Bristow Group Reports Second Quarter Fiscal Year 2018 Results

HOUSTON, Nov. 8, 2017 /PRNewswire/ -- Bristow Group Inc. (NYSE: BRS) today reported the following results for the three and six months ended September 30, 2017. All amounts shown are dollar amounts in thousands unless otherwise noted:


                              Three Months Ended                                            Six Months Ended
                                September 30,                                                 September 30,

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

    Operating revenue               $357,992                              $343,662                           4.2%                         $697,721               $699,846 (0.3)%

    Net loss
     attributable to
     Bristow Group     (31,209)                        (29,797)                    (4.7)%                          (86,484)             (70,569)     (22.6)%

    Diluted loss per
     share               (0.88)                          (0.85)                    (3.5)%                            (2.45)               (2.02)     (21.3)%

    Adjusted EBITDA
     (1)                32,378                           25,399                      27.5%                            47,581                44,479         7.0%

    Adjusted net loss
     (1)              (11,607)                        (12,314)                      5.7%                          (40,746)             (24,322)     (67.5)%

    Adjusted diluted
     loss per share
     (1)                (0.33)                          (0.35)                      5.7%                            (1.16)               (0.69)     (68.1)%

    Operating cash
     flow                15,845                           43,623                    (63.7)%                          (35,334)               28,795     (222.7)%

    Capital
     expenditures        11,764                           80,803                    (85.4)%                            24,317               101,866      (76.1)%

    Rent expense         57,224                           51,955                      10.1%                           115,899               103,238        12.3%


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

    Cash                      $97,343                                  $78,879                                       $96,656  23.4% 0.7%

    Undrawn
     borrowing
     capacity
     on
     Revolving
     Credit
     Facility        292,039                     214,129                                260,320                         36.4% 12.2%
                     -------                     -------                                -------

    Total
     liquidity               $389,382                                 $293,008                                      $356,976  32.9% 9.1%
                             ========                                 ========                                      ========

    _____________

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

"This second quarter's financial performance demonstrates the success of the fiscal 2018 improvements with notable accomplishments including OEM cost recoveries and capex deferrals that provide a significant strengthening of our liquidity position, annual EBITDA guidance improvement and positive free cash flow in the quarter," said Jonathan Baliff, President and Chief Executive Officer of Bristow Group. "Our better than expected EBITDA was a result of higher revenue from increased flying activity across all regions, while also benefiting from the operating leverage created by our lower cost hub structure."

BUSINESS AND FINANCIAL HIGHLIGHTS

    --  In light of the better than expected financial performance in the first
        half of fiscal 2018, we are raising our fiscal 2018 adjusted EBITDA
        guidance to $55 million - $85 million from $15 million - $50 million
        provided in August 2017 but retain a cautious outlook for the remainder
        of fiscal 2018 due to the short-term nature and unpredictability of the
        work driving the improved performance in the September 2017 quarter.
    --  We have an agreement with an original equipment manufacturer and a
        letter of understanding with another to recover approximately $130
        million in fiscal 2018 related to ongoing aircraft issues and to defer
        approximately $190 million of aircraft capital expenditures into fiscal
        2020 and beyond.
    --  In early November 2017, we sold Bristow Academy as part of our
        aggressive portfolio management efforts to improve returns, liquidity
        and credit quality.
    --  We had $389.4 million of total liquidity as of September 30, 2017, an
        increase of approximately $96 million in the September 2017 quarter
        primarily due to the funding of our $230 million credit agreement. We
        now expect ending fiscal 2018 liquidity to be in the range of $410
        million to $450 million, an increase of $185 million over our August
        2017 guidance as a result of the agreement and letter of understanding
        we have in place with original equipment manufacturers, and other
        portfolio management efforts.

"Bristow is delivering on our fiscal 2018 priorities of safety improvement, cost efficiencies, portfolio management and increased revenue, and I am incredibly proud of our team members who are delivering safety and efficiency for our clients every day," said Jonathan Baliff. "While we flew safely, flew more, and flew more efficiently in the first half of the fiscal year, the remainder of fiscal 2018 will remain challenging due to continued oversupply of aircraft and less visibility into our clients' demand for aviation services. Our lower cost structure is clearly showing progress, but we must continue to strive to meet the goals of Target Zero safety and our fiscal 2018 priorities as we more effectively compete and ensure our clients' success in the fourth year of this historic oil and gas downturn."

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


                                Three Months Ended
                                   September 30,

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


                                      (in thousands, except percentages)

    Oil and gas services               $243,754                                      $238,233         2.3%

    Fixed wing services     56,721                                   51,972                      9.1%

    U.K. SAR services       56,060                                   50,850                     10.2%

    Corporate and other      1,457                                    2,607                   (44.1)%
                             -----                                    -----

    Total operating revenue            $357,992                                      $343,662         4.2%
                                       ========                                      ========

The year-over-year increase in revenue was primarily driven by an increase in operating revenue for our oil and gas services in our Europe Caspian, Asia Pacific and Americas regions due to an increase in activity as well as an increase in U.K. SAR services revenue due to additional bases coming online in fiscal years 2017 and 2018. Additionally, our fixed wing services in our Asia Pacific, Africa and Europe Caspian regions have contributed to the increase in operating revenue. The activity level increase across our business was driven mostly by short term contracts, ad hoc and increased flying on existing contracts as we are beginning to see stability in certain markets, especially in the North Sea off of Norway and in the shelf in the U.S. Gulf of Mexico. However, these activity levels remain less predictable and may be offset by decreased activity on certain existing contracts over the second half of the fiscal year.

