Bristow Group Reports First Quarter Fiscal Year 2018 Results

HOUSTON, Aug. 3, 2017 /PRNewswire/ -- Bristow Group Inc. (NYSE: BRS) today reported the following results for the three months ended June 30, 2017. All amounts shown are dollar amounts in thousands unless otherwise noted:


                             Three Months Ended
                                  June 30,

                           2017                       2016             % Change
                           ----                       ----             --------

    Operating
     revenue                        $339,729                                    $356,184              (4.6)%

    Net loss
     attributable to
     Bristow Group     (55,275)                            (40,772)                        (35.6)%

    Diluted loss per
     share               (1.57)                              (1.17)                        (34.2)%

    Adjusted EBITDA
     (1)                15,203                               19,080                         (20.3)%

    Adjusted net
     loss (1)          (29,138)                            (12,008)                       (142.7)%

    Adjusted diluted
     loss per share
     (1)                (0.83)                              (0.34)                       (144.1)%

    Operating cash
     flow              (51,179)                            (14,828)                       (245.2)%

    Capital
     expenditures        12,553                               21,063                         (40.4)%

    Rent expense         58,675                               51,283                           14.4%


                     June 30,                  March 31,             % Change
                           2017                       2017
                           ----                       ----

    Cash                             $78,879                                     $96,656             (18.4)%

    Undrawn
     borrowing
     capacity on
     Revolving
     Credit Facility    214,129                              260,320                         (17.7)%
                        -------                              -------

    Total liquidity                 $293,008                                    $356,976             (17.9)%
                                    ========                                    ========


    (1)               A full reconciliation of non-GAAP
                      financial measurements is
                      included at the end of this news
                      release.

For the June 2017 quarter, we reported a GAAP net loss of $55.3 million and diluted loss per share of $1.57 compared to a GAAP net loss of $40.8 million and diluted loss per share of $1.17 for the June 2016 quarter. Additionally, we reported an adjusted net loss of $29.1 million and adjusted diluted loss per share of $0.83 for the June 2017 quarter compared to adjusted net loss of $12.0 million and adjusted diluted loss per share of $0.34 for the June 2016 quarter.

BUSINESS AND FINANCIAL UPDATE

    --  Our June 2017 quarter adjusted EBITDA was better than our internal
        expectations as a result of higher revenue primarily from increased
        activity levels in Europe and Africa, and reduced expenses from the
        actions taken during the quarter, which included the reversal of $8.0
        million in previously accrued annual and long-term incentive bonuses and
        reduced corporate salary and professional fee expenses.
    --  We had $293.0 million of total liquidity as of June 30, 2017 with
        negative operating cash flow during the quarter driven primarily by
        working capital changes from the timing of receivable collections, and
        interest and severance payments being only partially offset by $40
        million in proceeds from the sale of a SAR S-92.
    --  In July 2017, we entered into a $230 million Credit Agreement that is
        currently expected to fund on or before August 30, 2017.  We anticipate
        an improved fiscal year 2018 liquidity outlook reflecting the benefit of
        actions taken in fiscal year 2018, including cost reductions and the
        suspension of our $2.5 million quarterly dividend.
    --  Our expectations for fiscal year 2018 full year operating results remain
        largely consistent with our May 2017 guidance with the bonus accrual
        benefit not expected to recur.

"While our first quarter financial performance continues to reflect the difficult environment in the offshore oil and gas industry, I am incredibly proud that our teams delivered safe operations and a more competitive and cost efficient service for our clients as a result of aggressive actions taken during the quarter," said Jonathan Baliff, President and Chief Executive Officer of Bristow Group.

"Even with the better-than-expected first quarter performance, we expect the full fiscal 2018 operating results to be largely consistent with our May 2017 guidance as the current downturn persists with low offshore oil and gas activity levels. However, since the beginning of this fiscal year, we have taken several actions designed to significantly strengthen our liquidity. We sold a SAR S-92 for approximately $40 million, announced an agreement for a secured financing of $230 million, and therefore anticipate an improved fiscal 2018 liquidity outlook."

"We remain committed to our four fiscal 2018 priorities for the New Bristow. One, safety improvement remains Bristow's top priority while; two, continuing to improve efficiency with G&A expenses expected to decrease to approximately 12% of revenues; three, further optimizing our portfolio and our fleet, recovering costs incurred as a result of the actions of original equipment manufacturers (OEMs) while reducing or deferring capital expenditures; and four, growing revenue as we better serve our clients in our Europe and Americas Hubs."

