HOUSTON, Feb. 8, 2016 /PRNewswire/ -- Bristow Group Inc. (NYSE: BRS) today reported the following results for the quarter ended December 31, 2015:


    --  Operating revenue of $395.2 million
    --  Net income of $3.2 million (GAAP) and $23.5 million (adjusted)
    --  Diluted earnings per share of $0.09 (GAAP) and $0.67 (adjusted)
    --  Adjusted EBITDAR of $116.9 million; margin of 29.6%

The Company is reaffirming its adjusted earnings per share guidance for the full fiscal year 2016 of $1.80 - $2.40. GAAP and adjusted results for our 2016 fiscal third quarter were net of charges for bad debt expense of $2.7 million ($2.3 million after-tax and $0.07 per share) and a $1.4 million benefit from changes in foreign currency exchange rates ($1.2 million after-tax and $0.03 per share), which compares to a negative impact from foreign exchange of $15.2 million in the December 2014 quarter ($12.1 million after-tax and $0.34 per share). Adjusted results for the three months ended December 31, 2015 (Q3 FY16) and 2014 (Q3 FY15) are also presented net of loss on disposal of assets and special items as follows:



    ($ in                                   Diluted        Adjusted
     thousands                                                           Earnings Per         EBITDAR
     except per                                                              Share
     share
     amounts)     Operating Revenue            Net Income
                  -----------------            ----------               -------------        ---------

    Q3 FY16 As
     Reported
     (GAAP)                         $395,157                                          $3,202                 $0.09         n/a

    Loss on
     disposal of
     assets                                          1,658                              0.05

    Special items                                   18,673                              0.53
                                                    ------

    Q3 FY16 As
     Adjusted
     (non-GAAP)
     (1)                       n/a                             23,533                             0.67    116,907


    Q3 FY15 As
     Reported
     (GAAP)                 430,318                               (968)                          (0.03)            n/a

    Loss on
     disposal of
     assets                                         21,033                              0.60

    Special items                                    4,654                              0.13
                                                     -----

    Q3 FY15 As
     Adjusted
     (non-GAAP)
     (1)                       n/a                             24,719                             0.70    109,056


    Percentage
     Change Y/Y
     (GAAP)                    (8)%                                  *                                  *              n/a

    Percentage
     Change Y/Y
     (non-GAAP)                 n/a                               (5)%                            (4)%        7%



    _________


            (1)    See a full reconciliation of non-
                    GAAP financial measurements at the
                    end of this news release.


    *              percentage change not meaningful

"Our third quarter results demonstrate the success of our diversified business development and economic restructuring efforts in the face of unprecedented challenges for our oil and gas clients. These initiatives demonstrably improved our third quarter margins while improving our competitive position and financial flexibility," said Jonathan Baliff, President and Chief Executive Officer of Bristow Group.

"In oil and gas operations, and in light of recent aircraft accidents in Nigeria, Bristow remains committed to achieving Target Zero. We are proud of our culture of safety, but these recent accidents have been humbling and have strengthened our resolve."

"Also on the operating front, U.K. Search & Rescue ("SAR") startup is largely complete with nine out of ten bases now operational, strengthening our relationship with the U.K. Government as Bristow delivers a step change in SAR capability for its citizens."

"The decline in oil prices is likely to further impact our clients' capital spending in fiscal 2017. As a result, cash generation and financial flexibility will remain our top financial priorities during this downturn. In this challenging environment, the reduction in our dividend combined with previously announced cost reductions, capital expenditure deferrals and $200 million term loan, are intended to provide us with the critical cash and financial flexibility necessary."

Mr. Baliff continued, "But the financial flexibility we create also allows for a deeper transformation of our business designed to improve safety, expand client relationships, and deliver best-in-class service."

"We need to position Bristow for select opportunities to serve clients better, in downturns or upturns. Our recent investment is Sky-Futures, a leading global Unmanned Aerial Vehicle ("UAV") operator, continues Bristow's historical commitment to new and growing applications in oil and gas while expanding into non-energy markets."

THIRD QUARTER FY 2016 CONSOLIDATED RESULTS

Operating Revenue

Our operating revenue for the December 2015 quarter was impacted by reduced activity and revenue from our oil and gas clients resulting from the ongoing cyclical downturn driven by low crude oil prices globally. Operating revenue from oil and gas clients declined $81.2 million, or 21.2%, from the same quarter in fiscal year 2015. Despite challenging industry conditions, our diversification results with U.K. SAR and fixed-wing operations partially offset lower oil and gas revenue as follows:


    --  Operating revenue from SAR operations increased by $35.7 million, or
        301.5%, in the December 2015 quarter as a result of the start-up of the
        U.K. SAR contract in April 2015, which is reflected in the results of
        our Europe Caspian Region, and
    --  Operating revenue from our fixed-wing operations increased by $10.4
        million, or 29.7%, in the December 2015 quarter primarily due to the
        addition of Airnorth in Australia, which is reflected in the results of
        our Asia Pacific Region.

Changes in foreign currency exchange rates reduced gross revenue by $14.9 million in the December 2015 quarter, compared with rates in the prior year quarter.

Reported (GAAP) Net Income and Diluted Earnings per Share

Net income and diluted earnings per share increased by $4.2 million and $0.12, respectively, for the December 2015 quarter primarily due to:


    --  A benefit from changes in foreign currency exchange rates of $1.2
        million in the December 2015 quarter compared with a decrease of $12.1
        million in the comparable December 2014 quarter, primarily reflected in
        a $8.1 million increase in earnings from our investment in Líder in
        Brazil,
    --  A loss of $1.7 million on disposal of assets in the December 2015
        quarter compared with a $21.0 million loss in the December 2014 quarter
        as the prior year quarter included non-cash impairment charges for
        aircraft of $20.5 million, and
    --  A reduction in costs across our global organization in the December 2015
        quarter, reflected primarily in decreased general and administrative,
        salaries and benefits, and maintenance expense driven by cost reduction
        efforts in the face of the ongoing downturn in the oil and gas industry.