The year-over-year change in net loss and diluted loss per share was primarily driven by higher income tax, rent and interest expense and a higher loss on disposal of assets in the September 2017 quarter. These unfavorable changes were partially offset by higher revenue in the September 2017 quarter discussed above and impairment charges on inventory recorded in the September 2016 quarter that did not recur in the September 2017 quarter.

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

    --  A loss on disposal of assets of $8.5 million ($14.1 million net of tax)
        primarily related to $8.2 million for impairment charges on assets held
        for sale (including $6.5 million impairment related to the Bristow
        Academy disposal group),
    --  Organizational restructuring costs of $2.7 million ($2.2 million net of
        tax) included in direct costs and general and administrative expense,
        which includes severance expense of $2.4 million related to separation
        programs across our global organization designed to increase efficiency
        and reduce costs and other restructuring costs of $0.3 million, and
    --  Tax items of $3.2 million that include non-cash adjustments related to
        the ongoing impact of valuation of deferred tax assets of $2.5 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
        $0.7 million.

The September 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 change in adjusted net loss, diluted loss per share and adjusted EBITDA was primarily driven by the increase in oil and gas, fixed wing and U.K. SAR revenue, and ongoing cost management efforts across our business.

LIQUIDITY AND FINANCIAL FLEXIBILITY

Don Miller, Senior Vice President and Chief Financial Officer, commented, "Our liquidity improved by approximately $96 million to $389.4 million at the end of the September quarter due to the funding of our $230 million credit agreement and the operating cash flow of $15.8 million generated during the quarter. We are raising our expected ending total liquidity as of March 31, 2018 by $185 million to between $410 million and $450 million, as we continue to work with our OEMs to recover costs and minimize our capital expenditures and as we take actions to reduce cost, manage working capital and leverage our existing assets."

"The $130 million cost recovery and deferral of approximately $190 million in oil and gas aircraft capital expenditures into fiscal 2020 and beyond, combined with our focus on addressing our debt maturities, are all part of our commitment to improving liquidity as we navigate through this challenging but somewhat improving market environment."

"We have made significant progress on our four fiscal 2018 priorities of safety improvement; efficiency improvement and cost reductions; optimization of our portfolio and our fleet including reducing or deferring capital expenditures; and revenue growth as we better serve our clients in our Europe and Americas Hubs."


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


    Europe Caspian


                             Three Months Ended
                               September 30,

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


                               (in thousands, except percentages)

     Operating
     revenue                       $196,595                                     $186,098        5.6%

     Operating
     income                          $9,891                                       $5,741       72.3%

     Operating
     margin               5.0%                                    3.1%                   61.3%

    Adjusted
     EBITDA                         $23,950                                      $16,551       44.7%

    Adjusted
     EBITDA
     margin              12.2%                                    8.9%                   37.1%

    Rent
     expense                        $36,851                                      $33,604        9.7%

The increase in operating revenue from the September 2016 quarter to the September 2017 quarter was primarily driven by an increase in Norway primarily due to increases in activity and short-term contracts and an increase from the start-up of U.K. SAR bases since the September 2016 quarter. Partially offsetting these increases was a decrease in U.K. oil and gas revenue. Eastern Airways contributed $30.5 million and $29.8 million in operating revenue and $0.2 million and $0.3 million in adjusted EBITDA for the September 2017 quarter and September 2016 quarter, respectively.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin increased from the September 2016 quarter primarily due to the year-over-year increase in operating revenue, but also due to ongoing cost reduction initiatives and less of a negative impact from foreign currency exchange rate changes. These benefits were partially offset by increased rent expense year-over-year.

A substantial portion of our operations in the Europe Caspian region are contracted in the British pound sterling, which depreciated significantly against the U.S. dollar at the end of the September 2016 quarter as a result of Brexit. We recorded a foreign exchange gain of $1.9 million in the September 2017 quarter and a foreign exchange loss of $1.3 million in the September 2016 quarter from the revaluation of assets and liabilities on British pound sterling functional currency entities as of September 30, 2017 and 2016, respectively, which is recorded in other income (expense), net and included in adjusted EBITDA. Net of the translation and revaluation impacts, adjusted EBITDA was negatively impacted by $0.9 million and $4.7 million resulting from the change in exchange rates during the September 2017 quarter and September 2016 quarter, respectively. A further weakening or strengthening of the British pound sterling could result in additional foreign exchange volatility in future quarters.