Operating revenue from external clients by line of service was as follows:


               Three Months Ended June 30,

                  2017                      2016              % Change
                  ----                      ----              --------


                         (in thousands, except percentages)

     Oil
     and
     gas
     services              $234,775                                    $253,087         (7.2)%

     Fixed
     wing
     services   50,677                                 50,617                      0.1%

     U.K.
     SAR
     services   52,587                                 49,549                      6.1%

     Corporate
     and
     other       1,690                                  2,931                   (42.3)%
                 -----                                  -----

     Total
     operating
     revenue               $339,729                                    $356,184         (4.6)%
                           ========                                    ========

The year-over-year decrease in revenue was driven by lower oil and gas activity levels and an unfavorable impact from changes in foreign currency exchange rates compared to the June 2016 quarter of $18.8 million, which related mostly to the depreciation in the British pound sterling. The decline in oil and gas services revenue was partially offset by the increase in U.K. SAR services revenue due to additional bases coming online in fiscal years 2017 and 2018.

The year-over-year change in net loss and diluted loss per share was primarily driven by the decline in oil and gas revenue discussed above, higher income tax, rent and interest expense, lower earnings from unconsolidated affiliates and an inventory impairment charge recorded in the June 2017 quarter. These unfavorable changes were partially offset by higher impairment of asset charges recorded in the June 2016 quarter, a decrease in general and administrative expense and direct costs primarily from lower salaries and benefits and lower depreciation and amortization expense due to accelerated depreciation recorded in the June 2017 quarter. The year-over-year impact of changes in foreign currency exchange rates on revenue was offset by a positive impact on operating expenses and lower transaction losses compared to the June 2016 quarter.

The GAAP net loss and diluted loss per share for the June 2017 quarter included the following special items:

    --  Organizational restructuring costs of $9.7 million ($6.6 million net of
        tax) included in general and administrative expense, which includes
        severance expense of $8.7 million related to separation programs across
        our global organization designed to increase efficiency and reduce costs
        and other restructuring costs of $1.0 million,
    --  Impairment of inventories of $1.2 million ($0.8 million net of tax)
        included in loss on impairment, and
    --  Tax items of $14.9 million that include non-cash adjustments related to
        the ongoing impact of valuation of deferred tax assets of $13.9 million
        and a one-time non-cash tax effect from repositioning of certain
        aircraft from one tax jurisdiction to another related to recent
        financing transactions resulting in additional income tax expense of
        $1.0 million.

The June 2016 quarter was impacted by similar items as reflected in the table at the end of this release.

Excluding the effect of these special items, the year-over-year increase in adjusted net loss and diluted earnings per share and decrease in adjusted EBITDA was primarily driven by the decline in oil and gas revenue, higher adjusted income tax expense, higher rent expense and lower earnings from unconsolidated affiliates.

DIVIDEND, LIQUIDITY AND FINANCIAL FLEXIBILITY

In August 2017, the Board of Directors voted to suspend our quarterly dividend as part of our fiscal 2018 priorities. By suspending what had been a $0.07 per share quarterly dividend, we will preserve approximately $10 million of cash annually.

Our total liquidity decreased approximately $64 million to $293 million as of June 30, 2017 primarily due to cash used in operations of $51.2 million, including negative working capital changes of $32.1 million as well as principal debt repayments of $33.5 million, partially offset by proceeds from asset dispositions of $42.0 million. We expect ending total liquidity as of March 31, 2018 to be between $225 million and $265 million, which is higher than we forecasted in May 2017 as we continue to take actions to reduce cost, manage working capital and leverage our asset portfolio.

"The actions we have taken over the past two years were designed to strengthen our financial position and further extend our liquidity runway as we work through this generational downturn," said Don Miller, Senior Vice President and Chief Financial Officer. "Our focused effort on continued cost reductions, including the return of expiring leased aircraft and working capital reductions, are expected to improve our liquidity as we navigate through this challenging market environment."



    REGIONAL PERFORMANCE
    --------------------


    Europe Caspian


                            Three Months Ended
                                 June 30,

                         2017                        2016             % Change
                         ----                        ----             --------


                              (in thousands, except percentages)

    Operating revenue             $184,478                                     $189,128          (2.5)%

    Earnings from
     unconsolidated
     affiliates                        $30                                          $51         (41.2)%

    Operating income                $4,407                                      $13,030         (66.2)%

    Operating margin     2.4%                                    6.9%                   (65.2)%

    Adjusted EBITDA                $16,152                                      $17,599          (8.2)%

    Adjusted EBITDA
     margin              8.8%                                    9.3%                    (5.4)%

    Rent expense                   $36,453                                      $32,288           12.9%

The year-over-year decrease in operating revenue was primarily driven by the unfavorable impact of foreign currency exchange rates during the June 2017 quarter of $18.0 million, partially offset by an increase in operating revenue driven by the start-up of U.K. SAR bases since the June 2016 quarter and an additional contract in Norway. Eastern Airways contributed $27.9 million and $30.9 million in operating revenue and $0.1 million and $1.5 million in adjusted EBITDA for the June 2017 and June 2016 quarters, respectively.

Excluding the impact of foreign currency exchange rate changes, operating margin and adjusted EBITDA margin, would have been 3.0% and 9.6% in the June 2017 quarter compared to 5.5% and 11.5% in the June 2016 quarter, respectively. Operating margin and adjusted EBITDA margin, excluding the impact of foreign currency exchange rate changes, decreased from the June 2016 quarter as a result of the impact from the downturn in the offshore energy market, which was only partially offset by the start-up of the U.K. SAR bases and cost reduction activities.



