Bristow Group Reports Third Quarter Fiscal Year 2018 Results

HOUSTON, Feb. 8, 2018 /PRNewswire/ -- Bristow Group Inc. (NYSE: BRS) today reported the following results for the three and nine months ended December 31, 2017. All amounts shown are dollar amounts in thousands unless otherwise noted:


                                Three Months Ended                                                  Nine Months Ended
                                   December 31,                                                        December 31,

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

    Operating revenue           $345,528                                  $324,353                       6.5%                        $1,043,249               $1,024,199 1.9%

    Net loss
     attributable to
     Bristow Group      (8,273)                        (21,927)                      62.3%                      (94,757)             (92,496)      (2.4)%

    Diluted loss per
     share               (0.23)                          (0.62)                      62.9%                        (2.69)               (2.64)      (1.9)%

    Adjusted EBITDA
     (1)                34,964                           22,918                       52.6%                        82,545                67,397        22.5%

    Adjusted net loss
     (1)              (18,450)                        (10,121)                     (82.3)                      (59,198)             (34,415)     (72.0)%

                                                                                             %

    Adjusted diluted
     loss per share
     (1)                (0.52)                          (0.29)                     (79.3)                        (1.68)               (0.98)     (71.4)%

                                                                                             %

    Operating cash
     flow                26,027                         (42,893)                          *                       (9,307)             (14,098)       34.0%

    Capital
     expenditures        12,124                           17,860                      (32.1)                        36,441               119,726      (69.6)%

                                                                                             %

    Rent expense         42,620                           53,652                      (20.6)                       158,519               156,890         1.0%

                                                                                             %


               December 31,          September 30,   March 31,                 % Change                      % Change
                       2017                                2017
                                             2017                       September 30, 2017              March 31, 2017

                                                                         to December 31, 2017            to December 31, 2017
                                                                         --------------------           --------------------

    Cash                    $117,848                   $97,343                                 $96,656                        21.1%       21.9%

    Undrawn
     borrowing
     capacity
     on
     Revolving
     Credit
     Facility       387,584                  292,039            260,320                           32.7%                             48.9%
                    -------                  -------            -------

    Total
     liquidity              $505,432                  $389,382                                $356,976                        29.8%       41.6%
                            ========                  ========                                ========


    ______________

    *               percentage change too large to be
                    meaningful or not applicable

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

"Our third quarter results continue to demonstrate the success of the new Bristow in the face of ongoing industry challenges," said Jonathan Baliff, President and Chief Executive Officer of Bristow Group. "Our adjusted EBITDA was better than expected in the third quarter led by higher revenue from increased flying activity across several regions, while also benefiting from the operating leverage created by our lower cost hub structure. In addition, the third quarter benefited significantly from OEM cost recoveries, which, when coupled with capex deferrals, revenue improvement and cost control measures, delivered a significant increase in cash and liquidity."

BUSINESS AND FINANCIAL HIGHLIGHTS

    --  Our operating revenue showed continued improvement year-over-year as all
        U.K. SAR bases are fully online, fixed wing services were accretive, and
        oil and gas service activity benefited from short-term activity in the
        North Sea off Norway and in the U.S. Gulf of Mexico. In addition, during
        the December 2017 quarter, we recovered $125 million in OEM costs
        resulting in a $13.1 million reduction in rent expense (included in
        direct cost) and a corresponding increase in adjusted EBITDA.
    --  We are raising our fiscal 2018 adjusted EBITDA guidance to $100 million
        - $115 million from $55 million - $85 million provided in November 2017,
        as a result of better than expected operational and financial
        performance including OEM cost recoveries.
    --  We had $505.4 million of total liquidity as of December 31, 2017, an
        increase of $116 million or 30% in the December 2017 quarter; we are
        raising our liquidity guidance as of March 31, 2018 to a range of $450
        million to $480 million, an increase of approximately $40 million over
        our November 2017 guidance, primarily due to the issuance of $143.8
        million of 4½% Convertible Senior Notes due 2023, net of amounts used
        to pay down existing bank debt.

"I am incredibly proud of our team members who are delivering on our fiscal 2018 priorities of safety improvement, cost efficiencies, portfolio management and increased revenue," said Jonathan Baliff. "While the third quarter results tangibly demonstrate efforts like the OEM cost recoveries, the remainder of fiscal 2018 will remain challenging due to continued oversupply of aircraft and limited visibility into our clients' demand for aviation services. Our lower cost structure works for our clients, but we must continue to improve Target Zero safety as we successfully compete in a short cycle market that will likely continue into fiscal 2019."