    Africa


                  Three Months Ended
                     September 30,

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


                     (in thousands, except percentages)

     Operating
     revenue             $48,627                                      $50,344          (3.4)%

     Operating
     income               $7,835                                       $7,942          (1.3)%

     Operating
     margin    16.1%                                   15.8%                     1.9%

     Adjusted
     EBITDA              $12,617                                      $15,566         (18.9)%

     Adjusted
     EBITDA
     margin    25.9%                                   30.9%                  (16.2)%

     Rent
     expense              $2,176                                       $2,066            5.3%

Operating revenue for Africa decreased in the September 2017 quarter due to an overall decrease in activity driven by the downturn of the oil and gas industry compared to the September 2016 quarter. Activity declined with certain clients and certain contracts ending, reducing revenue, which was only partially offset by an increase in activity with other clients increasing revenue. Additionally, fixed wing services in Africa generated $1.6 million and $0.7 million of operating revenue for the September 2017 quarter and September 2016 quarter, respectively.

Operating income, adjusted EBITDA and adjusted EBITDA margin decreased in the September 2017 quarter primarily due to the decrease in revenue discussed above, partially offset by a decline in direct costs (including a decrease in salaries and benefits). During the September 2017 and September 2016 quarters, we recorded $0.2 million and $4.1 million, respectively, in severance expense resulting from voluntary and involuntary separation programs as part of our organizational restructuring, which is excluded from adjusted EBITDA and adjusted EBITDA margin. The year-over-year devaluation of the Nigerian naira also benefited our results by $1.5 million compared to the September 2016 quarter as expenses denominated in naira translated into less U.S. dollars for reporting purposes.


    Americas


                              Three Months Ended
                                 September 30,

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


                                 (in thousands, except percentages)

    Operating revenue                $60,756                                      $56,800          7.0%

    Earnings from
     unconsolidated
     affiliates                       $2,150                                         $260             *

    Operating income                  $7,483                                       $2,643        183.1%

    Operating margin       12.3%                                    4.7%                  161.7%

    Adjusted EBITDA                  $14,565                                      $10,242         42.2%

    Adjusted EBITDA margin 24.0%                                   18.0%                   33.3%

    Rent expense                      $5,191                                       $5,058          2.6%

    ___________

     * percentage change too large to
      be meaningful or not applicable.

Operating revenue increased in the September 2017 quarter primarily due to an increase in activity in our U.S. Gulf of Mexico oil and gas operations, additional revenue from the search and rescue consortium in the U.S. Gulf of Mexico and additional revenue in Canada, partially offset by a decrease of operating revenue from Brazil due to no aircraft being leased to Líder in the September 2017 quarter.

Earnings from unconsolidated affiliates, net of losses, increased $1.9 million primarily due to an increase in earnings from our investment in Líder in Brazil related to a favorable change in exchange rates which increased our earnings from our investment in Líder by $0.3 million in the September 2017 quarter and decreased our earnings from our investment in Líder by $1.3 million in the September 2016 quarter.

The increases in operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin were driven by the increase in revenue and earnings from unconsolidated affiliates discussed above.


    Asia Pacific


                      Three Months Ended
                         September 30,

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


                         (in thousands, except percentages)

    Operating
     revenue                 $53,990                                        $50,820           6.2%

    Operating
     loss                   $(5,903)                                      $(9,575)         38.3%

    Operating
     margin      (10.9)%                                 (18.8)%                     42.0%

    Adjusted
     EBITDA                   $1,425                                       $(2,363)        160.3%

    Adjusted
     EBITDA
     margin         2.6%                                  (4.6)%                    156.5%

    Rent
     expense                 $10,595                                         $9,272          14.3%

Operating revenue increased in the September 2017 quarter primarily due to an increase from our fixed-wing operations. Airnorth contributed $24.6 million and $21.5 million in operating revenue and $5.6 million and $3.2 million in adjusted EBITDA for the September 2017 quarter and September 2016 quarter, respectively.

Operating income, operating margin, adjusted EBTIDA and adjusted EBITDA margin increased primarily due to the increase in revenue discussed above and decreased maintenance expense.

During the September 2017 and September 2016 quarters, we recorded $1.4 million and $1.8 million in severance expense related to organizational restructuring efforts, respectively. The severance expense is not included in adjusted EBITDA or adjusted EBITDA margin for the September 2017 quarter and September 2016 quarter.


    Corporate and other


                           Three Months Ended
                             September 30,

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


                             (in thousands, except percentages)

     Operating
     revenue                       $1,457                                    $2,641   (44.8)%

     Operating
     loss                       $(23,697)                                $(31,447)    24.6%

     Adjusted
     EBITDA                     $(20,179)                                $(14,597)  (38.2)%

    Rent
     expense                       $2,411                                    $1,955     23.3%

Operating revenue decreased in the September 2017 quarter primarily due to a decrease in part sales and a decline in Bristow Academy revenue.

Operating loss was reduced from the September 2016 quarter as a result of reduced organizational restructuring cost and the inclusion of $7.6 million of inventory impairment charges in the September 2016 quarter. Adjusted EBITDA decreased primarily due to foreign currency transaction losses of $1.2 million recorded in the September 2017 quarter versus foreign currency transaction gains of $2.8 million in the September 2016 quarter.