    Africa


                  Three Months Ended
                       June 30,

                2017                      2016              % Change
                ----                      ----              --------


                    (in thousands, except percentages)

     Operating
     revenue             $49,981                                     $53,124        (5.9)%

     Operating
     income              $10,048                                      $1,571        539.6%

     Operating
     margin    20.1%                                   3.0%                  570.0%

     Adjusted
     EBITDA              $13,383                                      $6,772         97.6%

     Adjusted
     EBITDA
     margin    26.8%                                  12.7%                  111.0%

     Rent
     expense              $2,200                                      $2,268        (3.0)%

Operating revenue for Africa decreased for the June 2017 quarter due to an overall decrease in helicopter activity compared to the June 2016 quarter. We began providing fixed wing services in Africa which generated $1.8 million of operating revenue for the June 2017 quarter which partially offset the decline in helicopter activity.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin increased in the June 2017 quarter primarily due to a decline in direct costs driven by cost management efforts and the benefit of the devalued Nigerian naira, partially offset by the decrease in revenue discussed above. Operating income and operating margin also benefited from lower depreciation expense compared to the June 2016 quarter; we recorded $2.8 million of accelerated depreciation expense in the June 2016 quarter related to aircraft where management made the decision to exit model types earlier than originally anticipated. The year-over-year devaluation of the Nigerian naira benefited our regional results by $2.0 million as expenses denominated in naira translated into fewer U.S. dollars for reporting purposes.



    Americas


                          Three Months Ended
                               June 30,

                        2017                       2016              % Change
                        ----                       ----              --------


                             (in thousands, except percentages)

    Operating revenue            $57,783                                      $58,754             (1.7)%

    Earnings from
     unconsolidated
     affiliates                   $(535)                                      $3,863           (113.8)%

    Operating income            $(1,256)                                        $921           (236.4)%

    Operating margin  (2.2)%                                    1.6%                  (237.5)%

    Adjusted EBITDA               $6,176                                      $14,036            (56.0)%

    Adjusted EBITDA
     margin            10.7%                                   23.9%                   (55.2)%

    Rent expense                  $6,994                                       $5,562              25.7%

Operating revenue was slightly lower for the June 2017 quarter compared to the June 2016 quarter primarily due to the decline in medium and large aircraft activity in our U.S. Gulf of Mexico operations, a decrease in revenue in Trinidad and a decrease in revenue in Brazil; no aircraft were leased to Líder during the June 2017 quarter. These decreases were mostly offset by a new contract in Guyana and additional revenue from the search and rescue consortium in the U.S. Gulf of Mexico.

Earnings from unconsolidated affiliates decreased $4.4 million year-over-year primarily due to a decrease in earnings from our investment in Líder in Brazil. Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin were negatively impacted by this decrease in earnings from Líder, which included an unfavorable exchange rate impact of $1.1 million year-over-year.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin decreased primarily due to the decrease in earnings from unconsolidated affiliates and revenue and an increase in lease costs. Operating income and operating margin benefited from lower depreciation expense compared to the June 2016 quarter; we recorded $3.9 million of accelerated depreciation expense in the June 2016 quarter related to aircraft where management made the decision to exit model types earlier than originally anticipated.



    Asia Pacific


                       Three Months Ended
                            June 30,

                    2017                        2016              % Change
                    ----                        ----              --------


                         (in thousands, except percentages)

    Operating
     revenue                  $49,127                                        $55,232             (11.1)%

    Operating
     loss                   $(12,530)                                      $(5,893)           (112.6)%

    Operating
     margin      (25.5)%                                  (10.7)%                    (138.3)%

    Adjusted
     EBITDA                  $(5,720)                                      $(3,123)            (83.2)%

    Adjusted
     EBITDA
     margin      (11.6)%                                   (5.7)%                    (103.5)%

    Rent
     expense                  $10,954                                         $9,284               18.0%

Operating revenue decreased for the June 2017 quarter compared to the June 2016 quarter primarily due to the ending of short-term contracts, partially offset by an increase in revenue from our fixed-wing operations at Airnorth. Airnorth contributed $21.0 million and $19.7 million in operating revenue and $0.9 million and $3.5 million in adjusted EBITDA for the June 2017 and June 2016 quarters, respectively.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin decreased in the June 2017 quarter primarily due to decreased revenue and an increase in lease costs, which was only partially offset by a decrease in salaries and benefits. Additionally, operating income and operating margin in the June 2017 quarter were negatively impacted by an increase in depreciation and amortization expense.



