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): May 26, 2016

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

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

2103 City West Blvd., 4th Floor 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: NONE

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 May 26, 2016, Bristow Group Inc. posted the Fourth Quarter FY2016 Earnings Presentation to its website at www.bristowgroup.com. This presentation is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished, not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Accordingly, the information contained in Exhibit 99.1 will not be incorporated by reference into any registration statement or other document filed by Bristow Group Inc. pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Fourth Quarter FY2016 Earnings Presentation posted on May 26, 2016.

SIGNATURES

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.

	BRISTOW GROUP INC.
Date: May 26, 2016	By:	/s/ Brian J. Allman
		Brian J. Allman
		Vice President, Chief Accounting Officer

EX-99.1

Fourth quarter FY16 earnings presentation

Bristow Group Inc.

May 26, 2016

Exhibit 99.1

2

Forward-looking statements

Statements contained in this presentation 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 and earnings growth, expected contract revenue, capital

deployment strategy, operational and capital performance, impact of new contracts, cost reduction initiatives,

capex deferral, 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 and Operational

Excellence programs; availability of employees with the necessary skills; and political instability, war or acts of

terrorism in any of the countries in which 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 annual report on Form 10-K for the fiscal year

ended March 31, 2015 and quarterly report on Form 10-Q for the three months ended December 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.

Executive summary and safety

review

4

Q4 FY16 operational safety review

1)

AAR includes commercial operations for Bristow Group and consolidated affiliates, Eastern Airways and Airnorth

2)

FY13 AAR of 0.96 amended to include confirmed NAIB accident classification for 5N-BFF accident in October 2012

3)

TRIR beginning in FY15  includes consolidated commercial operations, corporate, Bristow Academy, Eastern Airways, and Airnorth

employees

Total Recordable Injury Rate

3

(TRIR) per

200,000 man hours (cumulative)

•

Heightened focus

not only

on

safety

compliance but also safety

performance

in

light of FY16

accidents

Comprehensive external review of

operations, maintenance and

training in all regions to be

accomplished by 1QFY17 . . .

. . . Which forms our Global Safety

Improvement Plan and Target Zero

for FY17

•

HeliOffshore is delivering tools and

information, (such as the new HUMS

manual) to improve frontline

operational safety

Air Accident Rate

1

(AAR) per 100,000

flight hours (fiscal year)

2

0.53

0.53

1.44

0.00

0.00

1.04

FY11

FY12

FY13

FY14

FY15

FY16

0.42

0.27

0.31

0.26

0.23

0.37

FY11

FY12

FY13

FY14

FY15

FY16

5

Improving liquidity through strong operating cash

flow and lower capital spend

Total liquidity

$299

$360

•

Cost reductions and capital

efficiency initiatives improve

liquidity as market remains

difficult

•

Execution of three AW139

sale-leasebacks improves

liquidity and demonstrates

market confidence in aircraft

values

•

Declining FY17 capex

requirements as U.K. SAR

implementation completes

and discussions with OEMs

continue

167

255

132

105

100

150

200

250

300

350

400

Q3 FY16

Q4 FY16

Undrawn borrowing capacity

Cash

6

We are in control of our future with improvements

to safety and financial strength underway

•

Continued cash flow optimization through capital deferral, prior

dividend reduction, and working capital management

•

Execution of successful FY16 cost cutting initiatives that

continue into FY17 to make Bristow more competitive

•

Global opportunities for new contracts and market share

gains are being pursued evidenced by several recent wins

FY17

action

plan

Financial

covenants

•

Amended bank covenants in order to provide financial flexibility

through the oil and gas downturn

•

Replaced existing leverage ratio with senior secured leverage ratio

(as of March 31, 2016, leverage ratio was 2.58x (max 4.25x))

•

Replaced existing interest coverage ratio with current ratio (as of

March 31, 2016, current ratio was 1.99x (min 1.0x))

7

H225 fleet action

•

On

Friday

April

29,

2016,

during

a

flight

returning

from

an

offshore

platform

in

Norway,

an

accident

occurred

involving

another

operator’s

H225

•

Both

the

U.K.

CAA

and

the

Norway

CAA

issued

safety

directives

requiring

operators

to

suspend

all

operations

of

H225

aircraft,

excluding

those

on

search

and

rescue

missions.