These items were partially offset by


    --  The impact of a decrease in operating revenue in the December 2015
        quarter primarily resulting from the oil and gas downturn,
    --  Charges for bad debt expense of $2.3 million related to clients in our
        Africa and Asia Pacific regions in the December 2015 quarter,
    --  Severance expense of $5.4 million and accelerated depreciation expense
        of $3.8 million in the December 2015 quarter, and
    --  Non-cash valuation allowances on deferred tax assets of $9.5 million
        recorded in the December 2015 quarter.

Adjusted Results

Adjusted EBITDAR for the December 2015 quarter increased by $7.9 million over the December 2014 quarter primarily due to:


    --  Further diversification of our business through the start-up of the U.K.
        SAR contract and acquisition of Airnorth fixed-wing operations,
    --  Global cost reduction efforts, and
    --  A benefit from changes in foreign currency exchange rates of $1.4
        million in the December 2015 quarter compared with a decrease of $15.7
        million in the December 2014 quarter, primarily reflected in our
        earnings pickup in Brazil in both periods.

These items were partially offset by the operating revenue decrease for our oil and gas operations falling to the bottom line and $2.7 million in bad debt expense as discussed above.

Despite the improvement in adjusted EBITDAR, adjusted net income and diluted earnings per share decreased by $1.2 million and $0.03, respectively, from the December 2014 quarter as rent, interest and income tax costs increased year-over-year. Changes in foreign currency exchange rates increased adjusted net income by $1.2 million ($0.03 per diluted share) in the December 2015 quarter compared with a decrease of $12.1 million ($0.34 per diluted share) in the December 2014 quarter, primarily reflected in our equity earnings pickup in Brazil in both quarters.

Adjusted EBITDAR excludes losses on disposal of assets and special items, including severance expense recorded in the December 2015 quarter. Adjusted net income and adjusted diluted earnings per share for the December 2015 quarter excludes those same items as well as the accelerated depreciation expense and the valuation allowance on deferred tax assets. See a description of these special items and the special items impacting the December 2014 quarter later in this document.

THIRD QUARTER FY 2016 REGION RESULTS

Europe Caspian Region

Operating revenue for the December 2015 quarter reflects the impact from the downturn in the oil and gas industry, which has resulted in decreased activity levels with our oil and gas clients. Additionally, a substantial portion of our revenue in the Europe Caspian region is contracted in British pounds and Norwegian kroner, both of which weakened significantly against the U.S. dollar since the December 2014 quarter. Foreign currency exchange rate changes resulted in an $8.7 million reduction in revenue for our Europe Caspian region year-over-year. Partially offsetting the year-over-year decrease in operating revenue was the startup of two U.K. SAR bases in April 2015, one base in July 2015, one base in August 2015 and one base in October 2015, which contributed $35.7 million in additional operating revenue, and the addition of a new oil and gas contract that commenced in late fiscal year 2015 and contributed $13.7 million in operating revenue in the December 2015 quarter.

Operating income and operating margin were impacted by the decline in revenue, partially offset by a decline in fuel expense of $4.1 million and maintenance expense of $1.3 million as part of cost reduction initiatives. Additionally, we added two leased aircraft in our Europe Caspian region over the prior year quarter, primarily in support of the U.K. SAR contract, which resulted in a $3.2 million increase in rent expense. The increase in rent expense was the primary driver of the $1.6 million year-over-year decrease in operating income and operating margin decrease to 14.0% in the December 2015 quarter from 14.6% in the December 2014 quarter.

Adjusted EBITDAR increased in the December 2015 quarter and includes the positive impact from changes in foreign currency exchange rates of $1.0 million compared to the prior year quarter. Given the impact on revenue in addition to adjusted EBITDAR, the changes in foreign currency exchange rates had minimal impact on adjusted EBITDAR margin. Adjusted EBITDAR margin improved year-over-year with the start-up of U.K. SAR bases and cost reduction activities, partially offset by the impact from the downturn in the oil and gas industry.

Africa Region

Operating revenue for the Africa region decreased due to an overall reduction in activity compared to the prior year quarter. Activity declined with some customers and certain contracts ended, reducing revenue by $27.0 million, which was partially offset by a $2.5 million increase in activity from other contracts.

Operating income decreased by $22.0 million compared to the prior year quarter, with a decrease in operating margin from 30.6% to 7.1% year-over-year. This decrease resulted from the decrease in activity, bad debt expense of $1.7 million during the December 2015 quarter and an increase in depreciation and amortization expense of $5.0 million resulting from management's decision to exit certain aircraft model types from our fleet sooner than originally anticipated.

Adjusted EBITDAR and adjusted EBITDAR margin declined primarily due to the decrease in activity and bad debt expense of $1.7 million in the December 2015 quarter which was only partially offset by a decrease in direct costs of $7.9 million, including salaries and benefits expense, maintenance expense and training costs.

Americas Region

Operating revenue for the Americas region decreased in the December 2015 quarter primarily due to a decline in the number of small and medium aircraft on contract and reduction in flight hours for large aircraft in the U.S. Gulf of Mexico, which reduced operating revenue by $15.9 million, and a decrease of $1.7 million from Brazil due to fewer aircraft leased to Líder.

Operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin were positively impacted by an increase of $9.4 million in earnings from our investment in Líder in Brazil compared to the prior year quarter. Earnings from our investment in Líder increased by $1.0 million and reduced by $7.7 million in the December 2015 and 2014 quarters, respectively, as a result of foreign currency exchange rate changes. Excluding this impact, our adjusted EBITDAR for the Americas region would have been $35.0 million (48.5% margin) and $40.9 million (46.4% margin), respectively, in the December 2015 and 2014 quarters. Results for our Americas Region also benefited from a reduction in direct costs and general and administrative expenses of $12.2 million primarily from a decrease in maintenance expense, salaries and benefits, fuel, lease and freight costs.