    Corporate and other


                           Three Months Ended
                                June 30,

                        2017                        2016        % Change
                        ----                        ----        --------


                             (in thousands, except percentages)

     Operating
     revenue                       $1,712                                    $3,177   (46.1)%

     Earnings
     from
     unconsolidated
     affiliates                    $(160)                                    $(84)  (90.5)%

     Operating
     loss                       $(25,957)                                $(25,847)   (0.4)%

     Adjusted
     EBITDA                     $(14,788)                                $(16,204)     8.7%

    Rent
     expense                       $2,074                                    $1,881     10.3%

Operating revenue decreased for the June 2017 quarter primarily due to a decline in Bristow Academy revenue.

Adjusted EBITDA improved primarily due to overall cost reduction activities that decreased general and administrative expenses, partially offset by a decline in revenue discussed above. In addition to the items impacting adjusted EBITDA, operating loss for the June 2017 quarter was impacted by $1.2 million of inventory impairment charges.

GUIDANCE

Guidance for selected financial measures is included in the tables that follow.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Friday, August 4, 2017 to review financial results for the fiscal year 2018 first quarter ended June 30, 2017. This release and the most recent investor slide presentation are available in the investor relations area of our web page at www.bristowgroup.com. The conference call can be accessed as follows:

Via Webcast:

    --  Visit Bristow Group's investor relations Web page at
        www.bristowgroup.com
    --  Live: Click on the link for "Bristow Group Fiscal 2018 First Quarter
        Earnings Conference Call"
    --  Replay: A replay via webcast will be available approximately one hour
        after the call's completion and will be accessible for approximately 90
        days

Via Telephone within the U.S.:

    --  Live: Dial toll free 1-877-404-9648
    --  Replay: A telephone replay will be available through August 18, 2017 and
        may be accessed by calling toll free 1-877-660-6853, passcode: 13665035#

Via Telephone outside the U.S.:

    --  Live: Dial 1-412-902-0030
    --  Replay: A telephone replay will be available through August 18, 2017 and
        may be accessed by calling 1-201-612-7415, passcode: 13665035#

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is the leading global industrial aviation services provider offering helicopter transportation, search and rescue (SAR) and aircraft support services, including maintenance and training, to government and civil organizations worldwide. Bristow has major 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. Bristow provides SAR services to the private sector worldwide and to the public sector for all of the U.K. on behalf of the Maritime and Coastguard Agency. For more information, visit 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, expected contract revenue, capital deployment strategy, operational and capital performance, expected cost management activities, expected capital expenditure deferrals, shareholder return, liquidity, 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 supply and demand for oil and natural gas; fluctuations in levels of oil and natural gas production, exploration and development activities; the impact of competition; actions by clients and suppliers; the risk of reductions in spending on industrial aviation 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, 2017. 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.

News Release

Linda McNeill
Investor Relations
(713) 267-7622

(financial tables follow)



                                           BRISTOW GROUP INC. AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF OPERATIONS

                                (In thousands, except per share amounts and percentages)

                                                       (Unaudited)


                                                              Three Months Ended
                                                                   June 30,

                                                        2017                      2016
                                                        ----                      ----


    Gross revenue:

    Operating revenue from non-
     affiliates                                                 $322,118                            $338,675

    Operating revenue from
     affiliates                                       17,611                               17,509

    Reimbursable revenue from
     non-affiliates                                   12,380                               13,214
                                                      ------                               ------

                                                     352,109                              369,398

    Operating expense:

    Direct cost                                      285,551                              289,543

    Reimbursable expense                              12,226                               12,614

    Depreciation and
     amortization                                     31,056                               34,694

    General and administrative                        46,707                               52,595
                                                      ------                               ------

                                                     375,540                              389,446


    Loss on impairment                               (1,192)                                   -

    Gain (loss) on disposal of
     assets                                              699                             (10,017)

    Earnings from
     unconsolidated affiliates,
     net of losses                                     (665)                               3,830
                                                        ----                                -----

    Operating loss                                  (24,589)                            (26,235)


    Interest expense, net                           (16,021)                            (10,886)

    Other income (expense), net                      (1,645)                             (6,189)
                                                      ------                               ------

    Loss before provision for
     income taxes                                   (42,255)                            (43,310)

    (Provision) benefit for
     income taxes                                   (13,491)                               2,238
                                                     -------                                -----

    Net loss                                        (55,746)                            (41,072)

    Net loss attributable to
     noncontrolling interests                            471                                  300

    Net loss attributable to
     Bristow Group                                             $(55,275)                          $(40,772)
                                                                ========                            ========


    Loss per common share:

    Basic                                                        $(1.57)                            $(1.17)

    Diluted                                                      $(1.57)                            $(1.17)


    Non-GAAP measures:

    Adjusted EBITDA                                              $15,203                             $19,080

    Adjusted EBITDA margin                              4.5%                                5.4%

    Adjusted net loss                                          $(29,138)                          $(12,008)

    Adjusted diluted loss per
     share                                                       $(0.83)                            $(0.34)



                                            BRISTOW GROUP INC. AND SUBSIDIARIES

                                                CONSOLIDATED BALANCE SHEETS

                                                      (In thousands)

                                                        (Unaudited)


                                                   June 30,                      March 31,
                                                        2017                                2017
                                                        ----                                ----