During the September 2017 and September 2016 quarters, we recorded $1.1 million and $3.8 million related to organizational restructuring costs, respectively, which along with the $7.6 million of inventory impairment charges in the September 2016 quarter, are excluded from adjusted EBITDA.

GUIDANCE

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

BRISTOW ACADEMY SALE

On November 1, 2017, we sold our 100% interest in Bristow Academy, as we continue to execute on our priority to optimize our business portfolio to improve its competitive position during the market downturn. The sales price will be a minimum of $1.5 million to be received over a maximum of four years with potential additional consideration based on Bristow Academy's financial performance.

The sale includes Bristow Academy's entire operation, including training facilities, helicopters and related personnel, at Titusville, Florida, and Minden, Nevada. The sale does not impact recurrent training of Bristow flight crews for ongoing commercial operations. Initial type rating and recurrent pilot training for commercial operations will continue at Bristow's flight-simulator training facilities located in Aberdeen, Scotland, and New Iberia, Louisiana, supplemented with the use of other globally located training centers.

The sale of this non-core business resulted in an impairment of assets of $6.5 million, included in loss on disposal of assets on our condensed consolidated statement of operations, for the three and six months ended September 30, 2017.

With the completion of this sale and similar dispositions of non-core assets in prior fiscal years, we have streamlined our business to focus on our core oil and gas, SAR and fixed wing businesses globally. No significant non-core assets outside of these key areas of concentration remain upon completion of this sale.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Thursday, November 9, 2017 to review financial results for the fiscal year 2018 second quarter ended September 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 Second 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

Via Telephone outside the U.S.:

    --  Live: Dial 1-412-902-0030

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, original equipment manufacturer recoveries, 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 quarterly report on Form 10-Q for the quarter ended June 30, 2017 and 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.

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                                      Six Months Ended
                                            September 30,                                      September 30,

                                      2017                    2016                     2017                      2016
                                      ----                    ----                     ----                      ----



    Gross revenue:

    Operating revenue from non-
     affiliates                             $340,593                                          $325,315                   $662,711      $663,990

    Operating revenue from
     affiliates                     17,399                             18,347                                 35,010        35,856

    Reimbursable revenue from
     non-affiliates                 15,684                             13,805                                 28,064        27,019
                                    ------                             ------                                 ------        ------

                                   373,676                            357,467                                725,785       726,865

    Operating expense:

    Direct cost                    284,713                            281,630                                570,264       571,173

    Reimbursable expense            15,414                             13,276                                 27,640        25,890

    Depreciation and amortization   31,381                             28,592                                 62,437        63,286

    General and administrative      48,622                             51,274                                 95,329       103,869
                                    ------                             ------                                 ------       -------

                                   380,130                            374,772                                755,670       764,218


    Loss on impairment                   -                           (7,572)                               (1,192)      (7,572)

    Loss on disposal of assets     (8,526)                           (2,186)                               (7,827)     (12,203)

    Earnings from unconsolidated
     affiliates, net of losses       2,063                                181                                  1,398         4,011
                                     -----                                ---                                  -----         -----

    Operating loss                (12,917)                          (26,882)                               (37,506)     (53,117)


    Interest expense, net         (18,563)                          (11,468)                               (34,584)     (22,354)

    Other income (expense), net      2,558                              3,003                                    913       (3,186)
                                     -----                              -----                                    ---        ------

    Loss before provision for
     income taxes                 (28,922)                          (35,347)                               (71,177)     (78,657)

    Benefit (provision) for
     income taxes                  (2,474)                             5,240                               (15,965)        7,478
                                    ------                              -----                                -------         -----

    Net loss                      (31,396)                          (30,107)                               (87,142)     (71,179)

    Net loss attributable to
     noncontrolling interests          187                                310                                    658           610

    Net loss attributable to
     Bristow Group                         $(31,209)                                        $(29,797)                 $(86,484)    $(70,569)
                                            ========                                          ========                   ========      ========


    Loss per common share:

    Basic                                    $(0.88)                                          $(0.85)                   $(2.45)      $(2.02)

    Diluted                                  $(0.88)                                          $(0.85)                   $(2.45)      $(2.02)


    Non-GAAP measures:

    Adjusted EBITDA                          $32,378                                           $25,399                    $47,581       $44,479

    Adjusted EBITDA margin            9.0%                              7.4%                                  6.8%         6.4%

    Adjusted net loss                      $(11,607)                                        $(12,314)                 $(40,746)    $(24,322)

    Adjusted diluted loss per
     share                                   $(0.33)                                          $(0.35)                   $(1.16)      $(0.69)


                                                  BRISTOW GROUP INC. AND SUBSIDIARIES

                                                      CONSOLIDATED BALANCE SHEETS

                                                            (In thousands)

                                                              (Unaudited)


                                                            September 30,                        March 31,
                                                                     2017                                 2017
                                                                     ----                                 ----

                           ASSETS

    Current assets:

    Cash and cash equivalents                                                   $97,343                             $96,656

