-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DNFon6Ixlreqw+CEQR9aDe8TOuBa6g88NCpK62/cEKDWAepAbWWB5i1fE+rGtsSw /E/omtfSI+Pt7SOX06UJvw== 0001157523-06-001686.txt : 20060216 0001157523-06-001686.hdr.sgml : 20060216 20060216154840 ACCESSION NUMBER: 0001157523-06-001686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060215 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bristow Group Inc CENTRAL INDEX KEY: 0000073887 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720679819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31617 FILM NUMBER: 06625258 BUSINESS ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7132677600 MAIL ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: OFFSHORE LOGISTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 a5083042.txt BRISTOW GROUP INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2006 ------------------------------ Bristow Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-31617 72-0679819 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2000 W. Sam Houston Parkway South, Suite 1700 Houston, Texas 77042 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 267-7600 Former Name or Former Address, if Changed Since Last Report: ------------------------------ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure. On February 15, 2006, Bristow Group Inc. (the "Company"), formerly Offshore Logistics, Inc., issued a press release which summarized its financial results for the three-month and nine-month periods ended December 31, 2005 (the "Financial Results"). This press release was issued in anticipation of a conference call and Q&A session starting at 5:00 EST (4:00 CST) on Thursday, February 16, 2006 to review the Financial Results. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description of Exhibit -------------- ---------------------- 99.1 Press Release dated February 15, 2006 Limitation on Incorporation by Reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 and the related exhibit furnished in Item 9.01 of this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in Item 7.01 and the related exhibit furnished in Item 9.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 16, 2006 BRISTOW GROUP INC. (Registrant) By: /s/ Joseph A. Baj ---------------------- Joseph A. Baj Vice President, Treasurer and Secretary EX-99.1 2 a5083042ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Bristow Group Summarizes Financial Results for Its Fiscal 2006 Third Quarter HOUSTON--(BUSINESS WIRE)--Feb. 15, 2006--Bristow Group Inc. (NYSE:BRS), formerly Offshore Logistics, Inc., today summarized financial results for its fiscal third quarter ended Dec. 31, 2005, which were reported in its Form 10-Q filing dated Feb. 9, 2006. For the three months ended Dec. 31, 2005, net income was $13.4 million or $0.57 per diluted share on 23.6 million shares, compared to restated net income of $10.1 million or $0.43 per diluted share on 23.6 million shares for the three months ended Dec. 31, 2004. Revenues for the third quarter of fiscal 2006 totaled $192.3 million versus a restated $172.2 million for the same three-month period of fiscal 2005. For the nine months ended Dec. 31, 2005, net income was $40.0 million or $1.70 per diluted share on 23.6 million weighted average shares, compared to restated net income of $38.3 million or $1.65 per diluted share on 23.3 million shares for the nine months ended Dec. 31, 2004. Revenues for the first nine months of fiscal 2006 totaled $567.6 million versus a restated $503.2 million for the same nine-month period of fiscal 2005. Financial results for the three- and nine-month periods ended Dec. 31, 2004 were affected by restatements that reflect adjustments to accrue for liabilities and expenses identified in connection with the Company's internal review, to properly report customer reimbursables as revenues rather than offsetting such amounts against the related expenses, and to properly record expenses for severance benefits and payroll taxes associated with certain foreign subsidiaries. These matters are more fully discussed in the Dec. 31, 2005 Form 10-Q. At Dec. 31, 2005, the Company's consolidated balance sheet reflected $508.6 million in stockholders' investment, $129.1 million in cash and cash equivalents and $262.6 million of indebtedness. William