                                                      ASSETS

    Current assets:

    Cash and cash equivalents                                     $78,879                             $96,656

    Accounts receivable from
     non-affiliates                                  218,413                               198,129

    Accounts receivable from
     affiliates                                       13,302                                 8,786

    Inventories                                      130,479                               124,911

    Assets held for sale                              34,585                                38,246

    Prepaid expenses and other
     current assets                                   43,145                                41,143
                                                      ------                                ------

    Total current assets                             518,803                               507,871

    Investment in
     unconsolidated affiliates                       205,174                               210,162

    Property and equipment - at cost:

    Land and buildings                               235,270                               231,448

    Aircraft and equipment                         2,605,978                             2,622,701
                                                   ---------                             ---------

                                                   2,841,248                             2,854,149

    Less - Accumulated
     depreciation and
     amortization                                  (630,223)                            (599,785)
                                                    --------                              --------

                                                   2,211,025                             2,254,364

    Goodwill                                          19,907                                19,798

    Other assets                                     115,921                               121,652
                                                     -------                               -------

    Total assets                                               $3,070,830                          $3,113,847
                                                               ==========                          ==========


                   LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' INVESTMENT

    Current liabilities:

    Accounts payable                                              $96,498                             $98,215

    Accrued wages, benefits and
     related taxes                                    53,288                                59,077

    Income taxes payable                              15,802                                15,145

    Other accrued taxes                                8,383                                 9,611

    Deferred revenue                                  22,318                                19,911

    Accrued maintenance and
     repairs                                          25,628                                22,914

    Accrued interest                                   5,702                                12,909

    Other accrued liabilities                         48,376                                46,679

    Deferred taxes                                         -                                  830

    Short-term borrowings and
     current maturities of
     long-term debt                                  117,817                               131,063
                                                     -------                               -------

    Total current liabilities                        393,812                               416,354

    Long-term debt, less
     current maturities                            1,174,749                             1,150,956

    Accrued pension liabilities                       60,057                                61,647

    Other liabilities and
     deferred credits                                 25,634                                28,899

    Deferred taxes                                   159,439                               154,873

    Redeemable noncontrolling
     interest                                          6,349                                 6,886


    Stockholders' investment:

    Common stock                                         380                                   379

    Additional paid-in capital                       813,857                               809,995

    Retained earnings                                934,166                               991,906

    Accumulated other
     comprehensive loss                            (318,207)                            (328,277)

    Treasury shares                                (184,796)                            (184,796)
                                                    --------                              --------

    Total Bristow Group
     stockholders' investment                      1,245,400                             1,289,207

    Noncontrolling interests                           5,390                                 5,025
                                                       -----                                 -----

    Total stockholders'
     investment                                    1,250,790                             1,294,232
                                                   ---------                             ---------

    Total liabilities,
     redeemable noncontrolling
     interest and stockholders'
     investment                                                $3,070,830                          $3,113,847
                                                               ==========                          ==========



                                 BRISTOW GROUP INC. AND SUBSIDIARIES

                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                           (In thousands)

                                             (Unaudited)


                                              Three Months Ended
                                                   June 30,

                                              2017                    2016
                                              ----                    ----

    Cash flows from operating
     activities:

    Net loss                                         $(55,746)                       $(41,072)

    Adjustments to reconcile
     net loss to net cash used
     in operating activities:

     Depreciation
     and
     amortization                           31,056                            34,694

    Deferred
     income
     taxes                                   6,651                           (7,216)

    Discount
     amortization
     on long-
     term debt                                  23                                27

    Gain
     (loss) on
     disposal
     of assets                               (699)                           10,017

    Loss on
     impairment                              1,192                                 -

    Stock-
     based
     compensation                            4,136                             4,200

    Equity in
     earnings
     from
     unconsolidated
     affiliates
     less than
     (in
     excess
     of)
     dividends
     received                                  665                           (3,587)

    Increase (decrease) in cash
     resulting from changes in:

    Accounts
     receivable                           (21,541)                         (18,391)

    Inventories                            (3,551)                          (2,000)

    Prepaid
     expenses
     and other
     assets                                  5,106                           (2,390)

    Accounts
     payable                               (3,288)                            5,328

    Accrued
     liabilities                           (8,807)                           10,904

    Other
     liabilities
     and
     deferred
     credits                               (6,376)                          (5,342)
                                            ------                            ------

    Net cash
     used in
     operating
     activities                           (51,179)                         (14,828)

    Cash flows from investing
     activities:

    Capital
     expenditures                         (12,553)                         (21,063)

    Proceeds
     from
     asset
     dispositions                           41,975                            11,500

    Net cash
     provided
     by (used
     in)
     investing
     activities                             29,422                           (9,563)

    Cash flows from financing
     activities:

    Proceeds
     from
     borrowings                             69,018                            74,408

    Debt
     issuance
     costs                                   (493)                          (2,925)

    Repayment
     of debt                              (66,947)                         (18,035)

