form8k-080509.htm

60; EXHIBIT 99.1

FOR IMMEDIATE RELEASE

News Release

Linda McNeill, Investor Relations

(713) 267-7622

BRISTOW GROUP REPORTS FISCAL 2010 FIRST QUARTER

FINANCIAL RESULTS

HOUSTON, August 6, 2009 – Bristow Group Inc. (NYSE: BRS) today reported financial results for its fiscal 2010 first quarter ended June 30, 2009.

Highlights include:

§	Revenue of $290.5 million, an increase of 2% from the June 2008 quarter and 6% from the March 2009 quarter.

§	Operating income of $44.8 million, an increase of 14% from the June 2008 quarter and a decrease of 6% from the March 2009 quarter.

§	Net income of $23.7 million, a 5% increase from the June 2008 quarter and an 8% decrease from the March 2009 quarter.

§	Diluted earnings per share of $0.66, a decrease versus the June 2008 and March 2009 quarters.

§	Net cash generated by operating activities was $35 million in the June 2009 quarter.

§	On May 26, 2009, we acquired a 42.5% interest in Líder Aviação Holding S.A. (“Líder”), the largest provider of helicopter services in Brazil, which contributed $1.3 million to operating income in the June 2009 quarter.

§	Our results for the June 2009 quarter were impacted by following significant items:

─	An increase in severance costs primarily driven by the departure of an executive officer that resulted in decreases in operating income of $4.2 million, net income of $3.0 million and diluted earnings per share of $0.08.

─	Earnings recognized from our investment in Líder that increased operating income by $1.3 million, net income by $0.9 million and diluted earnings per share by $0.03.

─

Changes in foreign currency exchange rates, which when compared to rates in the June 2008 quarter resulted in decreases in revenue of $35.0 million, operating income of $3.0 million, net income of $3.5 million and diluted earnings per share of $0.10, and when compared to rates in the March 2009 quarter resulted in increases in revenue of $10.8 million and operating income of $2.6 million, but had little impact on net income and diluted earnings per share.

§	Items that occurred in the June 2008 quarter which affect the comparability of our financial results include:

─	The reorganization of our operations in Mexico that increased operating income by $4.4 million, net income by $3.7 million and diluted earnings per share by $0.12.

─	An increase in Australia’s compensation costs due to adjustments in employee tax and leave accruals relating to prior periods that resulted in a decrease of operating income of $1.3 million, net income of $0.9 million and diluted earnings per share of $0.03.

─	Inventory charges in the Eastern Hemisphere (“EH”) Centralized Operations business unit that decreased operating income by $2.0 million, net income by $1.4 million and diluted earnings per share by $0.04.

§	Items that occurred in the March 2009 quarter which affect the comparability of our financial results include:

─

The net reduction in expense in Australia upon resolution of a local tax matter, which was partially offset by expense recorded for other local tax matters. These items collectively resulted in an increase in operating income of $1.3 million, net income of $0.8 million and diluted earnings per share of $0.02.

─

A reduction in maintenance expense in our EH Centralized Operations business unit associated with a credit resulting from the renegotiation of a “power by the hour” contract for aircraft maintenance with a third party provider, which increased operating income by $6.8 million, net income by $4.4 million and diluted earnings per share by $0.12.

─	An increase in our overall effective tax rate to 35.0% resulting from a one time provision for potential foreign taxes and a settlement of tax contingencies related to certain foreign income taxes, which decreased net income by $4.7 million and diluted earnings per share by $0.13.

Capital and Liquidity

§	At June 30, 2009, key balance sheet items, capital commitments and liquidity sources were:

─	$1.3 billion in stockholders’ investment and $724 million of indebtedness.

─	$138 million in cash and a $100 million undrawn revolving credit facility.

─	$169 million in aircraft purchase commitments for 17 aircraft.

CEO Remarks

“Despite the current global economic situation and the impact on our industry, we are pleased with our June 2009 quarter results as we continue to experience good activity levels in a number of markets including Nigeria, the North Sea and Brazil. In Nigeria, activity levels continue to be strong despite a challenging political environment. In the North Sea, results were strong due to a temporary increase in ad hoc flying and other short-term contracts, as well as improved margins for Bristow Norway. In Brazil, our fiscal first quarter results included a contribution from our recent investment in Líder. Our results for the U.S. Gulf of Mexico were comparable to the March 2009 quarter, and were not impacted to the degree that other service companies have experienced. This is driven by our efforts to retain stable pricing and upgrade our fleet to larger, more efficient and more profitable aircraft,” said William E. Chiles, President and Chief Executive Officer of Bristow Group.