    Accounts receivable from non-
     affiliates                                                   225,940                                198,129

    Accounts receivable from affiliates                            11,932                                  8,786

    Inventories                                                   131,616                                124,911

    Assets held for sale                                           34,934                                 38,246

    Prepaid expenses and other current
     assets                                                        44,089                                 41,143
                                                                   ------                                 ------

    Total current assets                                          545,854                                507,871

    Investment in unconsolidated
     affiliates                                                   211,499                                210,162

    Property and equipment - at cost:

    Land and buildings                                            243,355                                231,448

    Aircraft and equipment                                      2,617,835                              2,622,701
                                                                ---------                              ---------

                                                                2,861,190                              2,854,149

    Less - Accumulated depreciation and
     amortization                                               (664,450)                             (599,785)
                                                                 --------                               --------

                                                                2,196,740                              2,254,364

    Goodwill                                                       20,364                                 19,798

    Other assets                                                  114,066                                121,652
                                                                  -------                                -------

    Total assets                                                             $3,088,523                          $3,113,847
                                                                             ==========                          ==========


                           LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' INVESTMENT

    Current liabilities:

    Accounts payable                                                            $97,762                             $98,215

    Accrued wages, benefits and related
     taxes                                                         51,390                                 59,077

    Income taxes payable                                           14,064                                 15,145

    Other accrued taxes                                             9,610                                  9,611

    Deferred revenue                                               21,889                                 19,911

    Accrued maintenance and repairs                                29,651                                 22,914

    Accrued interest                                               12,456                                 12,909

    Other accrued liabilities                                      55,837                                 46,679

    Deferred taxes                                                      -                                   830

    Short-term borrowings and current
     maturities of long-term debt                                 113,519                                131,063
                                                                  -------                                -------

    Total current liabilities                                     406,178                                416,354

    Long-term debt, less current
     maturities                                                 1,198,587                              1,150,956

    Accrued pension liabilities                                    57,928                                 61,647

    Other liabilities and deferred
     credits                                                       31,873                                 28,899

    Deferred taxes                                                154,927                                154,873

    Redeemable noncontrolling interest                              6,002                                  6,886


    Stockholders' investment:

    Common stock                                                      381                                    379

    Additional paid-in capital                                    815,990                                809,995

    Retained earnings                                             902,957                                991,906

    Accumulated other comprehensive loss                        (307,279)                             (328,277)

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

    Total Bristow Group stockholders'
     investment                                                 1,227,253                              1,289,207

    Noncontrolling interests                                        5,775                                  5,025
                                                                    -----                                  -----

    Total stockholders' investment                              1,233,028                              1,294,232
                                                                ---------                              ---------

    Total liabilities, redeemable
     noncontrolling interest and
     stockholders' investment                                                $3,088,523                          $3,113,847
                                                                             ==========                          ==========


                                           BRISTOW GROUP INC. AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     (In thousands)

                                                       (Unaudited)


                                                                      Six Months Ended
                                                                      September 30,

                                                              2017                         2016
                                                              ----                         ----

    Cash flows from operating activities:

    Net loss                                                         $(87,142)                    $(71,179)

    Adjustments to reconcile net loss to
     net cash provided by (used in)
     operating activities:

    Depreciation and amortization                           62,437                         63,286

    Deferred income taxes                                    1,197                       (20,060)

    Write-off of deferred financing fees                       621                              -

    Discount amortization on long-term
     debt                                                      101                            989

    Loss on disposal of assets                               7,827                         12,203

    Loss on impairment                                       1,192                          7,572

    Stock-based compensation                                 6,542                          6,244

    Equity in earnings from
     unconsolidated affiliates in excess
     of dividends received                                 (1,190)                       (3,528)

    Increase (decrease) in cash resulting
     from changes in:

    Accounts receivable                                   (25,222)                        24,395

    Inventories                                            (1,848)                         (797)

    Prepaid expenses and other assets                        7,320                        (4,910)

    Accounts payable                                       (4,581)                        18,169

    Accrued liabilities                                    (2,635)                         1,939

    Other liabilities and deferred
     credits                                                    47                        (5,528)
                                                               ---                         ------

    Net cash provided by (used in)
     operating activities                                 (35,334)                        28,795

    Cash flows from investing activities:

    Capital expenditures                                  (24,317)                     (101,866)

    Proceeds from asset dispositions                        42,244                         11,819

    Net cash provided by (used in)
     investing activities                                   17,927                       (90,047)

    Cash flows from financing activities:

    Proceeds from borrowings                               338,018                        195,954

    Debt issuance costs                                    (6,695)                       (2,925)

    Repayment of debt                                    (318,130)                     (120,966)

    Partial prepayment of put/call
     obligation                                               (23)                          (25)

    Payment of contingent consideration                          -                      (10,000)

    Common stock dividends paid                            (2,465)                       (4,910)

    Repurchases for tax withholdings on
     vesting of equity awards                                (548)                         (757)
                                                              ----                           ----

    Net cash provided by financing
     activities                                             10,157                         56,371