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


                          Three Months Ended
                             December 31,

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


                        (in thousands, except percentages)

    Oil and gas
     services               $236,655                         $232,287         1.9%

    Fixed wing
     services     52,476                           44,811               17.1%

    U.K. SAR
     services     55,659                           45,193               23.2%

    Corporate and
     other           738                            2,062             (64.2)%
                     ---                            -----

    Total
     operating
     revenue                $345,528                         $324,353         6.5%
                            ========                         ========

The year-over-year increase in revenue was primarily driven by an increase in U.K. SAR services revenue due to additional bases coming online in fiscal years 2017 and 2018, an increase in our fixed wing services in our Europe Caspian, Asia Pacific and Africa regions and an increase in operating revenue for our oil and gas services primarily in our Americas and Europe Caspian regions due to an increase in activity. The activity level increase across our business was driven mostly by short term contracts, ad hoc and increased flying on existing contracts as we continue to see some stability in certain markets, especially in Norway and in the U.S. Gulf of Mexico.

The year-over-year change in net loss and diluted loss per share was primarily driven by one-time income tax benefits, higher revenue in the December 2017 quarter as discussed above, lower rent expense resulting from OEM cost recoveries in the December 2017 quarter and impairment charges on goodwill recorded in the December 2016 quarter that did not recur in the December 2017 quarter. These favorable changes were partially offset by higher interest expense and a higher loss on disposal of assets in the December 2017 quarter.

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

    --  Organizational restructuring costs of $2.8 million ($2.5 million net of
        tax), or $0.07 per share, included in direct cost and general and
        administrative expense, resulting from separation programs across our
        global organization designed to increase efficiency and reduce costs,
        and
    --  A non-cash benefit from tax items of $15.1 million, or $0.42 per share,
        including a $75.6 million benefit related to the revaluation of net
        deferred tax liabilities to a lower tax rate resulting from the
        enactment of the Tax Cuts and Jobs Act (the "Act") in December 2017 and
        ongoing impact of valuation of deferred tax assets and recent financings
        of $1.0 million, partially offset by the impact of deemed repatriation
        of foreign earnings under the Act of $61.5 million.

Additionally, we had a loss on disposal of assets of $4.6 million ($2.5 million net of tax), or $0.07 per share, during the December 2017 quarter primarily related to a loss of $3.0 million from the sale or disposal of aircraft and other equipment.

Excluding the effect of special items and the loss on disposal of assets, the year-over-year change in adjusted net loss and adjusted diluted loss per share is primarily driven by an adjusted income tax expense in the December 2017 quarter compared to an adjusted income tax benefit in the December 2016 quarter and an increase in interest expense, partially offset by the increase in U.K. SAR, fixed wing services and oil and gas services revenue and the benefit from the OEM cost recoveries discussed above. The year-over-year change in adjusted EBITDA was primarily driven by the same increase in revenue and benefit from OEM cost recoveries.

The December 2016 quarter was also impacted by special items as reflected in the table at the end of this release.

LIQUIDITY AND FINANCIAL FLEXIBILITY

Don Miller, Senior Vice President and Chief Financial Officer, commented, "Our liquidity improved significantly by $116 million or 30% to $505.4 million at the end of the December 2017 quarter primarily due to the recovery of OEM costs and the issuance of $143.8 million of our convertible senior notes. In addition, we paid down $135.4 million of our bank term loans and ended the quarter with $400 million available under our revolver, before $12 million in letters of credit. We are raising our liquidity guidance as of March 31, 2018 to a range of $450 million to $480 million from $410 million to $450 million provided in November 2017 as we take actions to improve revenue, reduce cost, manage working capital and leverage our existing assets."


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


    Europe Caspian


                                Three Months Ended
                                   December 31,

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


                           (in thousands, except percentages)

     Operating
     revenue                     $189,910                                 $172,844            9.9%

     Operating
     income                        $5,312                                   $(303)              *

     Operating
     margin              2.8%                             (0.2)%                         *

     Adjusted
     EBITDA                       $18,614                                   $9,123          104.0%

     Adjusted
     EBITDA
     margin              9.8%                               5.3%                   84.9%

    Rent
     expense                      $29,499                                  $34,115         (13.5)%


    _____________

    *            percentage change too large to
                 be meaningful or not
                 applicable

The increase in operating revenue from the December 2016 quarter to the December 2017 quarter was primarily driven by an increase from the start-up of U.K. SAR bases since the December 2016 quarter, an increase in Norway primarily due to increases in activity and short-term contracts and an increase in fixed wing revenue. Partially offsetting these increases was a decrease in U.K. oil and gas revenue. Eastern Airways contributed $29.5 million and $25.1 million in operating revenue for the December 2017 quarter and December 2016 quarter, respectively.

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 in the December 2016 quarter as a result of Brexit. As a result of the changes in the British pound sterling, adjusted EBITDA was favorably impacted from foreign exchange changes of $0.7 million during the December 2017 quarter compared to an unfavorable impact of $11.3 million during the December 2016 quarter.