    Partial
     prepayment
     of put/
     call
     obligation                               (12)                             (13)

    Payment of
     contingent
     consideration                               -                         (10,000)

    Common
     stock
     dividends
     paid                                  (2,465)                          (2,453)

     Repurchases
     for tax
     withholdings
     on
     vesting
     of equity
     awards                                  (274)                            (570)
                                              ----                              ----

    Net cash
     provided
     by (used
     in)
     financing
     activities                            (1,173)                           40,412

    Effect of
     exchange
     rate
     changes
     on cash
     and cash
     equivalents                             5,153                             2,380
                                             -----                             -----

    Net
     increase
     (decrease)
     in cash
     and cash
     equivalents                          (17,777)                           18,401

    Cash and
     cash
     equivalents
     at
     beginning
     of period                              96,656                           104,310
                                            ------                           -------

    Cash and
     cash
     equivalents
     at end of
     period                                            $78,879                         $122,711
                                                       =======                         ========



                                                BRISTOW GROUP INC. AND SUBSIDIARIES

                                                      SELECTED OPERATING DATA

                                        (In thousands, except flight hours and percentages)

                                                            (Unaudited)


                                                                   Three Months Ended
                                                                        June 30,

                                                                  2017                      2016
                                                                  ----                      ----

    Flight hours (excluding Bristow Academy and
     unconsolidated affiliates):

    Europe Caspian                                              22,147                              22,144

    Africa                                                       7,523                               8,072

    Americas                                                     7,692                               6,210

    Asia Pacific                                                 6,361                               6,711

    Consolidated                                                43,723                              43,137
                                                                ======                              ======

    Operating revenue:

    Europe Caspian                                                        $184,478                           $189,128

    Africa                                                      49,981                              53,124

    Americas                                                    57,783                              58,754

    Asia Pacific                                                49,127                              55,232

    Corporate and other                                          1,712                               3,177

    Intra-region eliminations                                  (3,352)                            (3,231)

    Consolidated                                                          $339,729                           $356,184
                                                                          ========                           ========

    Operating income (loss):

    Europe Caspian                                                          $4,407                            $13,030

    Africa                                                      10,048                               1,571

    Americas                                                   (1,256)                                921

    Asia Pacific                                              (12,530)                            (5,893)

    Corporate and other                                       (25,957)                           (25,847)

    Gain (loss) on disposal of assets                              699                            (10,017)

    Consolidated                                                         $(24,589)                         $(26,235)
                                                                          ========                           ========

    Operating margin:

    Europe Caspian                                                2.4%                               6.9%

    Africa                                                       20.1%                               3.0%

    Americas                                                    (2.2)%                               1.6%

    Asia Pacific                                               (25.5)%                            (10.7)%

    Consolidated                                                (7.2)%                             (7.4)%

    Adjusted EBITDA:

    Europe Caspian                                                         $16,152                            $17,599

    Africa                                                      13,383                               6,772

    Americas                                                     6,176                              14,036

    Asia Pacific                                               (5,720)                            (3,123)

    Corporate and other                                       (14,788)                           (16,204)

    Consolidated                                                           $15,203                            $19,080
                                                                           =======                            =======

    Adjusted EBITDA margin:

    Europe Caspian                                                8.8%                               9.3%

    Africa                                                       26.8%                              12.7%

    Americas                                                     10.7%                              23.9%

    Asia Pacific                                               (11.6)%                             (5.7)%

    Consolidated                                                  4.5%                               5.4%


                                                                   Three Months Ended
                                                                        June 30,

                                                                  2017                      2016
                                                                  ----                      ----

    Depreciation and amortization:

    Europe Caspian                                                         $11,822                            $11,189

    Africa                                                       3,076                               5,453

    Americas                                                     6,999                              11,381

    Asia Pacific                                                 5,810                               4,236

    Corporate and other                                          3,349                               2,435

    Consolidated                                                           $31,056                            $34,694
                                                                           =======                            =======

    Rent expense:

    Europe Caspian                                                         $36,453                            $32,288

    Africa                                                       2,200                               2,268

    Americas                                                     6,994                               5,562

    Asia Pacific                                                10,954                               9,284

    Corporate and other                                          2,074                               1,881
                                                                 -----                               -----

    Consolidated                                                           $58,675                            $51,283
                                                                           =======                            =======



                                                                                                       BRISTOW GROUP INC. AND SUBSIDIARIES

                                                                                                                  AIRCRAFT COUNT

                                                                                                               As of June 30, 2017

                                                                                                                   (Unaudited)


                           Percentage                           Aircraft in Consolidated Fleet

                           of Current

                             Quarter

                           Operating

                             Revenue
                             -------

                                          Helicopters                 Fixed                              Unconsolidated

                                                                        Wing                              Affiliates (3)
                                                                        ----                              -------------

                              Small                   Medium       Large             Training    Total
                                                                                                (1)(2)          Total
                                -----                 ------        -----            --------   ------          -----