    Effect of exchange rate changes on
     cash and cash equivalents                               7,937                          1,239
                                                             -----                          -----

    Net increase (decrease) in cash and
     cash equivalents                                          687                        (3,642)

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

    Cash and cash equivalents at end of
     period                                                            $97,343                      $100,668
                                                                       =======                      ========


                                                                         BRISTOW GROUP INC. AND SUBSIDIARIES

                                                                               SELECTED OPERATING DATA

                                                                 (In thousands, except flight hours and percentages)

                                                                                     (Unaudited)


                                                           Three Months Ended                                       Six Months Ended
                                                            September 30,                                      September 30,

                                                    2017                     2016                      2017                      2016
                                                    ----                     ----                      ----                      ----

    Flight hours (excluding Bristow Academy and
     unconsolidated affiliates):

    Europe Caspian                                23,706                               22,638                                 45,853        44,782

    Africa                                         7,621                                7,652                                 15,144        15,724

    Americas                                       8,164                                5,957                                 15,856        12,167

    Asia Pacific                                   6,958                                6,357                                 13,319        13,068

    Consolidated                                  46,449                               42,604                                 90,172        85,741
                                                  ======                               ======                                 ======        ======

    Operating revenue:

    Europe Caspian                                         $196,595                                           $186,098                   $381,073      $375,226

    Africa                                        48,627                               50,344                                 98,608       103,468

    Americas                                      60,756                               56,800                                118,539       115,554

    Asia Pacific                                  53,990                               50,820                                103,117       106,052

    Corporate and other                            1,457                                2,641                                  3,169         5,818

    Intra-region eliminations                    (3,433)                             (3,041)                               (6,785)      (6,272)

    Consolidated                                           $357,992                                           $343,662                   $697,721      $699,846
                                                           ========                                           ========                   ========      ========

    Consolidated operating loss:

    Europe Caspian                                           $9,891                                             $5,741                    $14,298       $18,771

    Africa                                         7,835                                7,942                                 17,883         9,513

    Americas                                       7,483                                2,643                                  6,227         3,564

    Asia Pacific                                 (5,903)                             (9,575)                              (18,433)     (15,468)

    Corporate and other                         (23,697)                            (31,447)                              (49,654)     (57,294)

    Loss on disposal of assets                   (8,526)                             (2,186)                               (7,827)     (12,203)

    Consolidated                                          $(12,917)                                         $(26,882)                 $(37,506)    $(53,117)
                                                           ========                                           ========                   ========      ========

    Operating margin:

    Europe Caspian                                  5.0%                                3.1%                                  3.8%         5.0%

    Africa                                         16.1%                               15.8%                                 18.1%         9.2%

    Americas                                       12.3%                                4.7%                                  5.3%         3.1%

    Asia Pacific                                 (10.9)%                             (18.8)%                               (17.9)%      (14.6)%

    Consolidated                                  (3.6)%                              (7.8)%                                (5.4)%       (7.6)%

    Adjusted EBITDA:

    Europe Caspian                                          $23,950                                            $16,551                    $40,102       $34,150

    Africa                                        12,617                               15,566                                 26,000        22,338

    Americas                                      14,565                               10,242                                 20,741        24,278

    Asia Pacific                                   1,425                              (2,363)                               (4,295)      (5,486)

    Corporate and other                         (20,179)                            (14,597)                              (34,967)     (30,801)

    Consolidated                                            $32,378                                            $25,399                    $47,581       $44,479
                                                            =======                                            =======                    =======       =======

    Adjusted EBITDA margin:

    Europe Caspian                                 12.2%                                8.9%                                 10.5%         9.1%

    Africa                                         25.9%                               30.9%                                 26.4%        21.6%

    Americas                                       24.0%                               18.0%                                 17.5%        21.0%

    Asia Pacific                                    2.6%                              (4.6)%                                (4.2)%       (5.2)%

    Consolidated                                    9.0%                                7.4%                                  6.8%         6.4%



                                                         Three Months Ended                                  Six Months Ended
                                                            September 30,                                      September 30,

                                                    2017                     2016                      2017                      2016
                                                    ----                     ----                      ----                      ----

    Depreciation and amortization:

    Europe Caspian                                          $12,196                                            $11,220                    $24,018       $22,409

    Africa                                         3,590                                3,220                                  6,666         8,673

    Americas                                       6,998                                7,228                                 13,997        18,609

    Asia Pacific                                   5,058                                4,377                                 10,868         8,613

    Corporate and other                            3,539                                2,547                                  6,888         4,982

    Consolidated                                            $31,381                                            $28,592                    $62,437       $63,286
                                                            =======                                            =======                    =======       =======

    Rent expense:

    Europe Caspian                                          $36,851                                            $33,604                    $73,304       $65,892

    Africa                                         2,176                                2,066                                  4,376         4,334

    Americas                                       5,191                                5,058                                 12,185        10,620

    Asia Pacific                                  10,595                                9,272                                 21,549        18,556

    Corporate and other                            2,411                                1,955                                  4,485         3,836
                                                   -----                                -----                                  -----         -----