Asia Pacific Region

In January 2015, Bristow Australia acquired an 85% interest in Airnorth and in November 2015, purchased the remaining 15% of the outstanding shares of Airnorth which contributed $17.9 million in operating revenue and $5.2 million in adjusted EBITDAR for the December 2015 quarter. Operating revenue also increased by $8.5 million from new contracts in Australia, including the INPEX contract which started in the June 2014 quarter, offset by $10.5 million less revenue due to the ending of short-term contracts in Australia. A substantial portion of our operations in the Asia Pacific region are contracted in the Australian dollar, which weakened significantly against the U.S. dollar compared to the same quarter a year ago. Foreign currency exchange rate changes resulted in a reduction in revenue for our Asia Pacific region of $4.4 million year-over-year.

Operating income, operating margin and adjusted EBITDAR increased primarily as a result of the acquisition of Airnorth, partially offset by bad debt expense of $1.0 million recorded during the December 2015 quarter. Adjusted EBITDAR and adjusted EBITDAR margin were positively impacted by changes in foreign currency exchange rates, which increased adjusted EBITDAR by $4.9 million compared to the prior year quarter. Excluding the impact of the foreign currency rate changes, adjusted EBITDAR margin would have been 21.6% and 26.8%, respectively, in the December 2015 and 2014 quarters.



    NINE MONTHS FY 2016 RESULTS
    ---------------------------


    ($ in                                              Diluted Earnings    Adjusted
     thousands                                                                            Per Share               EBITDAR
     except per
     share
     amounts)                   Operating Revenue              Net Income
                                -----------------              ----------             ----------------           ---------

    YTD FY16 As
     Reported
     (GAAP)                                       $1,254,279                                           $(47,187)             $(1.40)        n/a

    Loss on
     disposal of
     assets                                                         18,369                                  0.52

    Special items                                                   76,014                                  2.20
                                                                    ------

    YTD FY16 As
     Adjusted
     (non-GAAP)
     (1)                                     n/a                             47,196                                   1.34   330,718


    YTD FY15 As
     Reported
     (GAAP)                             1,308,111                              69,223                                   1.94            n/a

    Loss on
     disposal of
     assets                                                         20,441                                  0.57

    Special items                                                   12,495                                  0.35

    YTD FY15 As
     Adjusted
     (non-GAAP)
     (1)                                     n/a                            102,159                                   2.87   347,494


    Percentage
     Change Y/Y
     (GAAP)                                  (4)%                             (168)%                                (172)%           n/a

    Percentage
     Change Y/Y
     (non-GAAP)                               n/a                              (54)%                                 (53)%     (5)%



    _________


            (1)    See a full reconciliation of non-
                    GAAP financial measurements at the
                    end of this news release.

Operating revenue for the nine months ended December 31, 2015 decreased 4.1% primarily due to:


    --  Reduced activity and revenue from our oil and gas clients resulting from
        the ongoing downturn driven by low crude oil prices globally, which
        reduced operating revenue by $172.1 million, or 14.9%, partially offset
        by
    --  An increase in operating revenue from U.K. SAR operations of $77.2
        million, or 203.7%, resulting from the start-up of the contract in April
        2015, which is reflected in the results of our Europe Caspian Region,
        and
    --  An increase in operating revenue from fixed-wing operations of $41.0
        million, or 35.9%, primarily from the addition of Airnorth in Australia,
        which is reflected in the results of our Asia Pacific Region.

Changes in foreign currency exchange rates reduced gross revenue by $83.9 million, compared with rates in the prior year period.

GAAP net loss was $116.4 million lower than the prior year period and diluted earnings per share was $3.34 lower primarily as a result of:


    --  A loss on disposal of assets of $18.4 million (primarily consisting of
        impairment charges on aircraft of $16.9 million),
    --  Accelerated depreciation expense of $15.5 million related to changes in
        the planned timing of exit and market value of certain aircraft model
        types from our fleet and $3.8 million of impairment charges on
        inventory,
    --  An impairment of goodwill of $25.0 million (included in loss on
        impairment) related to our Bristow Norway reporting unit within our
        Europe Caspian region ($13.5 million) and Bristow Academy reporting unit
        within Corporate and other ($11.5 million),
    --  Severance expense of $16.8 million related to separation programs across
        our global organization designed to reduce costs and increase
        efficiency,
    --  Non-cash valuation allowances on deferred tax assets of $15.0 million,
        and
    --  The decrease in operating revenue primarily driven by the oil and gas
        downturn.

Adjusted EBITDAR decreased 4.8% from the prior year period primarily related to reduced oil and gas revenue, partially offset by the benefits of U.K. SAR and fixed-wing revenue and cost reduction activities across the organization. Adjusted net income and adjusted diluted earnings per share were further impacted by increased rent expense of $38.0 million in the current year period.

LIQUIDITY AND CASH FLOW

Cash as of December 31, 2015 totaled $131.9 million compared to $104.1 million as of March 31, 2015. Our total liquidity, including cash on hand and availability on our revolving credit facility, was $299.3 million as of December 31, 2015 compared to $369.9 million as of March 31, 2015. We completed a $200 million two-year term loan facility in November 2015 which was primarily used for capital expenditures for aircraft of $165 million in the December 2015 quarter. Also, during the December 2015 quarter, we were able to defer new aircraft deliveries and related capital expenditures to better match anticipated client demand with the cash outlay for such aircraft.

"Our cost reductions and restructuring actions over the past 12 months are mitigating the impact of this very challenging business environment; and our diversification strategy is working as we anticipate that U.K. SAR and our fixed-wing business should represent over 25% of next fiscal year's operating revenue," said L. Don Miller, Senior Vice President and Chief Financial Officer of Bristow Group.