E. Chiles, president and chief executive officer of Bristow Group Inc., said, "We are pleased to deliver improving financial results and our first 'on time' 10-Q filing in the past year, despite management's attention on winding up the previously reported internal reviews. These improvements coupled with other positive ongoing changes, including the recent addition to our management team, corporate re-branding as Bristow Group Inc., and the integration and consolidation of our business units, cause us to be optimistic about the company's future." Conference Call Scheduled Management will conduct a conference call starting at 5:00 p.m. EST (4:00 p.m. CST) on Feb. 16, 2006, to review financial results for the three and nine months ended Dec. 31, 2005. The conference call can be accessed as follows: Via Webcast: -- Visit Bristow Group's investor relations Web page at http://www.bristowgroup.com -- Click on the link for "FY2006 Third Quarter Conference Call" -- Webcast replay available approximately one hour after the call's completion Via Telephone within U.S.: -- Toll free 866-700-6067, passcode: 29146704 -- A telephone replay will be available through March 16, 2006 by dialing toll free 888-286-8010, passcode: 90085903 Via Telephone outside the U.S.: -- Dial 617-213-8834, passcode: 29146704 -- A telephone replay will be available through March 16, 2006 by dialing 617-801-6888, passcode: 90085903 About Bristow Group Inc. Bristow Group Inc., formerly Offshore Logistics, Inc., is a major provider of helicopter transportation services to the oil and gas industry worldwide. Through its subsidiaries, affiliates and joint ventures, the Company provides transportation services in most oil and gas producing regions including the U.S. Gulf of Mexico and Alaska, the North Sea, Africa, Mexico, South America, Australia, Russia, Egypt and the Far East. Additionally, the Company is a leading provider of production management services for oil and gas production facilities in the U.S. Gulf of Mexico. The Company's Common Stock is traded on the New York Stock Exchange under the symbol BRS. 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. 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 annual report on From 10-K for the year ended March 31, 2005 and the Company's reports on Form 10-Q for the quarter ended Dec. 31, 2005. 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. BRISTOW GROUP INC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended December 31, December 31, -------------------- -------------------- 2005 2004 2005 2004 (Restated) (Restated) Operating revenues $192,267 $172,167 $567,609 $503,195 Operating expenses: Direct costs 148,170 133,107 433,296 382,749 Depreciation and amortization 10,653 10,790 32,160 31,820 General and administrative 15,338 11,075 46,005 33,084 Loss (gain) on disposal of assets 374 (2,021) 1,276 (8,177) --------- ---------- --------- ---------- 174,535 152,951 512,737 439,476 --------- ---------- --------- ---------- Operating income 17,732 19,216 54,872 63,719 Earnings from unconsolidated affiliates, net of losses 1,351 1,769 1,770 5,690 Interest income 898 985 2,879 2,168 Interest expense (3,903) (4,056) (11,288) (11,970) Other income (loss), net 2,296 (2,599) 4,308 (2,038) --------- ---------- --------- ---------- Income before provision for income taxes and minority interest 18,374 15,315 52,541 57,569 Provision for income taxes 4,984 5,146 12,453 18,924 Minority interest 10 (61) (84) (299) --------- ---------- --------- ---------- Net income $13,400 $10,108 $40,004 $38,346 ========= ========== ========= ========== Net income per common share: Basic $0.57 $0.43 $1.71 $1.67 ========= ========== ========= ========== Diluted $0.57 $0.43 $1.70 $1.65 ========= ========== ========= ========== Weighted average common shares outstanding: Basic 23,343 23,272 23,335 22,954 ========= ========== ========= ========== Diluted 23,598 23,617 23,601 23,311 ========= ========== ========= ========== BRISTOW GROUP INC. AND SUBSIDIARIES SELECTED OPERATING DATA (In thousands, except percentages) (Unaudited) Three Months Ended Nine Months Ended December 31, December 31, -------------------- -------------------- 2005 2004 2005 2004 --------- ---------- --------- ---------- (Restated) (Restated) Flight hours (excluding