    Europe
     Caspian                      54%                          -                           16                      78                           -      31        125         -      125

    Africa                        15%                          9                            31                       5                           -       5         50        46        96

    Americas                      17%                         14                            41                      17                           -       -        72        67       139

    Asia
     Pacific                      14%                          2                            10                      23                           -      14         49         -       49

    Corporate
     and other                      - %                        -                            -                      -                         48        -        48         -       48
                                  --- ---                    ---                          ---                    ---                        ---      ---       ---       ---      ---

    Total                        100%                         25                            98                     123                          48       50        344       113       457
                                  ===                         ===                           ===                     ===                         ===      ===        ===       ===       ===

    Aircraft not currently
     in fleet: (4)

    On order                                             -                     2                         27                          -              -        29

    Under option                                         -                              -                      4                           -              -            4


    (1)                 Eastern Airways operates a
                        total of 31 fixed wing
                        aircraft in the Europe
                        Caspian region and provides
                        technical support for 3
                        fixed wing aircraft in the
                        Africa region. Additionally,
                        Airnorth operates a total of
                        14 fixed wing aircraft,
                        which are included in the
                        Asia Pacific region.

    (2)                 Includes 14 aircraft held for
                        sale and 121 leased aircraft
                        as follows:

                       Held for Sale Aircraft in Consolidated Fleet

                             Helicopters

               Small             Medium              Large          Training     Fixed       Total

                                                                                  Wing
                                                                                  ----

    Europe
     Caspian         -                         2                              -          -          -     2

    Africa           -                         4                              -          -          -     4

    Americas         -                         5                              -          -          -     5

    Asia
     Pacific         -                         -                             -          -          1      1

    Corporate
     and other       -                         -                             -          2           -     2

    Total            -                        11                              -          2           1     14
                   ===                       ===                            ===        ===         ===    ===


                       Leased Aircraft in Consolidated Fleet

                          Helicopters

               Small             Medium              Large          Training     Fixed       Total

                                                                                  Wing
                                                                                  ----

    Europe
     Caspian         -                         6                             39           -         13     58

    Africa           -                         1                              2           -          2      5

    Americas         1                         14                              7           -          -    22

    Asia
     Pacific         2                          3                              9           -          4     18

    Corporate
     and other       -                         -                             -         18           -    18

    Total            3                         24                             57          18          19    121
                   ===                        ===                            ===         ===         ===    ===


    (3)                   The average age of our fleet,
                          excluding training aircraft, was
                          approximately nine years as of
                          June 30, 2017.

    (4)                   The 113 aircraft operated by our
                          unconsolidated affiliates do not
                          include those aircraft leased from
                          us. Includes 43 helicopters
                          (primarily medium) and 24 fixed
                          wing aircraft owned and managed by
                          Líder Táxi Aéreo S.A. ("Líder"),
                          our unconsolidated affiliate in
                          Brazil included in the Americas
                          region, and 39 helicopters and 7
                          fixed wing aircraft owned by
                          Petroleum Air Services ("PAS"),
                          our unconsolidated affiliate in
                          Egypt included in the Africas
                          region.

    (5)                   This table does not reflect
                          aircraft which our unconsolidated
                          affiliates may have on order or
                          under option.



                   BRISTOW GROUP INC. AND SUBSIDIARIES

                              FY18 GUIDANCE


                  FY18 guidance as of June 30, 2017 (1)

                  Operating revenue(2)         Adjusted EBITDA2,3       Rent(2)
                                                                      -------

    Oil and
     gas             ~$850M - $950M             ~$(35M) - $(10M)    ~$155M - $165M
                                               --------------     --------------

    U.K. SAR         ~$215M - $230M               ~$40M - $50M       ~$45M - $50M
                     --------------               ------------       ------------

    Eastern          ~$105M - $115M                 ~$0 - $5M        ~$10M - $12M
                     --------------                 ---------        ------------

    Airnorth          ~$80M - $90M                 ~$5M - $10M       ~$10M - $12M

    Total            ~$1.3B - $1.4B               ~$15M - $50M      ~$225M - $235M
    -----            --------------               ------------      --------------


    G&A
     Expense4        ~$170M - $190M
    ---------        --------------

     Depreciation
     Expense         ~$120M - $130M
     ------------    --------------

    Total
     aircraft
     rent5           ~$200M - $205M
    ---------        --------------

    Total non-
     aircraft
     rent5            ~$25M - $30M
    ----------        ------------

    Interest
     expense          ~$55M - $65M
    --------          ------------

    Non-
     aircraft
     capex4          ~$45M annually
    ---------        --------------


    (1)              FY18 guidance assumes FX rates as of June
                     30, 2017.


    (2)              Operating revenue, EBITDA and rent for oil
                     and gas includes corporate and other
                     revenue and the impact of corporate
                     overhead expenses.