“We continue to operate in a challenging economic and industry environment with significant volatility in energy prices, which has a direct impact on our customers’ activity levels and translates into uncertainty in our business. However, we believe we are properly positioned and have the liquidity and financial flexibility to weather this uncertain market,” Chiles concluded.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. EDT (9:00 a.m. CDT) on Thursday, August 6, 2009, to review financial results for the June 2009 quarter. 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 2010 First Quarter Earnings Conference Call”

§	Replay: A replay via webcast will be available approximately one hour after the call’s completion and will be accessible for approximately 90 days

Via Telephone within the U.S.:

§	Live: Dial toll free (877) 941-8631

§	Replay: A telephone replay will be available through August 20, 2009 and may be accessed by calling toll free (800) 406-7325, passcode: 4114028#

Via Telephone outside the U.S.:

§	Live: Dial (480) 629-9819

§	Replay: A telephone replay will be available through August 20, 2009 and may be accessed by calling (303) 590-3030, passcode: 4114028#

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is a leading provider of helicopter services to the worldwide offshore energy industry. Through its subsidiaries, affiliates and joint ventures, the Company has major transportation operations in the U.S. Gulf of Mexico and the North Sea, and in most of the other major offshore oil and gas producing regions of the world, including Alaska, Australia, Brazil, Mexico, Nigeria, Norway 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 the impact of activity levels, commodity prices, market conditions, liquidity and financial flexibility. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2009 and annual report on Form 10-K for the fiscal year ended March 31, 2009. 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.

(financial tables follow)

Beginning in the June 2009 quarter, the following changes in presentation have been reflected:

Gain on disposal of assets which was previously included within operating expense has been reclassified to be included as a separate line below operating expense, but still within operating income. We believe that this presentation is preferable in order to provide a clearer presentation of our operating expenses.

·	Earnings from unconsolidated affiliates which were previously excluded from operating income are now included in this section. We believe that this presentation is preferable as the operations of our unconsolidated affiliates are integral to our operations.

With respect to our segment information, there is no longer a Southeast Asia business unit. Australia is now a separate business unit and Malaysia, China and Vietnam are now included in the Other International business unit. Additionally, we previously recorded certain cost reimbursement intercompany transactions between the EH Centralized Operations business unit and other business units as intrasegment revenue. We have reclassified these cost reimbursements from revenue to a reduction in expense.

We adopted Financial Accounting Standards Board Staff Position (“FSP”) Accounting Principles Board 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion.” This FSP requires that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be accounted for with a liability component based on the fair value of a similar nonconvertible debt instrument and an equity component based on the excess of the initial proceeds from the convertible debt instrument over the liability component. Such excess represents proceeds related to the conversion option and is recorded as accumulated paid in capital. The liability is recorded at a discount, which is then amortized as additional non-cash interest expense over the convertible debt instrument’s remaining life. Additionally, this FSP requires our bifurcation of the debt issuance costs into a component of debt and equity. Our adoption of this FSP has been applied retrospectively to all past periods presented for our 3% Convertible Senior Notes issued in June 2008 which are subject to this FSP.

We adopted Statement of Financial Accounting Standards ("SFAS") No. 160, “Noncontrolling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51,” that changed the accounting and reporting for minority interests. Upon adoption of SFAS No. 160, we have presented noncontrolling interest as stockholders’ investment on our consolidated balance sheets as of March 31 and June 30, 2009 and presented net income attributable to noncontrolling interests separately on our consolidated statements of income for the three months ended June 30, 2008 and 2009. Prior year amounts were previously included in mezzanine stockholders’ investment and minority interest expense on our consolidated balance sheets and consolidated statements of income, respectively.

In addition to statement of income and segment information for the three months ended June 30, 2008 and 2009, we have presented in the tables below the revised statements of income and segment information for the quarters ended September 30, 2008, December 31, 2008 and March 31, 2009 based on this new presentation and the retroactive adoption of the accounting standards discussed above.