Bristow

took

the

added

precaution

of

voluntarily

suspending

global

operations

of

H225s

•

Bristow

currently

is

not

flying

a

total

of

20

H225s

globally:

13

H225

helicopters

in

the

U.K.,

1

H225

in

Norway

(4

SAR

H225s

remain

operational

in

Norway)

and

6

H225

aircraft

in

Australia

(3

LIMSAR

H225

remain

operational

in

Australia)

•

Bristow

has

increased

utilization

of

other

in-region

aircraft

including

our

76

S-92

aircraft

and

has

moved,

or

is

moving,

available

aircraft

to

minimize

or

eliminate

the

impact

to

our

clients

•

It

is

too

early

to

determine

the

positive

or

negative

financial

impact

8

Successful diversification provides timely revenue and

reduces the impact of the oil and gas downturn

96%

2%

88%

9%

3%

Operating revenue by business line

2%

76%

13%

11%

•

Successful diversification

with

non-oil and gas revenue up

to

~24%

this year, compared to

~4% in

FY14

•

Nine of ten U.K. SAR

bases 

operational with total 

remaining capital of $165

million (including

aircraft)

•

Fixed wing

businesses

contributed ~$43 million

of EBITDAR in

FY16

-

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

FY14

FY15

FY16

U.K. SAR

Fixed wing

Oil and gas

9

FY17 guidance

1)  FY17 guidance assumes FX rates as of March 31, 2016

2)  EBITDAR excludes corporate overhead allocations and is consistent with financial reporting

As market conditions remain highly dynamic, our FY17 guidance

focuses on our most stable revenue streams and fixed costs 

FY17

guidance

as

of

March

31,

2016

U.K. SAR

Revenue

~$205M -

$230M

G&A

expense

~$195M

-

$215M

EBITDAR

~$95M -

$115M

Depreciation expense

~$110M

-

$130M

Eastern

Revenue

~$120M -

$135M

Rent expense

~$215M

-

$225M

EBITDAR

2

~$15M -

$20M

Interest expense

~$35M

-

$45M

Airnorth

Revenue

~$70M -

$85M

Non-aircraft capex

~$50M

annually

EBITDAR

2

~$15M -

$20M

1

2

10

Addressing challenges to emerge with strength

•

Primary

focus

remains

on

improving

safety

performance

and

reinforcing

Target

Zero

programs

•

Efforts

to

improve

liquidity

and

financial

flexibility

have

been

successful,

evidenced

by

20%

sequential

improvement

in

liquidity

and

amendment

of

bank

covenants

•

Global

opportunities

for

new

contracts

and

market

share

gains

are

being

pursued

evidenced

by

several

recent

wins

•

Continuing

successful

FY16

financial

improvement

initiatives

through

the

FY17

action

plan:

Company-wide productivity gains to improve our 

competitiveness

Other identified measures to maintain margins include efficiencies 

with our OEM and other partners including further capex deferral

Operational highlights

12

Q4 FY16 highlights

Adjusted EBITDAR

Operating revenue

$419

$375

$395

$375

$0

$100

$200

$300

$400

$500

$126

$87

$117

$87

30.2%

23.1%

29.6%

23.1%

0%

10%

20%

30%

40%

50%

60%

$0

$20

$40

$60

$80

$100

$120

$140

13

Europe Caspian

United

Kingdom

United

Kingdom

Norway

Norway

Turkmenistan

Turkmenistan

Operating revenue

Falkland

Islands

Falkland

Islands

Adjusted EBITDAR

$55

$62

11.5%

$66

$62

30.9%

29.9%

34.3%

29.9%

0%

10%

20%

30%

40%

50%

60%

$0

$10

$20

$30

$40

$50

$60

$70

Q4 FY15

Q4 FY16

Q3 FY16

Q4 FY16

$179

$207

15.3%

$192

$207

$0

$50

$100

$150

$200

$250

Q4 FY15

Q4 FY16

Q3 FY16

Q4 FY16

14

$ in millions

GAP SAR

U.K. SAR

Total

Operating revenue

$42.7

$134.5

$177.2

Adjusted EBITDAR

17.9

82.7

100.6

LACE (on contract)

4

14

18

LACE rate

$10.7

$9.6

$9.8

Total U.K. SAR - FY16

U.K. SAR

•

U.K. SAR ramp-up progressing with two additional bases opened

during the quarter, bringing the total to nine of ten operational

(including two GAP SAR bases)

•

Tenth and final base expected to begin operations in Q1 FY18

•

Total remaining U.K. SAR capex of ~$165 million (including ~$115

million for remaining eight AW189s)