    (3)              EBITDA for U.K. SAR and fixed wing
                      (Eastern/Airnorth)  excludes corporate
                      overhead allocations consistent with
                      financial reporting. EBITDA is a non-
                      GAAP measure of which the most comparable
                      GAAP measure is net income (loss). We
                      have not provided a reconciliation of
                      this non-GAAP forward-looking
                      information to GAAP. The most comparable
                      GAAP measure to EBITDA is net income
                      (loss) which is not calculated at this
                      lower level of our business as we do not
                      allocate certain costs, including
                      corporate and other overhead costs,
                      interest expense and income taxes within
                      our accounting system. Providing this
                      data would require unreasonable efforts
                      in the form of allocations of other costs
                      across the organization.


    (4)              Updated from guidance as of March 31,
                     2017.


    (5)              Total aircraft rent and total non-
                     aircraft rent are inclusive of the
                     respective components of rent expense for
                     U.K. SAR, Eastern, Airnorth plus oil and
                     gas.



                                           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
                                                              June 30,

                                                        2017                      2016
                                                        ----                      ----


                                                       (In thousands, except

                                                         per share amounts)

    Net loss                                                   $(55,746)                                         $(41,072)

    (Gain) loss on disposal of
     assets                                            (699)                               10,017

    Special items                                     10,866                                 6,559

    Depreciation and
     amortization                                     31,056                                34,694

    Interest expense                                  16,235                                11,120

    Provision (benefit) for
     income taxes                                     13,491                               (2,238)

    Adjusted EBITDA                                              $15,203                                            $19,080
                                                                 =======                                            =======


    (Provision) benefit for
     income taxes                                              $(13,491)                                            $2,238

    Tax expense (benefit) on
     gain (loss) on disposal of
     asset                                             4,573                               (3,206)

    Tax provision on special
     items                                            11,397                                 8,526

    Adjusted benefit for income
     taxes                                                        $2,479                                             $7,558
                                                                  ======                                             ======


    Effective tax rate (1)                           (31.9)%                                 5.2%

    Adjusted effective tax rate
     (1)                                               7.7%                                38.0%


    Net loss attributable to
     Bristow Group                                             $(55,275)                                         $(40,772)



    Loss on disposal of assets                         3,874                                 6,811

    Special items                                     22,263                                21,953

    Adjusted net loss                                          $(29,138)                                         $(12,008)
                                                                ========                                           ========


    Diluted loss per share                                       $(1.57)                                           $(1.17)

    Loss on disposal of assets                          0.11                                  0.19

    Special items                                       0.63                                  0.63

    Adjusted diluted loss per
     share                                            (0.83)                               (0.34)


    (1)             Effective tax rate is
                    calculated by dividing
                    benefit (provision) for
                    income tax by pretax net
                    income (loss). Adjusted
                    effective tax rate is
                    calculated by dividing
                    adjusted benefit
                    (provision) for income
                    tax by adjusted pretax
                    net income (loss). Tax
                    expense (benefit) on loss
                    on disposal of asset and
                    tax expense (benefit) on
                    special items is
                    calculated using the
                    statutory rate of the
                    entity recording the loss
                    on disposal of asset or
                    special item.

                                           Three Months Ended
                                             June 30, 2017

                        Adjusted                Adjusted               Adjusted

                         EBITDA                 Net Loss                Diluted

                                                                         Loss

                                                                          Per

                                                                         Share
                                                                         -----


                             (In thousands, except per share amounts)

    Organizational
     restructuring
     costs (1)                       $(9,674)                                    $(6,602)          (0.19)

    Tax items (2)               -                            (14,886)                       (0.42)

    Inventory
     impairment           (1,192)                               (775)                       (0.02)
                           ------                                 ----

    Total special items             $(10,866)                                   $(22,263)          (0.63)
                                     ========                                     ========


                                        Three Months Ended
                                          June 30, 2016

                        Adjusted                Adjusted               Adjusted
                         EBITDA
                                                Net Loss                Diluted

                                                                         Loss

                                                                          Per

                                                                         Share
                                                                         -----


                             (In thousands, except per share amounts)

    Organizational
     restructuring
     costs (1)                       $(6,559)                                    $(4,292)          (0.12)

    Additional
     depreciation
     expense resulting
     from fleet changes
     (3)                       -                             (4,490)                       (0.13)

    Tax valuation
     allowances (2)             -                            (13,171)                       (0.38)
                              ---                             -------

    Total special items              $(6,559)                                   $(21,953)          (0.63)
                                      =======                                     ========


    (1)              Organizational restructuring
                     costs include severance expense
                     included in direct costs and
                     general and administrative
                     expense from our voluntary and
                     involuntary separation programs.

    (2)              Relates to a one-time non-cash
                     tax effect from repositioning of
                     certain aircraft from one tax
                     jurisdiction to another related
                     to recent financing transactions
                     for the June 2017 quarter and
                     non-cash adjustments related to
                     the valuation of deferred tax
                     assets for all periods
                     presented.

    (3)              Relates to additional
                     depreciation expense due to
                     fleet changes.

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SOURCE Bristow Group Inc.