During the December 2017 quarter, we recorded a benefit to rent expense within our Europe Caspian region results of $7.1 million related to the OEM cost recoveries. Additionally, during the December 2016 quarter, we recorded an impairment of $8.7 million for the remaining goodwill related to Eastern Airways, which contributed to the operating loss in the December 2016 quarter, but was adjusted for in our calculation of adjusted EBITDA.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin increased in the December 2017 quarter primarily due an increase in operating revenue as a result of increased activity, the benefit to rent expense in the December 2017 quarter related to the OEM cost recoveries and favorable impacts from changes in foreign currency exchange rates, with operating income and operating margin also improving due to the goodwill impairment in the December 2016 quarter. These benefits were partially offset by increased salaries and benefits and maintenance expense year-over-year due to the increase in activity. Eastern Airways contributed a negative $4.1 million and a negative $2.1 million in adjusted EBITDA for the December 2017 quarter and December 2016 quarter, respectively.


    Africa


                  Three Months Ended
                     December 31,

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


                   (in thousands, except percentages)

     Operating
     revenue            $47,915                                   $49,587          (3.4)%

     Operating
     income             $10,470                                   $10,441            0.3%

     Operating
     margin    21.9%                               21.1%                     3.8%

     Adjusted
     EBITDA             $14,206                                   $17,012         (16.5)%

     Adjusted
     EBITDA
     margin    29.6%                               34.3%                  (13.7)%

     Rent
     expense             $2,048                                    $1,767           15.9%

Operating revenue for Africa decreased in the December 2017 quarter due to an overall decrease in activity compared to the December 2016 quarter. Activity declined with certain clients and certain contracts ended, which was only partially offset by an increase in activity with other clients. Additionally, fixed wing services in Africa generated $2.0 million and $1.0 million of operating revenue for the December 2017 quarter and December 2016 quarter, respectively.

Operating income remained flat while adjusted EBITDA and adjusted EBITDA margin decreased in the December 2017 quarter primarily due to the impact of changes in foreign currency exchange rates, which negatively impacted adjusted EBITDA by $2.2 million compared to the December 2016 quarter.


    Americas


                        Three Months Ended
                           December 31,

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


                       (in thousands, except percentages)

     Operating
     revenue                 $60,345                                 $53,024         13.8%

     Earnings
     from
     unconsolidated
     affiliates               $2,097                                    $831        152.3%

     Operating
     income                   $5,308                                  $2,226        138.5%

     Operating
     margin          8.8%                              4.2%                  109.5%

     Adjusted
     EBITDA                  $12,689                                 $10,039         26.4%

     Adjusted
     EBITDA
     margin         21.0%                             18.9%                   11.1%

    Rent
     expense                  $6,295                                  $5,638         11.7%

Operating revenue increased in the December 2017 quarter primarily due to an increase in activity from our U.S. Gulf of Mexico oil and gas operations and additional revenue from the search and rescue consortium in the U.S. Gulf of Mexico, partially offset by a decrease in operating revenue in Trinidad and Brazil due to lower activity.

Earnings from unconsolidated affiliates, net of losses, increased $1.3 million primarily due to an increase in earnings from our investment in Líder in Brazil due to reduced salaries and benefits and less of an unfavorable change in exchange rates which decreased our earnings from our investment in Líder by $0.8 million in the December 2017 quarter and decreased our earnings from our investment in Líder by $1.2 million in the December 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, partially offset by an increase in rent expense.


    Asia Pacific


                     Three Months Ended
                        December 31,

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


                      (in thousands, except percentages)

     Operating
     revenue               $50,248                                     $49,092          2.4%

     Operating
     loss                   $(941)                                   $(9,012)        89.6%

     Operating
     margin      (1.9)%                             (18.4)%                    89.7%

     Adjusted
     EBITDA                 $4,797                                    $(5,027)            *

     Adjusted
     EBITDA
     margin        9.5%                             (10.2)%                        *

     Rent
     expense                $2,807                                     $10,247       (72.6)%

    _____________

    *percentage change too large to be
     meaningful or not applicable

Operating revenue increased in the December 2017 quarter primarily due to an increase from our fixed wing operations as Airnorth contributed $21.0 million and $18.7 million in operating revenue for the December 2017 quarter and December 2016 quarter, respectively.

Operating loss, operating margin, adjusted EBITDA and adjusted EBITDA margin improved in the December 2017 quarter primarily due to a benefit to rent expense of $6.0 million recorded in the December 2017 quarter related to the OEM cost recoveries and the increase in operating revenue discussed above. Airnorth contributed $2.2 million and $1.1 million in adjusted EBITDA for the December 2017 quarter and December 2016 quarter, respectively.


    Corporate and other


                                Three Months Ended
                                   December 31,

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


                           (in thousands, except percentages)

     Operating
     revenue                        $743                                   $2,099   (64.6)%

     Operating
     loss                      $(19,055)                               $(21,575)    11.7%

    Adjusted
     EBITDA                    $(15,342)                                $(8,229)  (86.4)%

    Rent
     expense                      $1,971                                   $1,885      4.6%

Operating revenue decreased in the December 2017 quarter primarily due to a decrease in Bristow Academy revenue due to the sale of Bristow Academy on November 1, 2017.