•

U.K. SAR start up continues to benefit from synergies and efficiencies

gained from global oil and gas business

1) LACE count based on aircraft types specified in original contract

1

15

Africa

Nigeria

Nigeria

Egypt

Egypt

Operating revenue

Adjusted EBITDAR

$80

$47

$62

$47

$0

$20

$40

$60

$80

Q4 FY15

Q4 FY16

Q3 FY16

Q4 FY16

$39

$7

$18

$7

48.6%

14.9%

29.4%

14.9%

0%

10%

20%

30%

40%

50%

60%

$0

$10

$20

$30

$40

Q4 FY15

Q4 FY16

Q3 FY16

Q4 FY16

16

Americas

United

States

United

States

Canada

Canada

Brazil

Brazil

Trinidad

Trinidad

Operating revenue

Guyana

Guyana

Adjusted EBITDAR

$85

$65

$72

$65

$0

$20

$40

$60

$80

$100

Q4 FY15

Q4 FY16

Q3 FY16

Q4 FY16

$35

$16

$36

$16

40.8%

25.1%

49.8%

25.1%

0%

20%

40%

60%

80%

100%

$0

$10

$20

$30

$40

Q4 FY15

Q4 FY16

Q3 FY16

Q4 FY16

17

Líder

update

Líder adjusted EBITDAR

•

Petrobras

has followed the U.K. /

Norway directive and suspended

all H225 flights (seven on contract)

•

Líder

does not have any H225s in

its fleet

•

Minimal calendar year 2016

committed capex helps bolster

liquidity

•

Cost cutting and liquidity

preservation measures continue

71

119

111

86

19

0

20

40

60

80

100

120

140

CY12

CY13

CY14

CY15

Q1 CY16

18

Asia Pacific

Russia

Russia

Australia

Australia

Malaysia

Malaysia

Operating revenue

Adjusted EBITDAR

$20

$15

$17

$15

29.2%

26.6%

24.6%

26.6%

0%

10%

20%

30%

40%

$0

$5

$10

$15

$20

$25

Q4 FY15

Q4 FY16

Q3 FY16

Q4 FY16

$69

$58

$67

$58

$0

$20

$40

$60

$80

Q4 FY15

Q4 FY16

Q3 FY16

Q4 FY16

Appendix

20

Organizational chart -

as of March 31, 2016

Business Unit (% of current period operating revenue)

Corporate

Region

( # of aircraft )

Joint Venture  (#

of aircraft)

Key

Operated Aircraft

Bristow owned and/or operated 343

aircraft as of March 31, 2016

Affiliated Aircraft

Bristow affiliates and joint

ventures operated 120 aircraft

as of March 31, 2016

*   Includes corporate and other

Bristow

Europe

Caspian

50%

Africa

15%

Americas

18%

Asia Pacific

17%

BRS Academy

/ Other

0%*

U.K. –

87

Norway –

21

Nigeria –

50

U.S. GoM

–

56

Canada –

8

Australia –

39

Brazil –

6

Egypt –

0

Russia –

7

Tanzania –

1

Trinidad –

7

Turkmenistan –

1

Florida –

48

Nevada –

3

U.K. –

2

Líder

–

75

PAS –

45

Guyana –

4

Falklands –

3

21

Next Generation Aircraft

Mature Aircraft

Fair market value of our owned fleet is ~$2.1 billion and leased fleet is ~$1.7 billion

Medium capacity 12-15 passengers

Large capacity 16-25 passengers

Type

Capacity

Engine

Cons

Unconsl

Total

Large Helicopters

AW189

16

Twin turbine

5

-

5

H225

19

Twin turbine

27

-

27

Mil Mi 8

20

Twin turbine

7

-

7

Sikorsky S-92

19

Twin turbine

76

11

87

115

11

126

LACE

115

Medium Helicopters

AW139

12

Twin turbine

27

2

29

Bell 212

12

Twin turbine

-

14

14

Bell 412

13

Twin turbine

17

17

34

H155

13

Twin turbine

1

-

1

Sikorsky S-76C/C++

12

Twin turbine

48

32

80

93

65

158

LACE

41

Fleet –

as of March 31, 2016

22

Mature Aircraft

1)  LACE does not include held for sale, training helicopters and fixed wing

Next Generation Aircraft

Small capacity 4-7 passengers

Training capacity 2-6 passengers

Fleet –

as of March 31, 2016 (continued)