    Consolidated                                            $57,224                                            $51,955                   $115,899      $103,238
                                                            =======                                            =======                   ========      ========


                                                                                                    BRISTOW GROUP INC. AND SUBSIDIARIES

                                                                                                               AIRCRAFT COUNT

                                                                                                          As of September 30, 2017

                                                                                                                (Unaudited)


                        Percentage                             Aircraft in Consolidated Fleet
                        of Current
                          Period
                        Operating
                          Revenue
                          -------

                                       Helicopters                Fixed                                  Unconsolidated
                                                                   Wing                                  Affiliates (3)
                                                                   ----                                  -------------

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

    Europe Caspian             54%                          -                          16                          80                       -     32       128       -     128

    Africa                     14%                          9                           32                           5                       -      5        51      48       99

    Americas                   17%                         14                           42                          16                       -      -       72      68      140

    Asia Pacific               15%                          -                          10                          23                       -     14        47       -      47

    Corporate and other          - %                        -                           -                          -                     45       1        46       -      46
                               --- ---                    ---                         ---                        ---                    ---     ---       ---     ---     ---

    Total                     100%                         23                          100                         124                      45      52       344     116      460
                               ===                         ===                          ===                         ===                     ===     ===       ===     ===      ===

    Aircraft not
     currently in
     fleet: (4)

    On order                                            -                             -                         27                       -      -       27

    Under option                                        -                             -                          4                       -      -        4

    _________

    (1)             Eastern Airways operates a
                    total of 32 fixed wing
                    aircraft in the Europe Caspian
                    region and provides technical
                    support for three 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 15 aircraft held for
                    sale and 120 leased aircraft
                    as follows:

                          Held for Sale Aircraft in Consolidated Fleet

                                Helicopters

                 Small               Medium              Large         Training(7)   Fixed       Total
                                                                                      Wing
                                                                                      ----

    Europe
     Caspian            -                          2                              -          -          -     2

    Africa              -                          5                              -          -          -     5

    Americas            -                          5                              -          -          -     5

    Asia Pacific        -                          -                             -          -          1      1

    Corporate
     and other          -                          -                             -          2           -     2

    Total               -                         12                              -          2           1     15
                      ===                        ===                            ===        ===         ===    ===


                          Leased Aircraft in Consolidated Fleet

                             Helicopters

                 Small               Medium              Large          Training     Fixed       Total
                                                                                      Wing
                                                                                      ----

    Europe
     Caspian            -                          6                             41           -         14     61

    Africa              -                          1                              2           -          2      5

    Americas            1                          14                              6           -          -    21

    Asia Pacific        -                          3                              9           -          4     16

    Corporate
     and other          -                          -                             -         17           -    17

    Total               1                          24                             58          17          20    120
                      ===                         ===                            ===         ===         ===    ===


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

    (4)             The 116 aircraft operated by our
                    unconsolidated affiliates do not
                    include those aircraft leased from
                    us. Includes 44 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
                    41 helicopters and seven fixed wing
                    aircraft owned by Petroleum Air
                    Services ("PAS"), our unconsolidated
                    affiliate in Egypt included in the
                    Africa region.

    (5)             The aircraft presented for Corporate
                    and other represent the aircraft
                    operated by Bristow Academy as of
                    September 30, 2017. On November 1,
                    2017, we sold Bristow Academy
                    including all of their aircraft.

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

    (7)             This table does not include the
                    Bristow Academy aircraft as held for
                    sale which are part of the Bristow
                    Academy disposal group.


                      BRISTOW GROUP INC. AND SUBSIDIARIES

                                 FY18 GUIDANCE


                  FY18 guidance as of September 30, 2017 (1)

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

    Oil and
     gas              ~$875M - $975M 4                ~$0 - $20M 4    ~$150M - $160M 4
                                                    ------------      ------------

    U.K.
     SAR               ~$215M - $230M                ~$45M - $55M 4     ~$45M - $50M
                       --------------                --------------     ------------

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

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

    Total              ~$1.3B - $1.4B                ~$55M - $85M 4   ~$220M - $225M 4
    -----              --------------                --------------   ----------------


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

     Depreciation
     expense           ~$120M - $130M
     ------------      --------------

    Total
     aircraft
     rent
     4, 5              ~$195M - $200M
    ---------          --------------

    Total
     non-
     aircraft
     rent 5             ~$25M - $30M
    ---------           ------------

     Interest
     expense
     4                  ~$60M - $70M
     --------           ------------

    Non-
     aircraft
     capex
     4                 ~$40M annually
    ---------          --------------

    __________

    (1)             FY18 guidance assumes FX rates as of
                    September 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 provided in August
                    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                                      Six Months Ended
                                                                          September 30,                                     September 30,

                                                                  2017                      2016                    2017                      2016
                                                                  ----                      ----                    ----                      ----


                                                                                           (In thousands, except
                                                                                            per share amounts)

    Net loss                                                             $(31,396)                                       $(30,107)                                         $(87,142)                                      $(71,179)

    Loss on disposal of assets                                   8,526                               2,186                                  7,827                                12,203