"But, the oil and gas downturn is deeper and lasting longer than originally expected. Our commercial outlook for fiscal 2017 remains challenging and our access to almost $300 million of liquidity is critical to our prudent balance sheet management strategy. Our reduction in the quarterly dividend combined with capital reductions and deferrals are all designed to allow us to achieve free cash flow neutrality for the year."

GUIDANCE

We are reaffirming our adjusted diluted earnings per share guidance for the full fiscal year 2016 of $1.80 to $2.40.

As a reminder, our adjusted diluted earnings per share guidance excludes the effect of special items and asset dispositions because their timing and amounts are more variable and less predictable. Further, this guidance is based on foreign exchange rates as of December 31, 2015 and assumes the rates will remain unchanged from these levels. In providing this guidance, we have not included the impact of any changes in accounting standards or significant acquisitions and divestitures. Events or other circumstances that we do not currently anticipate or cannot predict, including changes in the market and industry and the impact of the temporary suspension of our operations of S-76C model medium aircraft in Nigeria, could result in earnings per share for fiscal year 2016 that are significantly above or below this guidance. Factors that could cause such changes are described below under the Forward-Looking Statements Disclosure and the Risk Factors in our quarterly report on Form 10-Q for the quarter ended December 31, 2015 and annual report on Form 10-K for the fiscal year ended March 31, 2015.

DIVIDEND

On February 4, 2016, our Board of Directors approved a dividend of $0.07 per share to be paid on March 15, 2016 to shareholders of record on March 1, 2016. Based on shares outstanding as of December 31, 2015, the total quarterly dividend payment will be approximately $2.4 million.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Tuesday, February 9, 2016 to review financial results for the fiscal year 2016 third quarter ended December 31, 2015. 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 2016 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
    --  Replay: A telephone replay will be available through February 23, 2016
        and may be accessed by calling toll free 1-877-660-6853, passcode:
        13627904#

Via Telephone outside the U.S.:


    --  Live: Dial 1-412-902-0030
    --  Replay: A telephone replay will be available through February 23, 2016
        and may be accessed by calling 1-201-612-7415, passcode: 13627904#

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft operated and one of two helicopter service providers to the offshore energy industry with global operations. The Company has major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore oil and gas producing regions of the world, including Australia, Brazil, Canada, Russia and Trinidad. For more information, visit the Company's website at www.bristowgroup.com.

FORWARD-LOOKING STATEMENTS DISCLOSURE

Statements contained in this news release that state the Company's or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. These forward-looking statements include statements regarding earnings guidance, expected contract revenue, capital deployment strategy, operational and capital performance, expected cost management activities, expected capital expenditure deferrals, shareholder return, liquidity, market and industry conditions. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements. Risks and uncertainties include without limitation: fluctuations in the demand for our services; fluctuations in worldwide prices of and supply and demand for oil and natural gas; fluctuations in levels of oil and natural gas production, exploration and development activities; the impact of competition; actions by clients and suppliers; the risk of reductions in spending on helicopter services by governmental agencies; changes in tax and other laws and regulations; changes in foreign exchange rates and controls; risks associated with international operations; operating risks inherent in our business, including the possibility of declining safety performance; general economic conditions including the capital and credit markets; our ability to obtain financing; the risk of grounding of segments of our fleet for extended periods of time or indefinitely; our ability to re-deploy our aircraft to regions with greater demand; our ability to acquire additional aircraft and dispose of older aircraft through sales into the aftermarket; the possibility that we do not achieve the anticipated benefit of our fleet investment program; availability of employees; and political instability, war or acts of terrorism in any of the countries where we operate. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company's SEC filings, including but not limited to the Company's quarterly report on Form 10-Q for the quarter ended December 31, 2015 and annual report on Form 10-K for the fiscal year ended March 31, 2015. 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

                                                                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                               (In thousands, except per share amounts and percentages)

                                                                                      (Unaudited)


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

                                         2015                    2014                      2015                       2014
                                         ----                    ----                      ----                       ----

    Gross revenue:

    Operating revenue from non-
     affiliates                               $374,979                                            $408,388                      $1,193,002  $1,242,462

    Operating revenue from
     affiliates                        20,178                              21,930                                  61,277            65,649

    Reimbursable revenue from
     non-affiliates                    24,730                              29,822                                  79,515           100,203

                                      419,887                             460,140                               1,333,794         1,408,314

    Operating expense:

    Direct cost                       288,135                             295,425                                 926,378           891,483

    Reimbursable expense               23,380                              28,549                                  76,242            94,466

    Depreciation and amortization      32,320                              23,625                                 106,853            77,164

    General and administrative         59,513                              72,531                                 174,302           194,687
                                       ------                              ------                                 -------           -------

                                      403,348                             420,130                               1,283,775         1,257,800


    Loss on impairment                      -                            (3,805)                               (27,713)          (7,167)

    Loss on disposal of assets        (2,154)                           (26,331)                               (23,856)         (25,594)

    Earnings from unconsolidated
     affiliates, net of losses          7,692                               (958)                                (1,372)              419
                                        -----                                ----                                  ------               ---

    Operating income (loss)            22,077                               8,916                                 (2,922)          118,172


    Interest expense, net             (9,536)                            (6,976)                               (24,384)         (21,675)

    Gain on sale of
     unconsolidated affiliate               -                              3,921                                       -            3,921

    Other income (expense), net           650                             (5,223)                                (6,935)          (9,143)
                                          ---                              ------                                  ------            ------

    Income (loss) before
     provision for income taxes        13,191                                 638                                (34,241)           91,275

    Provision for income taxes        (9,623)                              (567)                                (9,500)         (18,376)
                                       ------                                ----                                  ------           -------

    Net income (loss)                   3,568                                  71                                (43,741)           72,899

    Net income attributable to
     noncontrolling interests           (366)                            (1,039)                                (3,446)          (3,676)

    Net income (loss)
     attributable to Bristow
     Group                              3,202                               (968)                               (47,187)           69,223

    Accretion of redeemable
     noncontrolling interest                -                                  -                                (1,498)                -
                                          ---                                ---                                 ------               ---