Type

Capacity

Engine

Cons

Unconsl

Total

Small Helicopters

AS 350BB

4

Turbine

-

1

1

Bell 206B

4

Turbine

1

2

3

Bell 206 L Series

6

Turbine

5

6

11

Bell 407

6

Turbine

27

-

27

BK-117

7

Twin turbine

2

-

2

H135

6

Twin turbine

-

3

3

35

12

47

LACE

7

Training Helicopters

53

-

53

Fixed Wing

47

32

79

Total

343

120

463

TOTAL LACE (Large Aircraft Equivalent)

1

162

23

Small

Medium

Large

Total

Leased LACE

Total LACE

% Leased

Europe Caspian

-

5

36

41

39

76

51%

Africa

-

-

3

3

3

19

16%

Americas

1

13

5

19

12

40

29%

Asia Pacific

2

2

8

12

10

27

35%

Total

3

20

52

75

63

162

39%

•

Of the 113 aircraft currently leased in our fleet, 75 are commercial (63

LACE), 22 are training and 16 fixed wing

•

63 LACE aircraft represent approximately 39% of our commercial fleet

•

Our goal is for commercial fleet operating leases to account for

approximately 35% of our LACE

Leased aircraft as of March 31, 2016

1) The percentage of LACE leased is calculated by taking the total LACE for leased aircraft divided by the total LACE for all aircraft we operate, including both owned and leased aircraft. 

1

Leased aircraft detail

24

* Includes writeoffs, lease returns, and commencements

Q1 FY16

Q2 FY16

Q3 FY16

Q4 FY16

Fleet Count Beginning

371

365

359

360

Delivered

Large

1

1

4

1

Medium

1

-

-

-

Total Delivered

2

1

4

1

Removed

Sales

(6)

(4)

(1)

(1)

Other*

(2)

(3)

(2)

(18)

Total Removed

(8)

(7)

(3)

(19)

365

359

360

342

Fleet changes

Consolidated fleet changes and aircraft sales

# of aircraft

sold

Cash

received*

Q1 FY16

9

9.3

$           

Q2 FY16

4

3.0

$           

Q3 FY16

1

1.2

$           

Q4 FY16

5

0.7

$           

Total

19

14.2

$         

* Amounts stated in millions

25

Small

Medium

Large

Training

Fixed wing

Total

Europe Caspian

-

5

36

-

11

52

Africa

-

-

3

-

2

5

Americas

1

13

5

-

-

19

Asia Pacific

2

2

8

-

3

15

Academy

-

-

-

22

-

22

Total

3

20

52

22

16

113

Leased aircraft in consolidated fleet

Small

Medium

Large

Training

Fixed wing

Total

Europe Caspian

-

1

-

-

-

1

Africa

5

4

-

-

1

10

Americas

4

7

-

-

-

11

Asia Pacific

-

-

-

-

-

-

Academy

-

-

-

-

-

-

Total

9

12

-

-

1

22

Held for sale aircraft in consolidated fleet

Held for sale and leased fleet by region

26

Operating revenue, LACE and LACE rate by region

4

1)

$ in millions

2)

LACE rate is annualized

3)

$ in millions per LACE

4)

Excludes

Bristow

Academy,

Airnorth

and

Eastern

Airways

149

158

158

166

162

$7.89

$8.35

$9.34

$9.33

$8.85

$-

$2

$4

$6

$8

$10

$12

140

150

160

170

180

FY12

FY13

FY14

FY15

Q4 FY16

LACE

LACE Rate ($ in millions)

FY16 op revenue

1

LACE

LACE Rate

2,3,4

Europe Caspian

$699

76

$9.26

Africa

249

19

12.95

Americas

282

40

7.02

Asia Pacific

197

27

7.30

Total

$1,434

162

$8.85

as of March 31, 2016

Operating revenue, LACE, and LACE rate by region

27

Historical LACE by region

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Europe Caspian

48

46

52

56

58

60

60

57

62

68

70

72

Africa

23

23

21

21

21

22

23

24

24

24

22

21

Americas

48

46

53

52

51

48

48

47

47

45

46

45

Asia Pacific

29

28

28

30

30

30

34

30

31

29

31

29

Consolidated

147

142

154

158

161

160

165

158

163

166

168

166

Q1

Q2

Q3

Q4

Europe Caspian

74

76

76

76

Africa

22

20

19

19

Americas

41

41

41

40

Asia Pacific

27

27

26

27

Consolidated

164

163

163

162

FY13

FY14

FY15

LACE

FY16

28

Historical LACE rate by region

1)

$ in millions

2)