Operating loss was lower for the December 2017 quarter primarily due to the sale of Bristow Academy, which incurred less of an operating loss in the December 2017 quarter compared to the December 2016 quarter. Adjusted EBITDA decreased primarily due to foreign currency transaction losses of $0.3 million recorded in the December 2017 quarter versus foreign currency transaction gains of $10.7 million in the December 2016 quarter.

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, February 9, 2018 to review financial results for the fiscal year 2018 third quarter ended December 31, 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 Third Quarter
        Earnings Conference Call"
    --  Replay: A replay via webcast will be available approximately one hour
        after the call's completion and will be accessible for approximately 90
        days.

Via Telephone within the U.S.:

    --  Live: Dial toll free 1-877-404-9648

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 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 and liquidity guidance, expected contract revenue, capital deployment strategy, operational and capital performance, expected cost management activities, original equipment manufacturer recoveries, expected capital expenditure deferrals and, market and industry conditions. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements. Risks and uncertainties include without limitation: fluctuations in the demand for our services; fluctuations in worldwide prices of and 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 September 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                                      Nine Months Ended
                                          December 31,                                       December 31,

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



    Gross revenue:

    Operating revenue from non-
     affiliates                               $328,944                                           $305,789                   $991,655      $969,779

    Operating revenue from
     affiliates                     16,584                                18,564                                 51,594        54,420

    Reimbursable revenue from
     non-affiliates                 15,207                                13,090                                 43,271        40,109
                                    ------                                ------                                 ------        ------

                                   360,735                               337,443                              1,086,520     1,064,308

    Operating expense:

    Direct cost                    271,864                               260,343                                842,128       831,516

    Reimbursable expense            14,725                                12,206                                 42,365        38,096

    Depreciation and amortization   31,682                                29,768                                 94,119        93,054

    General and administrative      43,366                                45,409                                138,695       149,278
                                    ------                                ------                                -------       -------

                                   361,637                               347,726                              1,117,307     1,111,944


    Loss on impairment                   -                              (8,706)                               (1,192)     (16,278)

    Loss on disposal of assets     (4,591)                                (874)                              (12,418)     (13,077)

    Earnings from unconsolidated
     affiliates, net of losses       1,996                                   766                                  3,394         4,777
                                     -----                                   ---                                  -----         -----

    Operating loss                 (3,497)                             (19,097)                              (41,003)     (72,214)


    Interest expense, net         (19,093)                             (12,179)                              (53,677)     (34,533)

    Other income (expense), net      (766)                                1,668                                    147       (1,518)
                                      ----                                 -----                                    ---        ------

    Loss before provision for
     income taxes                 (23,356)                             (29,608)                              (94,533)    (108,265)

    Benefit (provision) for
     income taxes                   13,419                                 3,560                                (2,546)       11,038
                                    ------                                 -----                                 ------        ------

    Net loss                       (9,937)                             (26,048)                              (97,079)     (97,227)

    Net loss attributable to
     noncontrolling interests        1,664                                 4,121                                  2,322         4,731

    Net loss attributable to
     Bristow Group                            $(8,273)                                         $(21,927)                 $(94,757)    $(92,496)
                                               =======                                           ========                   ========      ========


    Loss per common share:

    Basic                                      $(0.23)                                           $(0.62)                   $(2.69)      $(2.64)

    Diluted                                    $(0.23)                                           $(0.62)                   $(2.69)      $(2.64)


    Non-GAAP measures:

    Adjusted EBITDA                            $34,964                                            $22,918                    $82,545       $67,397

    Adjusted EBITDA margin           10.1%                                 7.1%                                  7.9%         6.6%

    Adjusted net loss                        $(18,450)                                         $(10,121)                 $(59,198)    $(34,415)

    Adjusted diluted loss per
     share                                     $(0.52)                                           $(0.29)                   $(1.68)      $(0.98)


                                                  BRISTOW GROUP INC. AND SUBSIDIARIES

                                                      CONSOLIDATED BALANCE SHEETS

                                                            (In thousands)

                                                              (Unaudited)


                                                            December 31,                        March 31,
                                                                    2017                                 2017
                                                                    ----                                 ----

                                                             ASSETS

    Current assets:

    Cash and cash equivalents                                                 $117,848                             $96,656

    Accounts receivable from non-
     affiliates                                                  202,141                                198,129

    Accounts receivable from affiliates                           12,638                                  8,786

    Inventories                                                  133,993                                124,911

    Assets held for sale                                          31,038                                 38,246

    Prepaid expenses and other current
     assets                                                       43,668                                 41,143
                                                                  ------                                 ------

    Total current assets                                         541,326                                507,871

    Investment in unconsolidated
     affiliates                                                  211,115                                210,162

    Property and equipment - at cost:

    Land and buildings                                           241,792                                231,448

    Aircraft and equipment                                     2,511,322                              2,622,701
                                                               ---------                              ---------

                                                               2,753,114                              2,854,149

    Less - Accumulated depreciation and
     amortization                                              (673,930)                             (599,785)
                                                                --------                               --------

                                                               2,079,184                              2,254,364

    Goodwill                                                      20,299                                 19,798