    Net income (loss)
     attributable to common
     stockholders                               $3,202                                              $(968)                      $(48,685)    $69,223
                                                ======                                               =====                        ========     =======



    Earnings (loss) per common share:

    Basic                                        $0.09                                             $(0.03)                        $(1.40)      $1.96

    Diluted                                      $0.09                                             $(0.03)                        $(1.40)      $1.94



    Non-GAAP measures:

    Adjusted operating income                  $36,622                                             $43,564                         $92,132    $161,303

    Adjusted operating margin            9.3%                              10.1%                                   7.3%            12.3%

    Adjusted EBITDAR                          $116,907                                            $109,056                        $330,718    $347,494

    Adjusted EBITDAR margin             29.6%                              25.3%                                  26.4%            26.6%

    Adjusted net income                        $23,533                                             $24,719                         $47,196    $102,159

    Adjusted diluted earnings per
     share                                       $0.67                                               $0.70                           $1.34       $2.87


                                                  BRISTOW GROUP INC. AND SUBSIDIARIES

                                                 CONDENSED CONSOLIDATED BALANCE SHEETS

                                                             (In thousands)

                                                              (Unaudited)


                                                             December 31,                        March 31,
                                                                     2015                                 2015
                                                                     ----                                 ----

                                                              ASSETS

    Current assets:

    Cash and cash equivalents                                                  $131,908                            $104,146

    Accounts receivable from non-
     affiliates                                                   225,665                                250,610

    Accounts receivable from affiliates                             6,110                                  8,008

    Inventories                                                   146,590                                147,169

    Assets held for sale                                           52,916                                 57,827

    Prepaid expenses and other current
     assets                                                        48,691                                 70,091
                                                                   ------                                 ------

    Total current assets                                          611,880                                637,851

    Investment in unconsolidated
     affiliates                                                   203,983                                216,376

    Property and equipment - at cost:

    Land and buildings                                            246,667                                171,959

    Aircraft and equipment                                      2,589,856                              2,493,869
                                                                ---------                              ---------

                                                                2,836,523                              2,665,828

    Less - Accumulated depreciation and
     amortization                                               (521,627)                             (508,727)
                                                                 --------                               --------

                                                                2,314,896                              2,157,101

    Goodwill                                                       52,530                                 75,628

    Other assets                                                  168,800                                143,764
                                                                  -------                                -------

    Total assets                                                             $3,352,089                          $3,230,720
                                                                             ==========                          ==========

                          LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' INVESTMENT

    Current liabilities:

    Accounts payable                                                            $79,951                             $84,193

    Accrued wages, benefits and related
     taxes                                                         61,489                                 81,648

    Income taxes payable                                           18,825                                  7,926

    Other accrued taxes                                             8,805                                 13,335

    Deferred revenue                                               26,259                                 36,784

    Accrued maintenance and repairs                                24,734                                 23,316

    Accrued interest                                                5,574                                 12,831

    Other accrued liabilities                                      47,686                                 48,667

    Deferred taxes                                                 14,302                                 17,704

    Short-term borrowings and current
     maturities of long-term debt                                  47,243                                 18,730

    Contingent consideration                                       29,021                                 33,938

    Deferred sale leaseback advance                                     -                                55,934
                                                                      ---                                ------

    Total current liabilities                                     363,889                                435,006

    Long-term debt, less current
     maturities                                                 1,175,760                                845,692

    Accrued pension liabilities                                    82,620                                 99,576

    Other liabilities and deferred credits                         33,151                                 39,782

    Deferred taxes                                                131,899                                165,655

    Redeemable noncontrolling interests                            24,874                                 26,223

    Stockholders' investment:

    Common stock                                                      377                                    376

    Additional paid-in capital                                    794,676                                781,837

    Retained earnings                                           1,199,977                              1,284,442

    Accumulated other comprehensive loss                        (278,344)                             (270,329)

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

    Total Bristow Group stockholders'
     investment                                                 1,531,890                              1,611,530

    Noncontrolling interests                                        8,006                                  7,256
                                                                    -----                                  -----

    Total stockholders' investment                              1,539,896                              1,618,786
                                                                ---------                              ---------

    Total liabilities, redeemable non
     controlling interests and
     stockholders' investment                                                $3,352,089                          $3,230,720
                                                                             ==========                          ==========


                                                BRISTOW GROUP INC. AND SUBSIDIARIES

                                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          (In thousands)

                                                            (Unaudited)


                                                                          Nine Months Ended
                                                                           December 31,

                                                                  2015                     2014
                                                                  ----                     ----

    Cash flows from operating activities:

    Net income (loss)                                                    $(43,741)                         $72,899

    Adjustments to reconcile net income
     to net cash provided by operating
     activities:

    Depreciation and amortization                              106,853                              77,164

    Deferred income taxes                                     (37,628)                            (7,875)

    Write-off of deferred financing fees                             -                                660

    Discount amortization on long-term
     debt                                                          973                               3,212

    Loss on disposal of assets                                  23,856                              25,594

    Gain on sale of unconsolidated
     affiliate                                                       -                            (3,921)

    Loss on impairment                                          27,713                               7,167

    Stock-based compensation                                    16,641                              13,651

    Equity in earnings from
     unconsolidated affiliates less than
     dividends received                                          2,227                               4,196

    Tax benefit related to stock-based
     compensation                                                 (44)                            (1,642)

    Increase (decrease) in cash resulting
     from changes in:

    Accounts receivable                                         31,858                            (11,350)

    Inventories                                                (5,555)                           (15,578)

    Prepaid expenses and other assets                          (2,645)                           (13,354)

    Accounts payable                                           (2,527)                             19,353

    Accrued liabilities                                       (46,289)                              4,547

    Other liabilities and deferred
     credits                                                  (16,008)                           (12,313)
                                                               -------                             -------

    Net cash provided by operating
     activities                                                 55,684                             162,410