LACE rate is annualized

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Europe Caspian

$10.49

$10.94

$9.69

$9.10

$9.59

$9.92

$10.27

$10.82

$10.55

$9.74

$9.37

$8.95

Africa

11.54

11.70

13.06

13.28

14.26

13.95

13.25

13.34

14.10

14.11

15.86

15.81

Americas

6.10

6.38

5.82

6.06

6.37

7.31

7.14

7.26

7.38

7.58

7.54

7.72

Asia Pacific

6.91

7.49

7.64

7.23

7.37

6.48

5.50

6.42

7.14

7.55

7.36

7.93

Consolidated

$8.55

$8.95

$8.49

$8.35

$8.78

$9.07

$8.97

$9.34

$9.55

$9.43

$9.33

$9.33

Q1

Q2

Q3

Europe Caspian

$9.16

$9.08

$8.97

$9.26

Africa

14.42

14.47

14.05

12.95

Americas

7.41

7.17

7.06

7.02

Asia Pacific

7.91

7.70

7.87

7.30

Consolidated

$9.25

$9.06

$8.95

$8.85

FY13

FY14

FY15

LACE Rate

1,2

FY16

29

Order and options book as of March 31, 2016

#

Helicopter

Class

Delivery Date

Location

2

Large

June-16

Europe Caspian

2

Large

September-16

Europe Caspian

2

Large

September-17

Europe Caspian

2

Large

March-18

Europe Caspian

8

U.K. SAR CONFIGURED ORDER BOOK

#

Helicopter

Class

Delivery Date

Location

6

Medium

September-16

Africa

4

Medium

December-16

Africa

2

Large

June-17

TBD

1

Large

June-17

Europe Caspian

1

Large

September-17

TBD

1

Large

December-17

TBD

2

Large

June-18

TBD

1

Large

September-18

TBD

1

Large

December-18

TBD

2

Large

June-19

TBD

1

Large

September-19

TBD

1

Large

December-19

TBD

2

Large

June-20

TBD

1

Large

September-20

TBD

2

Large

December-20

TBD

28

ORDER BOOK

#

Helicopter

Class

Delivery Date

1

Large

June-17

2

Large

September-17

1

Medium

September-17

3

Large

December-17

3

Medium

December-17

2

Medium

March-18

1

Large

June-18

1

Large

September-18

14

OPTIONS BOOK

30

Bristow Value Added (BVA)

BVA is computed by subtracting a capital charge (10.5%) for the use of gross invested capital from after tax operating cash flow.

GCF Return % is based on trailing twelve months after tax operating cash flows (Gross Cash Flow) over average quarterly gross invested capital (Gross Operating Assets).      

Refer to the appendix for additional details.

29.3

9.7

18.5

19.2

(6.9)

13.2%

12.8%

12.5%

12.5%

11.6%

0%

5%

10%

15%

(15)

(5)

5

15

25

35

45

55

65

75

Q4 FY15

Q1 FY16

Q2 FY16

Q3 FY16

Q4 FY16

31

NOTE: The gray shaded area represents the range of FMV with and without the impact of leased aircraft (upper range includes leased aircraft and related NPV of lease payments; lower

range excludes FMV of leased aircraft as well as the NPV of lease payments). The company derives market value from observable market data if available and may require utilization of

estimates, applications of significant judgment and reliance upon valuation specialists’ and third party analysts’ reports.  When using third party reports, the market value is as of the date

of such report and is not updated to reflect factors that may impact the valuation since the date of such report, including fluctuations in foreign currency exchange rates, oil and gas prices,

and the balance of supply and demand.  There is no assurance that market value of an asset represents the amount that the Company could obtain from an unaffiliated third party in an

arm’s length sale of the asset, the fleet, or the Company.

Net asset FMV

42.49

18.46

51.07

$10

$20

$30

$40

$50

$60

$70

$80

$90

Book value of equity per share

Average stock price

Net asset FMV per share excl leases

32

Net asset FMV reconciliation as of March 31, 2016

(in millions)

Including leases

Excluding leases

(+) FMV of aircraft

$2,132

$2,132

(+) FMV of leased aircraft

1,704

-

(+) NBV of PPE without aircraft

623

623

(+) Working capital

200

200

(-) LT debt

(1,078)

(1,078)

(-) Leased imputed debt

(578)

-

(-) Pension liability

(70)

(70)

Net asset FMV

$2,933

$1,807

# of common shares

35.4

35.4

Net asset FMV per share

$82.90

$51.07

March 31, 2016

33

Adjusted EBITDAR margin trend by region

Adjusted EBITDAR excludes special items and asset dispositions and margin is calculated by taking adjusted EBITDAR divided by operating revenue