    Other assets                                                 115,233                                121,652
                                                                 -------                                -------

    Total assets                                                            $2,967,157                          $3,113,847
                                                                            ==========                          ==========


                          LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' INVESTMENT

    Current liabilities:

    Accounts payable                                                           $87,428                             $98,215

    Accrued wages, benefits and related
     taxes                                                        55,652                                 59,077

    Income taxes payable                                           5,320                                 15,145

    Other accrued taxes                                            6,095                                  9,611

    Deferred revenue                                              17,922                                 19,911

    Accrued maintenance and repairs                               28,468                                 22,914

    Accrued interest                                               6,292                                 12,909

    Other accrued liabilities                                     72,292                                 46,679

    Deferred taxes                                                     -                                   830

    Short-term borrowings and current
     maturities of long-term debt                                 93,136                                131,063
                                                                  ------                                -------

    Total current liabilities                                    372,605                                416,354

    Long-term debt, less current
     maturities                                                1,102,765                              1,150,956

    Accrued pension liabilities                                   54,291                                 61,647

    Other liabilities and deferred
     credits                                                      37,768                                 28,899

    Deferred taxes                                               141,904                                154,873

    Redeemable noncontrolling interest                             3,859                                  6,886


    Stockholders' investment:

    Common stock                                                     381                                    379

    Additional paid-in capital                                   844,825                                809,995

    Retained earnings                                            894,684                                991,906

    Accumulated other comprehensive loss                       (307,353)                             (328,277)

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

    Total Bristow Group stockholders'
     investment                                                1,247,741                              1,289,207

    Noncontrolling interests                                       6,224                                  5,025
                                                                   -----                                  -----

    Total stockholders' investment                             1,253,965                              1,294,232
                                                               ---------                              ---------

    Total liabilities, redeemable
     noncontrolling interest and
     stockholders' investment                                               $2,967,157                          $3,113,847
                                                                            ==========                          ==========


                                           BRISTOW GROUP INC. AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     (In thousands)

                                                       (Unaudited)


                                                                     Nine Months Ended
                                                                       December 31,

                                                              2017                         2016
                                                              ----                         ----

    Cash flows from operating activities:

    Net loss                                                         $(97,079)                    $(97,227)

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

    Depreciation and amortization                           94,119                         93,054

    Deferred income taxes                                 (14,665)                      (20,991)

    Write-off of deferred financing fees                     1,138                              -

    Discount amortization on long-term
     debt                                                      343                          1,314

    Loss on disposal of assets                              12,418                         13,077

    Loss on impairment                                       1,192                         16,278

    Deferral of lease payment                                2,423                              -

    Stock-based compensation                                 8,776                          9,508

    Equity in earnings from
     unconsolidated affiliates in excess
     of dividends received                                 (3,185)                       (4,294)

    Increase (decrease) in cash resulting
     from changes in:

    Accounts receivable                                    (3,785)                        15,787

    Inventories                                            (4,618)                       (2,912)

    Prepaid expenses and other assets                       10,250                        (4,359)

    Accounts payable                                      (14,540)                       (7,395)

    Accrued liabilities                                    (5,528)                      (19,891)

    Other liabilities and deferred
     credits                                                 3,434                        (6,047)
                                                             -----                         ------

    Net cash used in operating activities                  (9,307)                      (14,098)

    Cash flows from investing activities:

    Capital expenditures                                  (36,441)                     (119,726)

    Proceeds from asset dispositions                        48,547                         14,344

    Proceeds from OEM cost recoveries                       94,463                              -

    Deposits received on aircraft held
     for sale                                                    -                           290

    Net cash provided by (used in)
     investing activities                                  106,569                      (105,092)

    Cash flows provided by (used in)
     financing activities:

    Proceeds from borrowings                               548,768                        360,240

    Debt issuance costs                                   (11,653)                       (3,883)

    Repayment of debt                                    (609,667)                     (243,677)

    Purchase of 41/2% Convertible Senior
     Notes call option                                    (40,393)                             -

    Proceeds from issuance of warrants                      30,259                              -

    Partial prepayment of put/call
     obligation                                               (36)                          (38)

    Dividends paid to noncontrolling
     interest                                                    -                       (2,533)

    Payment of contingent consideration                          -                      (10,000)

    Common stock dividends paid                            (2,465)                       (7,366)

    Repurchases for tax withholdings on
     vesting of equity awards                                (591)                         (762)
                                                              ----                           ----

    Net cash provided by (used in)
     financing activities                                 (85,778)                        91,981

    Effect of exchange rate changes on
     cash and cash equivalents                               9,708                        (5,942)
                                                             -----                         ------

    Net increase (decrease) in cash and
     cash equivalents                                       21,192                       (33,151)

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

    Cash and cash equivalents at end of
     period                                                           $117,848                       $71,159
                                                                      ========                       =======


                                                                            BRISTOW GROUP INC. AND SUBSIDIARIES

                                                                                  SELECTED OPERATING DATA

                                                                    (In thousands, except flight hours and percentages)