    Cash flows from investing activities:

    Capital expenditures                                     (343,365)                          (499,285)

    Proceeds from asset dispositions                            19,152                             404,361

    Proceeds from sale of unconsolidated
     affiliate                                                       -                              4,185

    Net cash used in investing activities                    (324,213)                           (90,739)

    Cash flows from financing activities:

    Proceeds from borrowings                                   910,421                             347,860

    Repayment of debt                                        (567,121)                          (373,169)

    Partial prepayment of put/call
     obligation                                                   (42)                               (46)

    Acquisition of noncontrolling
     interest                                                  (7,311)                            (3,170)

    Dividends paid to noncontrolling
     interest                                                    (153)                                  -

    Payment of contingent consideration                        (8,000)                                  -

    Repurchase of common stock                                       -                           (80,831)

    Common stock dividends paid                               (35,627)                           (33,935)

    Issuance of common stock                                         -                              2,217

    Tax benefit related to stock-based
     compensation                                                   44                               1,642
                                                                   ---                               -----

    Net cash provided by (used in)
     financing activities                                      292,211                           (139,432)

    Effect of exchange rate changes on
     cash and cash equivalents                                   4,080                            (15,214)
                                                                 -----                             -------

    Net increase (decrease) in cash and
     cash equivalents                                           27,762                            (82,975)

    Cash and cash equivalents at
     beginning of period                                       104,146                             204,341
                                                               -------                             -------

    Cash and cash equivalents at end of
     period                                                               $131,908                         $121,366
                                                                          ========                         ========


                                                                           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,
                                                           ------------                                              ------------

                                                    2015                    2014                      2015                       2014
                                                    ----                    ----                      ----                       ----

    Flight hours (excluding Bristow Academy and
     unconsolidated affiliates):

    Europe Caspian                                21,991                              23,496                                  69,627             72,016

    Africa                                         8,332                              11,004                                  27,190             32,917

    Americas                                       9,157                              14,383                                  29,584             42,181

    Asia Pacific                                   7,916                               4,150                                  24,613             11,404

    Consolidated                                  47,396                              53,033                                 151,014            158,518
                                                  ======                              ======                                 =======            =======

    Operating revenue:

    Europe Caspian                                       $192,400                                            $195,617                         $603,397    $613,216

    Africa                                        61,786                              86,330                                 202,885            255,665

    Americas                                      72,068                              88,286                                 225,283            266,137

    Asia Pacific                                  67,402                              59,212                                 214,177            168,714

    Corporate and other                            3,609                               1,942                                  18,542             20,142

    Intra-region eliminations                    (2,108)                            (1,069)                               (10,005)          (15,763)

    Consolidated                                         $395,157                                            $430,318                       $1,254,279  $1,308,111
                                                         ========                                            ========                       ==========  ==========

    Operating income (loss):

    Europe Caspian                                        $26,986                                             $28,550                          $56,243    $111,372

    Africa                                         4,377                              26,379                                  24,903             63,672

    Americas                                      22,797                              19,774                                  30,283             59,998

    Asia Pacific                                     458                               5,264                                   4,783             11,055

    Corporate and other                         (30,387)                           (44,720)                               (95,278)         (102,331)

    Loss on disposal of assets                   (2,154)                           (26,331)                               (23,856)          (25,594)

    Consolidated                                          $22,077                                              $8,916                         $(2,922)   $118,172
                                                          =======                                              ======                          =======    ========

    Operating margin:

    Europe Caspian                                 14.0%                              14.6%                                   9.3%             18.2%

    Africa                                          7.1%                              30.6%                                  12.3%             24.9%

    Americas                                       31.6%                              22.4%                                  13.4%             22.5%

    Asia Pacific                                    0.7%                               8.9%                                   2.2%              6.6%

    Consolidated                                    5.6%                               2.1%                                 (0.2)%              9.0%

    Adjusted EBITDAR:

    Europe Caspian                                        $66,062                                             $64,107                         $198,621    $205,357

    Africa                                        18,162                              29,785                                  60,877             77,680

    Americas                                      35,908                              33,233                                  76,645            101,113

    Asia Pacific                                  16,599                              14,511                                  49,994             39,839

    Corporate and other                         (19,824)                           (32,580)                               (55,419)          (76,495)

    Consolidated                                         $116,907                                            $109,056                         $330,718    $347,494
                                                         ========                                            ========                         ========    ========

    Adjusted EBITDAR margin:

    Europe Caspian                                 34.3%                              32.8%                                  32.9%             33.5%

    Africa                                         29.4%                              34.5%                                  30.0%             30.4%

    Americas                                       49.8%                              37.6%                                  34.0%             38.0%

    Asia Pacific                                   24.6%                              24.5%                                  23.3%             23.6%

    Consolidated                                   29.6%                              25.3%                                  26.4%             26.6%


                                                                      BRISTOW GROUP INC. AND SUBSIDIARIES

                                                                                 AIRCRAFT COUNT

                                                                            As of December 31, 2015

                                                                                  (Unaudited)


                                                                Aircraft in Consolidated Fleet
                                                            ------------------------------

                              Percentage                      Helicopters

                               of Current
                                 Period

                               Operating

                                Revenue
                                -------

                                 Small             Medium         Large                   Training               Fixed                      Unconsolidated

                                                                                                                Wing
                                                                                                                  (1)                           Affiliates (4)


                                      Total (2)(3)              Total
                                      -----------               -----

    Europe Caspian                    48%                  -                        14                     70               -      28        112                  -     112

    Africa                            16%                 14                         28                      5               -       5         52                 45       97

    Americas                          18%                 19                         44                     18               -       -        81                 79      160

    Asia Pacific                      17%                  2                          9                     23               -      13         47                  -      47

    Corporate and
     other                             1%                  -                         -                     -             68        -        68                  -      68
                                      ---                 ---                       ---                   ---            ---      ---       ---                ---     ---

    Total                            100%                 35                         95                    116              68       46        360                124      484
                                      ===                 ===                        ===                    ===             ===      ===        ===                ===      ===

    Aircraft not currently in
     fleet: (5)

    On order                                           -             10                         27                     -        -        37

    Under option                                       -              7                          9                     -        -        16


    _________


             (1)    Includes 30 fixed wing
                     aircraft operated by
                     Eastern Airways which
                     are included in the
                     Europe Caspian and
                     Africa regions and 13
                     fixed wing aircraft
                     operated by Airnorth
                     which are included in
                     the Asia Pacific
                     region.