Q1

Q2

Q3

Q4

Full Year

Q1

Q2

Q3

Q4

Full Year

Europe Caspian

32.0%

34.4%

39.2%

35.8%

35.4%

30.4%

35.3%

35.6%

37.8%

35.0%

Africa

31.5%

26.5%

35.0%

32.0%

31.4%

34.1%

30.1%

31.7%

36.6%

33.3%

Americas

28.5%

28.3%

38.0%

40.0%

33.9%

42.5%

35.7%

37.4%

38.4%

38.1%

Asia Pacific

34.1%

36.6%

34.2%

28.7%

33.3%

25.0%

23.3%

17.4%

28.3%

23.8%

Consolidated

26.3%

26.1%

31.5%

29.4%

28.3%

28.5%

28.7%

27.0%

30.4%

28.6%

Q1

Q2

Q3

Q4

Full Year

Q1

Q2

Q3

Q4

Full Year

Europe Caspian

34.1%

33.5%

32.8%

30.9%

32.9%

32.0%

32.5%

34.3%

29.9%

32.1%

Africa

25.9%

30.7%

34.5%

48.6%

34.7%

29.4%

31.3%

29.4%

14.9%

27.2%

Americas

44.7%

31.5%

37.6%

40.8%

38.7%

41.8%

10.0%

49.8%

25.1%

32.0%

Asia Pacific

23.5%

22.7%

24.5%

29.2%

25.2%

22.8%

22.7%

24.6%

26.6%

24.0%

Consolidated

29.2%

25.4%

25.3%

30.2%

27.4%

27.5%

22.1%

29.6%

23.1%

25.6%

FY16

FY14

FY13

FY15

34

Adjusted EBITDAR reconciliation

Adjusted EBITDAR excludes special items and asset dispositions

($ in millions)

Q1

Q2

Q3

Q4

FY13

Q1

Q2

Q3

Q4

FY14

Net income

24

$         

30

$         

37

$         

40

$         

132

$       

27

$         

110

$       

19

$         

32

$         

188

$       

Income tax expense

6

8

8

13

35

8

41

3

6

57

Interest expense

9

9

15

10

42

20

9

7

8

45

Gain on disposal of assets

5

1

(7)

(7)

(8)

2

3

(4)

(0)

1

Depreciation and amortization

21

23

25

27

96

23

24

24

26

96

Special items

2

(2)

15

2

16

-

(102)

24

20

(59)

Adjusted EBITDA Subtotal

68

70

92

85

314

79

85

72

92

328

Rental expense

16

15

18

18

67

23

23

28

31

106

Adjusted EBITDAR

84

$         

85

$         

109

$       

103

$       

381

$       

102

$       

109

$       

101

$       

123

$       

434

$       

($ in millions)

Q1

Q2

Q3

Q4

FY15

Q1

Q2

Q3

Q4

FY16

Net income

45

$         

28

$         

0

$           

16

$         

89

$         

(2)

$          

(46)

$        

4

$           

(33)

$        

(77)

$        

Income tax expense

12

6

1

4

23

3

(3)

10

(12)

(2)

Interest expense

7

8

7

8

30

8

7

10

10

35

Gain on disposal of assets

(1)

(0)

26

10

36

8

14

2

7

31

Depreciation and amortization

25

28

24

37

114

37

37

32

30

137

Special items

6

7

5

1

17

13

28

7

33

82

Adjusted EBITDA Subtotal

95

77

63

75

309

67

38

65

35

206

Rental expense

33

35

46

50

165

54

54

52

51

212

Adjusted EBITDAR

128

$       

112

$       

109

$       

125

$       

474

$       

121

$       

93

$         

117

$       

87

$         

417

$       

Fiscal year ended,

3/31/2013

3/31/2014

3/31/2015

Fiscal year ended,

3/31/2016

35

Bristow Value Added (BVA)

Sample calculation for Q4 FY16 and Q4 FY15

Bristow Value Added = Gross Cash Flow –

(Gross Operating Assets X Capital Charge)

BVA

=

GCF –

(GOA x 10.5%

2

)

Bristow Value Added calculation for Q4 FY16

$(6.9) =  $92.8

1

–

($3,799* x 2.625%

2

)

Bristow Value Added calculation for Q4 FY15

$29.3 =  $128.0

1

–

($3,759* x 2.625%

2

)

1) Reconciliation for these items follows right after this slide

2) Quarterly capital charge of 2.625% is based on annual capital charge of 10.5%

(in millions)