                                                                                        (Unaudited)


                                                       Three Months Ended                                      Nine Months Ended
                                                        December 31,                                       December 31,

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

    Flight hours (excluding Bristow Academy and
     unconsolidated affiliates):

    Europe Caspian                                22,909                                20,921                                 68,762        65,703

    Africa                                         7,417                                 7,145                                 22,561        22,869

    Americas                                       7,954                                 5,337                                 23,810        17,504

    Asia Pacific                                   6,672                                 6,691                                 19,991        19,759

    Consolidated                                  44,952                                40,094                                135,124       125,835
                                                  ======                                ======                                =======       =======

    Operating revenue:

    Europe Caspian                                          $189,910                                           $172,844                   $570,983      $548,070

    Africa                                        47,915                                49,587                                146,523       153,055

    Americas                                      60,345                                53,024                                178,884       168,578

    Asia Pacific                                  50,248                                49,092                                153,365       155,144

    Corporate and other                              743                                 2,099                                  3,912         7,917

    Intra-region eliminations                    (3,633)                              (2,293)                              (10,418)      (8,565)

    Consolidated                                            $345,528                                           $324,353                 $1,043,249    $1,024,199
                                                            ========                                           ========                 ==========    ==========

    Consolidated operating loss:

    Europe Caspian                                            $5,312                                             $(303)                   $19,610       $18,468

    Africa                                        10,470                                10,441                                 28,353        19,954

    Americas                                       5,308                                 2,226                                 11,535         5,790

    Asia Pacific                                   (941)                              (9,012)                              (19,374)     (24,480)

    Corporate and other                         (19,055)                             (21,575)                              (68,709)     (78,869)

    Loss on disposal of assets                   (4,591)                                (874)                              (12,418)     (13,077)

    Consolidated                                            $(3,497)                                         $(19,097)                 $(41,003)    $(72,214)
                                                             =======                                           ========                   ========      ========

    Operating margin:

    Europe Caspian                                  2.8%                               (0.2)%                                  3.4%         3.4%

    Africa                                         21.9%                                21.1%                                 19.4%        13.0%

    Americas                                        8.8%                                 4.2%                                  6.4%         3.4%

    Asia Pacific                                  (1.9)%                              (18.4)%                               (12.6)%      (15.8)%

    Consolidated                                  (1.0)%                               (5.9)%                                (3.9)%       (7.1)%

    Adjusted EBITDA:

    Europe Caspian                                           $18,614                                             $9,123                    $58,716       $43,273

    Africa                                        14,206                                17,012                                 40,206        39,350

    Americas                                      12,689                                10,039                                 33,430        34,317

    Asia Pacific                                   4,797                               (5,027)                                   502      (10,513)

    Corporate and other                         (15,342)                              (8,229)                              (50,309)     (39,030)

    Consolidated                                             $34,964                                            $22,918                    $82,545       $67,397
                                                             =======                                            =======                    =======       =======

    Adjusted EBITDA margin:

    Europe Caspian                                  9.8%                                 5.3%                                 10.3%         7.9%

    Africa                                         29.6%                                34.3%                                 27.4%        25.7%

    Americas                                       21.0%                                18.9%                                 18.7%        20.4%

    Asia Pacific                                    9.5%                              (10.2)%                                  0.3%       (6.8)%

    Consolidated                                   10.1%                                 7.1%                                  7.9%         6.6%


                                                     Three Months Ended                                  Nine Months Ended
                                                        December 31,                                       December 31,

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

    Depreciation and amortization:

    Europe Caspian                                           $12,771                                            $11,185                    $36,789       $33,594

    Africa                                         3,664                                 4,007                                 10,330        12,680

    Americas                                       6,909                                 7,060                                 20,906        25,669

    Asia Pacific                                   4,479                                 4,973                                 15,347        13,586

    Corporate and other                            3,859                                 2,543                                 10,747         7,525

    Consolidated                                             $31,682                                            $29,768                    $94,119       $93,054
                                                             =======                                            =======                    =======       =======

    Rent expense:

    Europe Caspian                                           $29,499                                            $34,115                   $102,803      $100,007

    Africa                                         2,048                                 1,767                                  6,424         6,101

    Americas                                       6,295                                 5,638                                 18,480        16,258

    Asia Pacific                                   2,807                                10,247                                 24,356        28,803

    Corporate and other                            1,971                                 1,885                                  6,456         5,721
                                                   -----                                 -----                                  -----         -----

    Consolidated                                             $42,620                                            $53,652                   $158,519      $156,890
                                                             =======                                            =======                   ========      ========


                                                                              BRISTOW GROUP INC. AND SUBSIDIARIES

                                                                                        AIRCRAFT COUNT

                                                                                    As of December 31, 2017

                                                                                          (Unaudited)


                   Percentage                    Aircraft in Consolidated Fleet

                   of Current

                     Period

                   Operating

                     Revenue
                     -------

                              Helicopters            Fixed                                   Unconsolidated

                                                    Wing (1)                                 Affiliates (4)
                                                    -------                                  -------------