    Special items                                                2,676                              18,265                                 13,542                                24,824

    Depreciation and amortization                               31,381                              28,592                                 62,437                                63,286

    Interest expense                                            18,717                              11,703                                 34,952                                22,823

    Provision (benefit) for income taxes                         2,474                             (5,240)                                 15,965                               (7,478)

    Adjusted EBITDA                                                        $32,378                                          $25,399                                            $47,581                                         $44,479
                                                                           =======                                          =======                                            =======                                         =======


    (Provision) benefit for income taxes                                  $(2,474)                                          $5,240                                          $(15,965)                                         $7,478

    Tax expense (benefit) on loss on
     disposal of assets                                          5,618                               (699)                                10,191                               (3,905)

    Tax provision on special items                               2,782                             (3,554)                                 14,178                                 4,972

    Adjusted benefit for income taxes                                       $5,926                                             $987                                             $8,404                                          $8,545
                                                                            ======                                             ====                                             ======                                          ======


    Effective tax rate (1)                                      (8.6)%                              14.8%                               (22.4)%                                 9.5%

    Adjusted effective tax rate (1)                              33.4%                               7.3%                                 16.9%                                25.5%


    Net loss attributable to Bristow
     Group                                                               $(31,209)                                       $(29,797)                                         $(86,484)                                      $(70,569)

    Loss on disposal of assets                                  14,144                               1,487                                 18,018                                 8,298

    Special items                                                5,458                              15,996                                 27,720                                37,949

    Adjusted net loss                                                    $(11,607)                                       $(12,314)                                         $(40,746)                                      $(24,322)
                                                                          ========                                         ========                                           ========                                        ========


    Diluted loss per share                                                 $(0.88)                                         $(0.85)                                           $(2.45)                                        $(2.02)

    Loss on disposal of assets                                    0.40                                0.04                                   0.51                                  0.24

    Special items                                                 0.15                                0.46                                   0.79                                  1.08

    Adjusted diluted loss per share                             (0.33)                             (0.35)                                (1.16)                               (0.69)

    __________

    (1)             Effective tax rate is
                    calculated by dividing
                    benefit (provision) for
                    income tax by pretax net
                    loss. Adjusted effective
                    tax rate is calculated by
                    dividing adjusted benefit
                    (provision) for income tax
                    by adjusted pretax net
                    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
                                                      September 30, 2017

                                   Adjusted                Adjusted              Adjusted
                                    EBITDA                 Net Loss               Diluted
                                                                                   Loss
                                                                                    Per
                                                                                   Share
                                                                                   -----


                                        (In thousands, except per share amounts)

    Organizational
     restructuring costs
     (1)                                       $(2,676)                                    $(2,237)          (0.06)

    Tax items (2)                          -                             (3,221)                      (0.09)

    Total special items                         $(2,676)                                    $(5,458)          (0.15)
                                                 =======                                      =======



                                                   Three Months Ended
                                                   September 30, 2016

                          Adjusted             Adjusted                Adjusted
                            EBITDA             Net Loss                 Diluted
                                                                          Loss
                                                                          Per
                                                                         Share
                                                                         -----


                                        (In thousands, except per share amounts)

    Organizational
     restructuring costs
     (1)                                      $(10,693)                                    $(7,296)          (0.21)

    Additional
     depreciation expense
     resulting from fleet
     changes (3)                           -                               (871)                      (0.02)

    Inventory impairment             (7,572)                             (5,344)                      (0.15)

    Tax valuation
     allowances (2)                        -                             (2,485)                      (0.07)
                                         ---                              ------

    Total special items                        $(18,265)                                   $(15,996)          (0.46)
                                                ========                                     ========



                                                    Six Months Ended
                                                   September 30, 2017

                                   Adjusted                Adjusted              Adjusted
                                    EBITDA                 Net Loss               Diluted
                                                                                   Loss
                                                                                    Per
                                                                                   Share
                                                                                   -----


                                        (In thousands, except per share amounts)

    Organizational
     restructuring costs
     (1)                                      $(12,350)                                    $(8,838)          (0.25)

    Tax items (2)                          -                            (18,107)                      (0.51)

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

    Total special items                        $(13,542)                                   $(27,720)          (0.79)
                                                ========                                     ========



                                                    Six Months Ended
                                                   September 30, 2016

                                   Adjusted                Adjusted              Adjusted
                                    EBITDA                 Net Loss               Diluted
                                                                                   Loss
                                                                                    Per
                                                                                   Share
                                                                                   -----


                                        (In thousands, except per share amounts)

    Organizational
     restructuring costs
     (1)                                      $(17,252)                                   $(11,588)          (0.33)

    Additional
     depreciation expense
     resulting from fleet
     changes (3)                           -                             (5,361)                      (0.15)

    Inventory impairment             (7,572)                             (5,344)                      (0.15)

    Tax valuation
     allowances (2)                        -                            (15,656)                      (0.45)

    Total special items                        $(24,824)                                   $(37,949)          (1.08)
                                                ========                                     ========

    __________

    (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 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.