Adjusted gross operating assets reconciliation

Q4 FY15

Q4 FY16

Total assets

3,231

$     

3,265

$     

Accumulated depreciation

509

540

Capitalized operating leases

623

564

Cash and cash equivalents

(104)

(104)

Investment in unconsolidated entities

(216)

(195)

Goodwill

(76)

(30)

Intangibles

(18)

(8)

Assets held for sale: net

(58)

(44)

Assets held for sale: gross

84

117

Adj. for gains & losses on assets sales

102

2

Accounts payable

(84)

(97)

Accrued maintenance and repairs

(23)

(22)

Other accrued taxes

(13)

(8)

Accrued wages, benefits and related taxes

(82)

(59)

Other accrued liabilities

(139)

(78)

Income taxes payable

(8)

(27)

Deferred revenue

(37)

(24)

ST deferred taxes

(18)

(2)

LT deferred taxes

(166)

(172)

Adjusted gross operating assets before Líder

3,506

$     

3,617

$     

Adjusted gross operating assets - Líder proportional

253

181

Adjusted gross operating assets after Líder

3,759

$     

3,799

$     

(in millions)

Gross cash flow reconciliation

Q4 FY15

Q4 FY16

Net income

15

$       

(25)

$     

Depreciation and amortization

37

57

Interest expense

8

10

Interest income

(0)

(0)

Rent

50

51

Other income/expense-net

(0)

(3)

Gain/loss on asset sale

10

7

Special items

1

6

Tax effect from special items

(5)

(5)

Earnings (losses) from unconsolidated affiliates, net

2

(2)

Non-controlling interests

1

(8)

Gross cash flow before Líder

$119

88

$       

Gross cash flow -

Líder proportional

9

4

Gross cash flow after Líder

$128

$93

36

Líder Bristow Value Added (BVA)

Sample calculation for Q4 FY16 and Q4 FY15

Bristow Value Added = Gross Cash Flow –

(Gross Operating Assets X Capital Charge)

BVA = GCF –

(GOA x 10.5%

2

)

Bristow Value Added calculation for Q4 FY16

$(0.3) = $4.5

1

–

($181* x 2.625%

2

)

Bristow Value Added calculation for Q4 FY15

$2.4 = $9.0

1

–

($253* x 2.625%

2

)

1) Reconciliation for these items follows right after this slide

2) Quarterly capital charge of 2.625% is based on annual capital charge of 10.5%

($ in millions)

Gross cash flow reconciliation

Q4 FY15

Q4 FY16

Net income  (loss)

($0)

$30

Depreciation and amortization

3

2

Rent

7

7

Interest expense

2

3.5

Interest income

2

(0.7)

FX (gains) losses

16

(2)

Other income/expense-net

(12)

(19)

Special Adjustment-

remove Lider tax per income stmt.

5

(4)

Earnings (losses) from unconsolidated affiliates, net

(0)

Non-controlling Interests

0

-

Gross cash flow

$22

$16

Special

item

outside

of

Líder

-

add

Bristow

tax

calc.

(1)

(6)

Gross cash flow

$21

$10

Líder

proportional

consolidation

-

GCF

$9

$4

($ in millions)

Adjusted gross operating assets reconciliation

Q4 FY15

Q4 FY16

Total assets

$588

$525

Cash and cash equivalents

(69)

(149)

Accumulated depreciation

76

54

Capitalized operating leases

136

149

Investments & escrow deposits

(42)

(40)

Intangibles

(5)

(3)

Intangibles, amortization

4

3

Other, non operating assets

(23)

(40)

Accounts payable

(24)

(23)

Other payables

(4)

(10)

Other accrued taxes

(8)

(6)

Accrued wages, benefits and related taxes

(15)

(9)

Income taxes payable

(6)

(9)

Deferred revenue

(5)

(9)

Adjusted gross operating assets

$604

$433

Líder proportional consolidation GOA

$253

$181

37

Líder's adjusted EBITDAR reconciliation

Adjusted EBITDAR excludes special items and asset dispositions

($ in millions)

Q1 CY15

Q2 CY15

Q3 CY15

Q4 CY15

Q1 CY16

Gross revenue

$80

$83

$74

$63

$62

(-) Revenue deductions

(5)

(5)

(5)

(4)

(3)

Net operating revenue

76

78

69

59

59

(-) Cost of products and services

(56)

(59)

(52)

(46)

(46)

Gross profit

19

19

17

13

13

(-) Selling and administrative expenses

(6)