unconsolidated affiliates): Helicopter Services: North America 36,211 28,180 109,443 92,604 South and Central America 9,569 9,560 29,198 33,307 Europe 9,329 9,500 29,323 31,942 West Africa 9,108 8,971 26,647 25,374 Southeast Asia 3,117 3,341 8,844 8,850 Other International 1,487 460 4,209 1,616 --------- ---------- --------- ---------- Total 68,821 60,012 207,664 193,693 ========= ========== ========= ========== Three Months Ended Nine Months Ended December 31, December 31, -------------------- -------------------- 2005 2004 2005 2004 --------- ---------- --------- ---------- (Restated) (Restated) Operating revenue: Helicopter Services: North America $56,869 $42,832 $170,570 $134,309 South and Central America 11,427 13,167 31,645 41,257 Europe 65,464 65,238 197,521 190,958 West Africa 29,830 25,749 85,605 71,346 Southeast Asia 15,789 14,990 44,197 39,533 Other International 6,684 4,613 19,281 11,615 Intrasegment eliminations (9,545) (7,550) (28,151) (23,628) --------- ---------- --------- ---------- Total Helicopter Services 176,518 159,039 520,668 465,390 Production Management Services 16,253 14,943 50,163 43,264 Corporate 4,245 2,445 9,836 7,590 Intersegment eliminations (4,749) (4,260) (13,058) (13,049) --------- ---------- --------- ---------- Consolidated total $192,267 $172,167 $567,609 $503,195 ========= ========== ========= ========== Operating income: Helicopter Services: North America $8,785 $4,053 $33,160 $19,356 South and Central America 1,392 2,862 2,053 9,533 Europe 7,005 8,473 22,503 21,294 West Africa 2,596 1,672 7,041 6,713 Southeast Asia 1,701 1,791 2,785 3,858 Other International 1,402 43 3,198 (634) --------- ---------- --------- ---------- Total Helicopter Services 22,881 18,894 70,740 60,120 Production Management Services 1,117 1,219 3,675 2,985 Gain (loss) on disposal of assets (374) 2,021 (1,276) 8,177 Corporate (5,892) (2,918) (18,267) (7,563) --------- ---------- --------- ---------- Consolidated total $17,732 $19,216 $54,872 $63,719 ========= ========== ========= ========== Operating margin: Helicopter Services: North America 15.4% 9.5% 19.4% 14.4% South and Central America 12.2% 21.7% 6.5% 23.1% Europe 10.7% 13.0% 11.4% 11.2% West Africa 8.7% 6.5% 8.2% 9.4% Southeast Asia 10.8% 11.9% 6.3% 9.8% Other International 21.0% 0.9% 16.6% (5.5)% Total Helicopter Services 13.0% 11.9% 13.6% 12.9% Production Management Services 6.9% 8.2% 7.3% 6.9% Consolidated total 9.2% 11.2% 9.7% 12.7% BRISTOW GROUP INC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) December 31, March 31, 2005 2005 ------------ ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $129,053 $146,440 Accounts receivable 154,906 133,839 Inventories 149,804 140,706 Prepaid expenses and other 25,030 11,459 ------------ ------------ Total current assets 458,793 432,444 Investments in unconsolidated affiliates 40,028 37,176 Property and equipment -- at cost: Land and buildings 34,685 32,543 Aircraft and equipment 825,019 827,031 ------------ ------------ 859,704 859,574 Less: accumulated depreciation and amortization (257,143) (250,512) ------------ ------------ 602,561 609,062 Goodwill 26,837 26,809 Other assets 45,090 44,085 ------------ ------------ $1,173,309 $1,149,576 ============ ============ LIABILITIES AND STOCKHOLDERS' INVESTMENT Current liabilities: Accounts payable $41,757 $35,640 Accrued liabilities 122,356 101,904 Deferred taxes 5,839 17,740 Current maturities of long-term debt 4,548 6,413 ------------ ------------ Total current liabilities 174,500 161,697 Long-term debt, less current maturities 258,089 255,667 Other liabilities and deferred credits 160,443 164,728 Deferred taxes 67,501 69,977 Minority interest 4,186 4,514 Commitments and contingencies Stockholders' investment: Common Stock, $0.01 par value, authorized 35,000,000 shares; outstanding 23,345,508 shares and 23,314,708 shares at December 31 and March 31, respectively (exclusive of 1,281,050 treasury shares) 233 233 Additional paid-in capital 157,837 157,100 Retained earnings 429,719 389,715 Accumulated other comprehensive loss (79,199) (54,055) ------------ ------------ 508,590 492,993 ------------ ------------ $1,173,309 $1,149,576 ============ ============ CONTACT: Bristow Group Inc., Houston Investor Relations: Joe Baj, 713-267-7605 -----END PRIVACY-ENHANCED MESSAGE-----