                      Small               Medium         Large      Total
                                                                    (2)(3)               Total
                        -----             ------           -----   ------                -----

    Europe Caspian        54%                       -                            16                           79   32     127       -   127

    Africa                14%                       9                             28                            5    5      47      48     95

    Americas              17%                      16                             41                           16    -     73      66    139

    Asia Pacific          15%                       -                            10                           21   14      45       -    45
                          ---                      ---                           ---                          ---  ---     ---     ---   ---

    Total                100%                      25                             95                          121   51     292     114    406
                          ===                      ===                            ===                          ===  ===     ===     ===    ===

    Aircraft not
     currently in
     fleet: (5)

    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 9 aircraft held for
                    sale and 102 leased aircraft
                    as follows:


                      Held for Sale Aircraft in Consolidated Fleet

                          Helicopters

                   Small                Medium              Large  Fixed      Total

                                                                   Wing
                                                                   ----

    Europe Caspian        -                           2                    -           -     2

    Africa                -                           1                    -           1      2

    Americas              -                           4                    -           -     4

    Asia Pacific          -                           -                   -           1      1
                        ---                         ---                 ---         ---    ---

    Total                 -                           7                    -           2      9
                        ===                         ===                  ===         ===    ===


                       Leased Aircraft in Consolidated Fleet

                        Helicopters

                   Small                Medium              Large  Fixed      Total

                                                                   Wing
                                                                   ----

    Europe Caspian        -                           6                   40           14     60

    Africa                -                           1                    2            2      5

    Americas              3                           14                    6            -    23

    Asia Pacific          -                           3                    7            4     14
                        ---                         ---                  ---          ---    ---

    Total                 3                           24                   55           20    102
                        ===                          ===                  ===          ===    ===


    (3)             The average age of our fleet was
                    approximately nine years as of
                    December 31, 2017.

    (4)             The 114 aircraft operated by our
                    unconsolidated affiliates do not
                    include those aircraft leased from
                    us. Includes 44 helicopters
                    (primarily medium) and 22 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)             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 December 31, 2017 (1)

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

    Oil and gas         ~$875M - $975M                                    ~$40M - $50M 4    ~$130M - $140M 4
                                                                        --------------     --------------

    U.K. SAR            ~$215M - $230M                                    ~$55M - $60M 4      ~$45M - $50M
                        --------------                                    --------------      ------------

    Eastern             ~$105M - $115M                                    ~$(5M) - $0M 4      ~$10M - $12M
                        --------------                                    --------------      ------------

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

    Total               ~$1.3B - $1.4B                                   ~$100M - $115M 4   ~$205M - $215M 4
    -----               --------------                                   ----------------   ----------------


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

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

    Total aircraft
     rent 4, 5          ~$180M - $185M
    --------------      --------------

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

    Interest expense
     4                   ~$65M - $75M
    ----------------     ------------

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


    _____________

    (1)              FY18 guidance assumes FX rates as of
                     December 31, 2017.

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

    (3)              Adjusted EBITDA for U.K. SAR and fixed
                     wing (Eastern/Airnorth) excludes
                     corporate overhead allocations consistent
                     with financial reporting. Adjusted 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 adjusted
                     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 November
                     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                                      Nine Months Ended
                                                                         December 31,                                      December 31,

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


                                                                                          (In thousands, except

                                                                                            per share amounts)

    Net loss                                                             $(9,937)                                       $(26,048)                                         $(97,079)                                      $(97,227)

    Loss on disposal of assets                                  4,591                                 874                                 12,418                                13,077

    Special items                                               2,810                               9,537                                 16,352                                34,361

    Depreciation and amortization                              31,682                              29,768                                 94,119                                93,054

    Interest expense                                           19,237                              12,347                                 54,189                                35,170

    (Benefit) provision for income taxes                     (13,419)                            (3,560)                                  2,546                              (11,038)

    Adjusted EBITDA                                                       $34,964                                          $22,918                                            $82,545                                         $67,397
                                                                          =======                                          =======                                            =======                                         =======


    Benefit (provision) for income taxes                                  $13,419                                           $3,560                                           $(2,546)                                        $11,038

    Tax provision (benefit) on loss on
     disposal of assets                                       (2,130)                            (1,953)                                  8,061                               (5,858)

    Tax provision (benefit) on special
     items                                                   (15,448)                              5,227                                (1,272)                               10,227

    Adjusted (provision) benefit for
     income taxes                                                        $(4,159)                                          $6,834                                             $4,243                                         $15,407
                                                                          =======                                           ======                                             ======                                         =======


    Effective tax rate (1)                                      57.5%                              12.0%                                (2.7)%                                10.2%

    Adjusted effective tax rate (1)                           (26.1)%                              37.9%                                  6.5%                                29.9%


    Net loss attributable to Bristow
     Group                                                               $(8,273)                                       $(21,927)                                         $(94,757)                                      $(92,496)



