þ
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
|
For
the Fiscal Year Ended March 31, 2008
|
|
OR
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
|
For
the transition period from
___________to______________
|
Delaware
|
72-0679819
|
(State
or other jurisdiction of
|
(IRS
Employer
|
incorporation
or organization)
|
Identification
Number)
|
2000
W. Sam Houston Pkwy. S.,
|
77042
|
Suite
1700
|
(Zip
Code)
|
Houston,
Texas
|
|
(Address
of principal executive offices)
|
Title of each Class
|
|
Name of each exchange on which
registered
|
|
Common
Stock ($.01 par value)
|
New
York Stock Exchange
|
||
Preferred
Share Purchase Rights
|
New
York Stock Exchange
|
||
5.50%
Mandatory Convertible Preferred Stock
|
New
York Stock Exchange
|
Large
accelerated filer þ
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company o
|
Page
|
|||
Introduction
|
1
|
||
Forward-Looking
Statements
|
1
|
||
PART
I
|
|||
Item 1.
|
Business
|
3
|
|
Item
1A.
|
Risk
Factors
|
15
|
|
Item
1B.
|
Unresolved Staff
Comments
|
25
|
|
Item
2.
|
Properties
|
25
|
|
Item
3.
|
Legal Proceedings
|
25
|
|
Item 4.
|
Submission of Matters to a Vote
of Security Holders
|
27
|
|
PART
II
|
|||
Item 5.
|
Market for the Registrant’s
Common Equity and Related Stockholder Matters
|
28
|
|
Item
6.
|
Selected Financial
Data
|
29
|
|
Item 7.
|
Management’s Discussion and
Analysis of Financial Condition and Results of
Operations
|
30
|
|
Item 7A.
|
Quantitative and Qualitative
Disclosures about Market Risk
|
53
|
|
Item
8.
|
Consolidated Financial Statements
and Supplementary Data
|
56
|
|
Item 9.
|
Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure
|
111
|
|
Item
9A.
|
Controls and
Procedures
|
111
|
|
Item 9B.
|
Other
Information
|
113
|
|
PART
III
|
|||
Item 10.
|
Directors, Executive Officers and
Corporate Governance
|
113
|
|
Item
11.
|
Executive
Compensation
|
113
|
|
Item 12.
|
Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters
|
113
|
|
Item 13.
|
Certain Relationships and Related
Transactions, and Director Independence
|
113
|
|
Item
14.
|
Principal Accounting Fees and
Services
|
113
|
|
PART
IV
|
|||
Item 15.
|
Exhibits, Financial Statement
Schedules
|
114
|
|
Signatures
|
119
|
·
|
the
risks and uncertainties described below under Item 1A. “Risk
Factors”;
|
·
|
the
level of activity in the oil and natural gas industry is lower than
anticipated;
|
·
|
production-related
activities become more sensitive to variances in commodity
prices;
|
·
|
the
major oil companies do not continue to expand
internationally;
|
·
|
market
conditions are weaker than
anticipated;
|
·
|
we
are unable to acquire additional aircraft due to limited
availability;
|
·
|
we
are not able to re-deploy our aircraft to regions with the greater
demand;
|
·
|
we
do not achieve the anticipated benefit of our fleet renewal
program;
|
·
|
the
outcome of the United States Department of Justice (“DOJ”) investigation
relating to the Internal Review, which is ongoing, has a greater than
anticipated financial or business impact;
and
|
·
|
the
outcome of the DOJ antitrust investigation, which is ongoing, has a
greater than anticipated financial or business
impact.