(6)

(5)

(6)

(4)

(+) Equity income of associates

(1)

1

(1)

0

1

(+) Other operating income/expenses

-

0

1

1

0

Operating result

13

15

12

9

9

(+) Depreciation and amortization

3

3

2

2

2

EBITDA

16

17

14

11

11

Leasing costs

6

7

7

7

8

Adjusted EBITDAR

$22

$24

$21

$18

$19

38

GAAP reconciliation

1)

See information about special items in the earnings release for Q4 FY16

2)

These amounts are presented after applying the appropriate tax effect to each item and dividing by the weighted average shares outstanding during the related period to calculate the earnings

per share impact

2016

2015

2016

2015

Adjusted EBITDAR

$86,645

$126,330

$417,363

$473,824

Gain (loss) on disposal of assets

(6,837)

(10,255)

(30,693)

(35,849)

Special items

1

(33,311)

(925)

(82,063)

(17,132)

Depreciation and amortization

(29,959)

(37,129)

(136,812)

(114,293)

Rent expense

(51,345)

(49,928)

(211,840)

(164,767)

Interest expense

(10,183)

(7,895)

(35,186)

(30,310)

Provision for income taxes

11,582

(4,390)

2,082

(22,766)

Net income

($33,408)

$15,808

($77,149)

$88,707

Adjusted net income

$4,716

$31,804

$51,308

$133,963

Gain (loss) on disposal of assets

2

(3,659)

(8,087)

(22,028)

(28,528)

Special items

1,2

(26,312)

(8,640)

(101,722)

(21,135)

Net income (loss) attributable to Bristow Group

($25,255)

$15,077

($72,442)

$84,300

Adjusted diluted earnings per share

$0.13

$0.91

$1.45

$3.77

Gain (loss) on disposal of assets

2

(0.10)

(0.23)

(0.62)

(0.80)

Special items

1,2

(0.74)

(0.25)

(2.92)

(0.59)

Diluted earnings (loss) per share

($0.72)

$0.43

($2.12)

$2.37

Three months ended

March 31,

12 months ended

March 31,

(In thousands, except per share amounts)

39

Bank financial covenants

$ in millions

March 31, 2016

Term loan

$336

Term loan credit facility

200

Revolving credit facility

144

Covenant PV of leases

604

Letters of credit (secured)

1

Total covenant debt

$1,285

TTM Adj EBITDAR

$417

Non-cash stock comp expense

21

Cash proceeds from assets sales (max: $20M)

17

Non-cash FX impact

20

Other adjustments

22

TTM Covenant EBITDAR

$498

Senior secured leverage ratio actual

2.58x

Senior secured leverage ratio maximum

4.25x

Senior secured leverage ratio

$ in millions

March 31, 2016

Total current assets

$593

Less:  assets HFS

(44)

Revolver availability less $25M

230

Total covenant current assets

$780

Total current liabilities

$393

Less:  Term loan maturity in current assets

-

Total covenant current liabilities

$393

Covenent current ratio actual

1.99x

Covenent current ratio minimum

1.00x

Current ratio

40

Adjusted EBITDAR excludes gains and losses on dispositions of assets

Total leverage reconciliation

Debt

Investment

Capital

Leverage

(a)

(b)

(c)  = (a) + (b)

(a) / (c)

(in millions)

As of March 31, 2016

1,140.9

$                              

1,503.3

$            

2,644.2

$      

43.1%

Adjust for:

Unfunded pension liability

70.1

70.1

NPV of lease obligations @ 6%

578.3

578.3

Letters of credit

11.7

11.7

Adjusted

1,801.0

$                              

(d)

1,503.3

$            

3,304

$         

54.5%

Calculation of debt to adjusted EBITDAR multiple

TTM Adjusted EBITDAR

1

:

Q4 FY16

417.4

$                                 

(e)

= (d) / (e)

4.32:1

41

Líder leverage reconciliation

(in millions)

Mar-15

Mar-16

Total book debt

300

$            

265

$        

NPV of leases

41

62

Total adjusted debt

341

327

TTM adjusted EBITDAR

104

$            

83

$          

Adjusted debt / TTM adj. EBITDAR

3.3x

4.0x

42

Capital expenditures

43

Aircraft capital commitments and options

44

Total commitments

45

Total commitments (2)

46

Bristow Group Inc. (NYSE: BRS)

2103 City West Blvd., 4

th

Floor

Houston, Texas 77042

t

713.267.7600

f

713.267.7620

bristowgroup.com

Contact us