             (2)    Includes 31 aircraft
                     held for sale and 115
                     leased aircraft as
                     follows:


                       Held for Sale Aircraft in Consolidated Fleet
                       --------------------------------------------

                           Helicopters
                           -----------

               Small          Medium                    Large       Training     Fixed      Total

                                                                                  Wing
                                                                                  ----

    Europe
     Caspian        -                1                        -              -         -             1

    Africa          5                 4                        -              -         1             10

    Americas        -                7                        -              -         -             7

    Asia
     Pacific        -                -                       2               -         -             2

    Corporate
     and other      -                -                       -             11          -            11
                                   ---                                                            ---

    Total           5                12                        2              11          1             31
                  ===               ===                      ===             ===        ===            ===


                      Leased Aircraft in Consolidated Fleet
                      -------------------------------------

                        Helicopters
                        -----------

               Small          Medium                    Large       Training     Fixed      Total

                                                                                  Wing
                                                                                  ----

    Europe
     Caspian        -                5                       37               -        11             53

    Africa          -                1                        2               -         2              5

    Americas        1                10                        5               -         -            16

    Asia
     Pacific        2                 2                        8               -         4             16

    Corporate
     and other      -                -                       -             25          -            25

    Total           3                18                       52              25         17            115
                  ===               ===                      ===             ===        ===            ===



             (3)    The average age of our fleet,
                     excluding fixed wing and training
                     aircraft, was approximately nine
                     years as of December 31, 2015.


             (4)    The 124 aircraft operated by our
                     unconsolidated affiliates do not
                     include those aircraft leased from
                     us. Includes 53 helicopters
                     (primarily medium) and 26 fixed wing
                     aircraft owned and managed by Líder,
                     our unconsolidated affiliate in
                     Brazil, which is included in our
                     Other International business unit.


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


          BRISTOW GROUP INC. AND SUBSIDIARIES

                  GAAP RECONCILIATIONS


     These financial measures have not been prepared
      in accordance with generally accepted
      accounting principles ("GAAP") and have not
      been audited or reviewed by our independent
      registered public accounting firm.  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,
                                             ------------                                                   ------------

                                    2015                    2014                      2015                       2014
                                    ----                    ----                      ----                       ----

                                                      (In thousands, except per share amounts)

    Adjusted operating income             $36,622                                             $43,564                        $92,132      $161,303

    Loss on disposal of assets   (2,154)                           (26,331)                               (23,856)        (25,594)

    Special items               (12,391)                            (8,317)                               (71,198)        (17,537)

    Operating income (loss)               $22,077                                              $8,916                       $(2,922)     $118,172
                                          =======                                              ======                        =======      ========


    Adjusted EBITDAR                     $116,907                                            $109,056                       $330,718      $347,494

    Loss on disposal of assets   (2,154)                           (26,331)                               (23,856)        (25,594)

    Special items                (7,348)                            (5,086)                               (48,752)        (16,207)

    Depreciation and
     amortization               (32,320)                           (23,625)                              (106,853)        (77,164)

    Rent expense                (52,177)                           (46,282)                              (160,495)       (114,839)

    Interest expense             (9,717)                            (7,094)                               (25,003)        (22,415)

    Provision for income taxes   (9,623)                              (567)                                (9,500)        (18,376)

    Net income (loss)                      $3,568                                                 $71                      $(43,741)      $72,899
                                           ======                                                 ===                       ========       =======


    Adjusted provision for
     income tax                          $(3,837)                                           $(6,520)                     $(10,171)    $(27,901)

    Tax benefit on loss on
     disposal of asset               496                               5,298                                   5,487            5,153

    Tax (expense) benefit on
     special items               (6,282)                                655                                 (4,816)           4,372

    Provision for income tax             $(9,623)                                             $(567)                      $(9,500)    $(18,376)
                                          =======                                               =====                        =======      ========


    Adjusted effective tax rate
     (1)                          13.8%                              20.2%                                  16.7%           20.9%

    Effective tax rate (1)         73.0%                              88.9%                                (27.7)%           20.1%


    Adjusted net income                   $23,533                                             $24,719                        $47,196      $102,159

    Loss on disposal of assets   (1,658)                           (21,033)                               (18,369)        (20,441)

    Special items               (18,673)                            (4,654)                               (76,014)        (12,495)

    Net income (loss)
     attributable to Bristow
     Group                                 $3,202                                              $(968)                     $(47,187)      $69,223
                                           ======                                               =====                       ========       =======


    Adjusted diluted earnings
     per share                              $0.67                                               $0.70                          $1.34         $2.87

    Loss on disposal of assets    (0.05)                             (0.60)                                 (0.52)          (0.57)

    Special items                 (0.53)                             (0.13)                                 (2.20)          (0.35)

    Diluted earnings (loss) per
     share                          0.09                              (0.03)                                 (1.40)            1.94



    _________

              (1)    Effective tax rate is
                      calculated by dividing
                      income tax expense by
                      pretax net income.
                      Adjusted effective tax
                      rate is calculated by
                      dividing adjusted income
                      tax expense by adjusted
                      pretax net income.