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	June 30, 2008			Sept. 30, 2008			Dec. 31, 2008			March 31, 2009			June 30, 2009
Gross revenue:
Operating revenue from non-affiliates	$	241,134		$	248,526		$	236,491		$	237,909		$	248,891
Operating revenue from affiliates		17,270			18,430			16,792			12,412			14,602
Reimbursable revenue from non-affiliates		24,371			23,208			28,617			23,412			25,853
Reimbursable revenue from affiliates		1,348			1,524			1,087			1,272			1,106
		284,123			291,688			282,987			275,005			290,452
Operating expense:
Direct cost		186,973			188,393			176,038			166,971			180,677
Reimbursable expense		26,067			24,681			28,689			23,550			26,657
Depreciation and amortization		14,955			15,485			16,663			18,411			18,186
General and administrative		27,206			25,984			25,586			24,880			28,802
		255,201			254,543			246,976			233,812			254,322

Gain on disposal of assets		2,665			3,302			37,678			1,660			6,009
Earnings from unconsolidated affiliates, net of losses		7,723			1,971			(1,417	)		4,947			2,633
Operating income		39,310			42,418			72,272			47,800			44,772

Interest income		1,447			3,205			1,087			265			222
Interest expense		(8,602	)		(9,065	)		(8,276	)		(9,207	)		(10,012	)
Other income (expense), net		1,692			2,070			(1,522	)		1,128			(1,481	)
Income before provision for income taxes		33,847			38,628			63,561			39,986			33,501
Provision for income taxes		(10,564	)		(10,069	)		(15,861	)		(14,000	)		(9,510	)
Income from continuing operations		23,283			28,559			47,700			25,986			23,991
Net income attributable to noncontrolling interests		(703	)		(952	)		(535	)		(137	)		(268	)
Net income from continuing operations attributable to Bristow		22,580			27,607			47,165			25,849			23,723

Discontinued operations:
Loss from discontinued operations before provision for income taxes		—			(379	)		—			—			—
Provision for income taxes on discontinued operations		—			133			—			—			—
Loss from discontinued operations		—			(246	)		—			—			—
Net income attributable to Bristow		22,580			27,361			47,165			25,849			23,723
Preferred stock dividends		(3,162	)		(3,163	)		(3,162	)		(3,163	)		(3,162	)
Net income available to common stockholders	$	19,418		$	24,198		$	44,003		$	22,686		$	20,561

Basic earnings per common share:
Earnings from continuing operations	$	0.78		$	0.84		$	1.51		$	0.78		$	0.71
Loss from discontinued operations		—			(0.01	)		—			—			—
Net earnings	$	0.78		$	0.83		$	1.51		$	0.78		$	0.71

Diluted earnings per common share:
Earnings from continuing operations	$	0.72		$	0.77		$	1.32		$	0.72		$	0.66
Loss from discontinued operations		—			—			—			—			—
Net earnings	$	0.72		$	0.77		$	1.32		$	0.72		$	0.66

Weighted average number of common shares outstanding:
Basic		24,848			29,085			29,101			29,110			29,133
Diluted		31,552			35,636			35,628			35,748			35,782

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

			March 31,			June 30,
			2009			2009
ASSETS
Current assets:
	Cash and cash equivalents		$	300,969		$	138,295
	Accounts receivable from non-affiliates			194,030			208,481
	Accounts receivable from affiliates			22,644			23,580
	Inventories			165,438			184,190
	Prepaid expenses and other assets			20,226			58,856
		Total current assets		703,307			613,402
Investment in unconsolidated affiliates				20,265			199,734
Property and equipment – at cost:
	Land and buildings			68,961			75,277
	Aircraft and equipment			1,823,011			1,877,295
				1,891,972			1,952,572
	Less – Accumulated depreciation and amortization			(350,515	)		(378,846	)
				1,541,457			1,573,726
Goodwill				44,654			46,808
Other assets				24,888			24,409
			$	2,334,571		$	2,458,079

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
	Accounts payable		$	44,892		$	61,490
	Accrued wages, benefits and related taxes			39,939			28,996
	Income taxes payable			—			551
	Other accrued taxes			3,357			2,654
	Deferred revenues			17,593			18,872
	Accrued maintenance and repairs			10,317			10,934
	Accrued interest			6,434			8,608
	Deposits on assets held for sale			—			23,764
	Other accrued liabilities			20,164			21,545
	Deferred taxes			6,195			11,042
	Short-term borrowings and current maturities of long-term debt			8,948			8,953
		Total current liabilities		157,839			197,409
Long-term debt, less current maturities				714,965			714,553
Accrued pension liabilities				81,380			96,384
Other liabilities and deferred credits				16,741			18,061
Deferred taxes				127,266			133,138
Commitments and contingencies
Stockholders’ investment:
	5.50% mandatory convertible preferred stock			222,554			222,554
	Common stock			291			293
	Additional paid-in capital			436,296			439,712
	Retained earnings			718,493			739,054
	Noncontrolling interests			11,200			11,811
	Accumulated other comprehensive loss			(152,454	)		(114,890	)
				1,236,380			1,298,534
			$	2,334,571		$	2,458,079

