day Term Loan           —            —            (1,345)      (0.04)
 financing fees^(8)
 Total special items         $ (1,272)    $ (16,204)   $ (14,117)   (0.39)

      Relates to the increase in inventory charges as a result of our review
      of excess inventory on aircraft model types we ceased ownership or plan
      to dispose of during the next two years. The fiscal year 2014 inventory
^(1)  impairment primarily relates to a medium aircraft type that is being
      replaced by newer technology models. The fiscal year 2013 inventory
      allowance primarily 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.
      Relates to charges of $0.8 million and $3.4 million for the three months
      and fiscal year ended March 31, 2014, respectively, associated with the
      restructuring of our North America business unit and planned closure of
      our Alaska operations which related primarily to employee severance and
^(2)  retention costs, a charge of $2.1 million for thefiscal yearended
      March 31, 2014 associated with severance costs in the Southern North Sea
      related to the termination of a contract and $2.6 million of tax expense
      for the three monthsandfiscal yearended March 31, 2014 related to an
      internal reorganization.
      Relates to higher earnings of $4.2 million from Líder from an adjustment
      to tax charges recorded during the prior sequential quarter and a tax
      indemnity payment from the other Líder shareholders resulting from a tax
^(3)  amnesty payment Líder made to the Brazilian government. During fiscal
      yearended March 31, 2014, we recorded $13.6 million of lower earnings
      from Líder due to additional tax charges resulting primarily from the
      tax amnesty payment Líder made to the government of Brazil, including
      the adjustment and indemnity payment in the last quarter.
^(4)  Relates to an impairment of goodwill in Mexico as all our contracts in
      Mexico have ended.
^(5)  Relates to higher insuranceexpense due to a fire in Nigeria.
^(6)  Relates to CEO succession planning of $1.9 million and officer
      separation costs of $2.9 million.
^(7)  Relates to a reversal of costs accrued in the March 2012 quarter
      associated with the sale of AS332L aircraftthat were not incurred.
^(8)  Relates to a charge to interest expense of $2.1 million for the
      write-off of deferred financing fees for our 364-Day Credit Agreement.
^(9)  Relates to a gain resulting from the sale of our 50% interest in the FB
      Entities.
      Relates to a charge to interest expense of $12.7 million, resulting from
      the write-off of unamortized deferred financing fees related to a
^(10) 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.
^(11) Relates to a calculation error related to Líder that affected our
      earnings from unconsolidated affiliates.
^(12) Relates to severance costs in the Southern North Sea related to the
      termination of a contract.
      Relates to redemption premium and fees and unamortized deferred
^(13) financing fees as a result of the early redemption of our 7 ½ Senior
      Notes.

SOURCE Bristow Group Inc.

Website: http://www.bristowgroup.com
 
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