                                                                      Three Months Ended
                                                                       December 31, 2015
                                                                       -----------------

                                     Adjusted              Adjusted                  Adjusted              Adjusted

                                    Operating               EBITDAR                 Net Income              Diluted

                                      Income                                                               Earnings

                                                                                                              Per

                                                                                                             Share
                                                                                                             -----

                                                       (In thousands, except per share amounts)

    Severance costs (1)                         $(7,348)                                         $(7,348)               $(5,370)           $(0.15)

    Additional
     depreciation expense
     resulting from fleet
     changes (2)                       (5,043)                                  -                            (3,774)      (0.11)

    Tax valuation
     allowance (3)                           -                                  -                            (9,529)      (0.27)

    Total special items                        $(12,391)                                         $(7,348)              $(18,673)    (0.53)
                                                ========                                           =======                ========


                                                                  Three Months Ended
                                                                   December 31, 2014
                                                                   -----------------

                          Adjusted             Adjusted                Adjusted                 Adjusted

                          Operating             EBITDAR                Net Income                Diluted

                            Income                                                              Earnings

                                                                                                   Per

                                                                                                  Share
                                                                                                  -----

                                                       (In thousands, except per share amounts)

    Gain on sale of
     unconsolidated
     affiliate (4)                           $         -                                           $3,921                  $2,549              $0.07

    Impairment of
     inventories (5)                   (3,805)                            (3,805)                            (3,044)      (0.09)

    Repurchase of 6 1/4%
     Senior Notes (6)                        -                              (690)                              (594)      (0.02)

    Accounting correction
     (7)                              (5,325)                            (5,325)                            (4,207)      (0.12)

    Accrued maintenance
     cost reversal (8)                     813                                 813                                 642         0.02

    Total special items                         $(8,317)                                         $(5,086)               $(4,654)    (0.13)
                                                 =======                                           =======                 =======


                                                                   Nine Months Ended
                                                                   December 31, 2015
                                                                   -----------------

                          Adjusted             Adjusted                Adjusted                 Adjusted

                          Operating             EBITDAR                Net Income                Diluted

                            Income                                                              Earnings

                                                                                                   Per

                                                                                                  Share
                                                                                                  -----

                                                       (In thousands, except per share amounts)

    Severance costs (1)                        $(21,039)                                        $(21,039)              $(16,758)           $(0.47)

    Additional
     depreciation expense
     resulting from fleet
     changes (2)                      (22,446)                                  -                           (15,532)      (0.44)

    Impairment of
     inventories (5)                   (5,439)                            (5,439)                            (3,764)      (0.11)

    Goodwill impairment
     (9)                             (22,274)                           (22,274)                           (24,996)      (0.71)

    Tax valuation
     allowance (3)                           -                                  -                           (14,964)      (0.42)

    Accretion of
     redeemable
     noncontrolling
     interests (10)                          -                                  -                                  -      (0.04)

    Total special items                        $(71,198)                                        $(48,752)              $(76,014)    (2.20)
                                                ========                                          ========                ========


                                                                   Nine Months Ended
                                                                   December 31, 2014
                                                                   -----------------

                          Adjusted             Adjusted                Adjusted                 Adjusted

                          Operating             EBITDAR                Net Income                Diluted

                            Income                                                              Earnings

                                                                                                   Per

                                                                                                  Share
                                                                                                  -----

                                                       (In thousands, except per share amounts)

    Gain on sale of
     unconsolidated
     affiliate (4)                           $         -                                           $3,921                  $2,549              $0.07

    North America
     restructuring (11)                (1,611)                            (1,611)                            (1,047)      (0.03)

    CEO succession (12)                (5,501)                            (5,501)                            (3,576)      (0.10)

    Impairment of
     inventories (5)                   (7,167)                            (7,167)                            (5,734)      (0.16)

    Repurchase of 6 1/4%
     Senior Notes (6)                        -                            (2,591)                            (2,113)      (0.06)

    Accounting correction
     (7)                              (4,071)                            (4,071)                            (3,216)      (0.09)

    Accrued maintenance
     cost reversal (8)                     813                                 813                                 642         0.02

    Total special items                        $(17,537)                                        $(16,207)              $(12,495)    (0.35)
                                                ========                                          ========                ========



    _________

               (1)    Relates to severance expense included in
                       direct costs and general and
                       administrative expense from our
                       voluntary and involuntary separation
                       programs.


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


               (3)    Relates to the valuation of deferred tax
                       assets.


               (4)    Relates to a gain resulting from the
                       sale of our 50% interest in HCA.


               (5)    Relates to increase in inventory
                       allowance as a result of our review of
                       excess inventory on aircraft model
                       types we ceased ownership of or
                       classified all or a significant portion
                       of as held for sale.


               (6)    Relates to premium and fees associated
                       with the repurchase of some of our 6
                       1/4% Senior Notes due 2022.


               (7)    Relates to an accounting correction that
                       impacted income by $4.2 million and
                       $3.2 million for the three and nine
                       months ended December 31, 2014,
                       respectively.


               (8)    Relates to the reversal maintenance
                       costs associated with a prior
                       obligation to repair certain aircraft
                       in our fleet we ultimately did not
                       incur.


               (9)    Relates to an impairment of goodwill of
                       our Bristow Norway reporting unit
                       within our Europe Caspian region and
                       Bristow Academy reporting unit within
                       Corporate and other.


              (10)    Relates to the accounting for changes in
                       the redeemable value of put
                       arrangements whereby the noncontrolling
                       interest holders in Airnorth and
                       Eastern Airways may require us to
                       redeem the remaining shares in these
                       companies.  This change does not impact
                       net earnings (loss), but rather is
                       accounted for as a reduction of
                       earnings (loss) available to common
                       shareholders in the calculation of
                       diluted earnings (loss) per share.


              (11)    Relates to a charges associated with the
                       restructuring of our North America
                       operations and planned closure of our
                       Alaska operations which related
                       primarily to employee severance and
                       retention costs.


              (12)   Relates to CEO succession cost.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/bristow-group-reports-financial-results-for-its-2016-fiscal-third-quarter-and-nine-months-ended-december-31-2015-300216909.html

SOURCE Bristow Group Inc.