    Loss (gain) on disposal of assets                           2,461                             (1,079)                                 20,479                                 7,219

    Special items                                            (12,638)                             12,885                                 15,080                                50,862

    Adjusted net loss                                                   $(18,450)                                       $(10,121)                                         $(59,198)                                      $(34,415)
                                                                         ========                                         ========                                           ========                                        ========


    Diluted loss per share                                                $(0.23)                                         $(0.62)                                           $(2.69)                                        $(2.64)

    Loss (gain) on disposal of assets                            0.07                              (0.03)                                  0.58                                  0.21

    Special items                                              (0.36)                               0.37                                   0.43                                  1.45

    Adjusted diluted loss per share                            (0.52)                             (0.29)                                (1.68)                               (0.98)


    _____________

    (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 provision
                    (benefit) on loss on
                    disposal of assets and tax
                    provision (benefit) on
                    special items is calculated
                    using the statutory rate of
                    the entity recording the
                    loss on disposal of assets
                    or special item.


                                                     Three Months Ended
                                                     December 31, 2017

                                  Adjusted                Adjusted               Adjusted
                                   EBITDA
                                                          Net Loss                Diluted

                                                                                   Loss

                                                                                    Per

                                                                                   Share
                                                                                   -----


                                        (In thousands, except per share amounts)

    Organizational restructuring
     costs (1)                                 $(2,810)                                    $(2,501)          (0.07)

    Tax items (2)                         -                              15,139                         0.42

    Total special items                        $(2,810)                                     $12,638             0.36
                                                =======                                      =======



                                                   Three Months Ended
                                                   December 31, 2016

                                  Adjusted                Adjusted               Adjusted
                                   EBITDA
                                              Net Loss                 Diluted

                                                                         Loss

                                                                         Per

                                                                        Share



                                        (In thousands, except per share amounts)

    Organizational restructuring
     costs (1)                                   $(831)                                      $(583)          (0.02)

    Additional depreciation
     expense resulting from fleet
     changes (3)                          -                               (761)                      (0.02)

    Goodwill impairment (4)         (8,706)                             (7,857)                      (0.22)

    Tax valuation allowances (2)          -                             (3,684)                      (0.10)
                                        ---                              ------

    Total special items                        $(9,537)                                   $(12,885)          (0.37)
                                                =======                                     ========


                                                   Nine Months Ended
                                                   December 31, 2017

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


                                        (In thousands, except per share amounts)

    Organizational restructuring
     costs (1)                                $(15,160)                                   $(11,337)          (0.32)

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

    Tax items (2)                         -                             (2,968)                      (0.08)
                                        ---                              ------

    Total special items                       $(16,352)                                   $(15,080)          (0.43)
                                               ========                                     ========


                                                   Nine Months Ended
                                                   December 31, 2016

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


                                        (In thousands, except per share amounts)

    Organizational restructuring
     costs (1)                                $(18,083)                                   $(12,171)          (0.35)

    Additional depreciation
     expense resulting from fleet
     changes (3)                          -                             (6,122)                      (0.17)

    Goodwill impairment (4)         (8,706)                             (7,857)                      (0.22)

    Inventory impairment            (7,572)                             (5,372)                      (0.15)

    Tax valuation allowances (2)          -                            (19,340)                      (0.55)

    Total special items                       $(34,361)                                   $(50,862)          (1.45)
                                               ========                                     ========


    _____________

    (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
                    effect from tax items including a
                    $75.6 million benefit related to
                    the revaluation of net deferred
                    tax liabilities to a lower tax
                    rate resulting from the enactment
                    of the Tax Cuts and Jobs Act in
                    December 2017 and ongoing impact
                    of valuation of deferred tax
                    assets and recent financings of
                    $1.0 million, partially offset by
                    the impact of deemed repatriation
                    of foreign earnings under the Act
                    of $61.5 million for the three
                    months ended December 31, 2017.
                    Relates to a one-time non-cash
                    effect from tax items including a
                    $75.6 million benefit related to
                    the revaluation of net deferred
                    tax liabilities to a lower tax
                    rate resulting from the enactment
                    of the Tax Cuts and Jobs Act in
                    December 2017, partially offset by
                    the impact of deemed repatriation
                    of foreign earnings under the Act
                    of $61.5 million, the ongoing
                    impact of valuation of deferred
                    tax assets of $14.7 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 $2.4 million for the nine
                    months ended December 31, 2017.
                    Relates to a tax valuation
                    allowance of $3.7 million against
                    net operating losses in certain
                    foreign jurisdictions for the
                    three months ended December 31,
                    2016 and a tax valuation allowance
                    of $11.0 million against foreign
                    tax credits and $8.3 million
                    against net operating losses in
                    certain foreign jurisdictions for
                    the nine months ended December 31,
                    2016.

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

    (4)             Relates to impairment of goodwill
                    of Eastern Airways in our Europe
                    Caspian region.

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SOURCE Bristow Group Inc.