BRISTOW GROUP INC. AND SUBSIDIARIES

SELECTED OPERATING DATA

(In thousands, except flight hours and percentages)

(Unaudited)

	Three Months Ended
	June 30, 2008		Sept. 30, 2008		Dec. 31, 2008		March 31, 2009		June 30, 2009
Flight hours (excludes Bristow Academy and unconsolidated affiliates):
U.S. Gulf of Mexico		37,639		34,891		25,553		19,603		20,421
Arctic		2,437		3,695		1,279		1,082		2,348
Latin America		8,539		9,595		10,836		9,281		8,586
Europe		10,306		10,265		13,241		13,681		14,855
West Africa		9,598		9,647		9,884		9,898		8,950
Australia		4,040		3,813		3,649		3,585		2,880
Other International		2,895		2,851		2,793		2,235		2,493
Consolidated total		75,454		74,757		67,235		59,365		60,533

Gross Revenue:
U.S. Gulf of Mexico	$	61,509		$	62,491		$	53,695		$	45,006		$	45,461
Arctic		4,243			6,840			3,005			2,637			4,395
Latin America		20,206			19,051			20,707			20,569			19,559
WH Centralized Operations		2,260			2,909			3,134			(453	)		1,485
Europe		95,430			98,303			102,477			105,294			115,043
West Africa		43,300			47,010			50,478			51,639			54,817
Australia		33,113			29,226			25,029			26,433			28,163
Other International		16,788			18,370			17,076			14,636			13,435
EH Centralized Operations		2,315			4,057			2,796			2,966			3,659
Bristow Academy		6,151			5,572			5,563			7,113			7,293
Intrasegment eliminations		(1,224	)		(2,137	)		(973	)		(891	)		(2,860	)
Corporate		32			(4	)		—			56			2
Consolidated total	$	284,123		$	291,688		$	282,987		$	275,005		$	290,452

Operating income (loss):
U.S. Gulf of Mexico	$	7,989		$	8,263		$	8,721		$	6,732		$	6,240
Arctic		519			1,900			184			(5	)		605
Latin America		9,701			3,973			5,501			3,903			4,779
WH Centralized Operations		(676	)		904			(2,509	)		(4,172	)		(3,209	)
Europe		19,466			22,211			13,757			19,811			18,778
West Africa		6,516			8,024			13,167			18,603			14,238
Australia		2,145			(1,218	)		2,850			7,068			6,175
Other International		3,298			3,945			5,429			7,257			3,287
EH Centralized Operations		(5,422	)		(2,243	)		(4,705	)		(6,622	)		(2,893	)
Bristow Academy		546			(159	)		(168	)		534			931
Gain on disposal of assets		2,665			3,302			37,678			1,660			6,009
Corporate		(7,437	)		(6,484	)		(7,633	)		(6,969	)		(10,168	)
Consolidated total	$	39,310		$	42,418		$	72,272		$	47,800		$	44,772

Operating margin:
U.S. Gulf of Mexico	13.0	%	13.2	%	16.2	%	15.0	%	13.7	%
Arctic	12.2	%	27.8	%	6.1	%	-0.2	%	13.8	%
Latin America	48.0	%	20.9	%	26.6	%	19.0	%	24.4	%
Europe	20.4	%	22.6	%	13.4	%	18.8	%	16.3	%
West Africa	15.0	%	17.1	%	26.1	%	36.0	%	26.0	%
Australia	6.5	%	-4.2	%	11.4	%	26.7	%	21.9	%
Other International	19.6	%	21.5	%	31.8	%	49.6	%	24.5	%
Bristow Academy	8.9	%	-2.9	%	-3.0	%	7.5	%	12.8	%
Consolidated total	13.8	%	14.5	%	25.5	%	17.4	%	15.4	%

# # #


Exhibit Number		Description of Exhibit
	99.1	Press Release summarizing financial results dated August 6, 2009


	BRISTOW GROUP INC.
Date: August 6, 2009	By:	/s/ Randall A. Stafford
		Randall A. Stafford
		Vice President and General Counsel, Corporate Secretary


Delaware (State or other jurisdiction of incorporation)		001-31617 (Commission File Number)		72-0679819 (IRS Employer Identification No.)


2000 W. Sam Houston Pkwy S., Suite 1700 Houston, Texas (Address of principal executive offices)		77042 (Zip Code)


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))