|
|
PART
I
|
·
|
Western
Hemisphere
|
−
|
North
America
|
−
|
South
and Central America
|
·
|
Eastern
Hemisphere
|
−
|
Europe
|
−
|
West
Africa
|
−
|
Southeast
Asia
|
−
|
Other
International
|
−
|
Eastern
Hemisphere (“EH”) Centralized
Operations
|
·
|
Global
Training
|
−
|
Bristow
Academy
|
Number
of Aircraft
|
||||||||||||||||
Consolidated
Affiliates
|
Unconsolidated
Affiliates
|
|||||||||||||||
Type
|
In
Fleet
|
On
Order (1)
|
Under
Option(2)
|
In
Fleet
|
Maximum
Passenger
Capacity
|
Speed
(MPH)(3)
|
Engine
|
|||||||||
Small
Helicopters:
|
||||||||||||||||
Bell
206L Series
|
74
|
—
|
—
|
7
|
6
|
115
|
Turbine
|
|||||||||
Bell
206B
|
19
|
—
|
—
|
4
|
4
|
100
|
Turbine
|
|||||||||
Bell
407
|
41
|
—
|
—
|
3
|
6
|
132
|
Turbine
|
|||||||||
BK-117
|
2
|
—
|
—
|
—
|
7
|
160
|
Twin
Turbine
|
|||||||||
BO-105
|
2
|
—
|
—
|
—
|
4
|
125
|
Twin
Turbine
|
|||||||||
EC120
|
1
|
—
|
—
|
—
|
4
|
110
|
Turbine
|
|||||||||
EC135
|
2
|
—
|
—
|
2
|
6
|
143
|
Twin
Turbine
|
|||||||||
Agusta
109
|
—
|
—
|
—
|
2
|
8
|
177
|
Twin
Turbine
|
|||||||||
AS
350BB
|
—
|
—
|
—
|
37
|
4
|
161
|
Turbine
|
|||||||||
141
|
—
|
—
|
55
|
|||||||||||||
Medium
Helicopters:
|
||||||||||||||||
Bell
212
|
11
|
—
|
—
|
18
|
12
|
115
|
Twin
Turbine
|
|||||||||
Bell
412
|
36
|
—
|
—
|
33
|
13
|
125
|
Twin
Turbine
|
|||||||||
EC155
|
10
|
—
|
—
|
—
|
13
|
167
|
Twin
Turbine
|
|||||||||
Sikorsky
S-76
|
61
|
9
|
21
|
—
|
12
|
145
|
Twin
Turbine
|
|||||||||
EC
AS 365N
|
—
|
—
|
—
|
4
|
14
|
167
|
Twin
Turbine
|
|||||||||
Agusta
AW139
|
—
|
—
|
—
|
1
|
15
|
181
|
Twin
Turbine
|
|||||||||
EC175
|
—
|
—
|
12
|
—
|
16
|
166
|
Twin
Turbine
|
|||||||||
118
|
9
|
33
|
56
|
|||||||||||||
Large
Helicopters:
|
||||||||||||||||
AS332L
Super Puma
|
30
|
—
|
—
|
4
|
18
|
144
|
Twin
Turbine
|
|||||||||
Bell
214ST
|
4
|
—
|
—
|
—
|
18
|
144
|
Twin
Turbine
|
|||||||||
Sikorsky
S-61
|
11
|
—
|
—
|
—
|
18
|
132
|
Twin
Turbine
|
|||||||||
Sikorsky
S-92
|
10
|
9
|
8
|
3
|
19
|
158
|
Twin
Turbine
|
|||||||||
Mil
Mi-8
|
7
|
—
|
—
|
1
|
20
|
138
|
Twin
Turbine
|
|||||||||
EC225
|
6
|
7
|
9
|
—
|
25
|
167
|
Twin
Turbine
|
|||||||||
68
|
16
|
17
|
8
|
|||||||||||||
Training
Helicopters:
|
||||||||||||||||
Robinson
R22
|
20
|
—
|
—
|
—
|
2
|
92
|
Piston
|
|||||||||
Schweizer
300CB/CBi
|
46
|
10
|
—
|
—
|
2
|
92
|
Piston
|
|||||||||
Bell
206B
|
2
|
—
|
—
|
—
|
4
|
100
|
Turbine
|
|||||||||
Fixed
wing
|
1
|
—
|
—
|
—
|
||||||||||||
69
|
10
|
—
|
—
|
|||||||||||||
Fixed
wing
|
10
|
—
|
—
|
23
|
||||||||||||
Total
(4)
|
406
|
35
|
50
|
142
|
(1)
|
Of
the aircraft on order, 27 are expected to be delivered during fiscal year
2009 (10 of which are training aircraft). 18 of the
non-training aircraft which are on order have been dedicated to customers
for specific projects, including 8 under signed contracts. For
additional information, see Item 7. “Management’s Discussion and Analysis
of Financial Condition and Results of Operations — Liquidity — Future
Capital Requirements — Capital Commitments” included elsewhere in this
Annual Report.
|
(2)
|
Represents aircraft which we have
the option to acquire. If the options are exercised, we
anticipate that the large aircraft would be delivered in fiscal years 2010
and 2011, while the medium aircraft would be delivered over fiscal years
2010 through 2013, principally in the later portion of that
period. For additional information, see Item 7. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations —
Liquidity — Future Capital Requirements — Capital Commitments”
included elsewhere in this Annual Report.
|
(3)
|
Represents
the approximate normal cruise speed flying at gross weight and at sea
level under standard operating
conditions.
|
(4)
|
We
own 373 of the 406 aircraft reflected in the table above, hold 25 of the
remaining aircraft under operating leases and operate 8 of the aircraft
for one of our customers. 4 of the owned aircraft are held for
sale. Unconsolidated affiliates leased 25 of our 373 aircraft
in addition to the 142 aircraft they
operate.
|
Type
|
North
America
|
South
&
Central
America
|
Europe
|
West
Africa
|
Southeast
Asia
|
Other
Int’l
|
EH
Cent.
Ops.
|
Bristow
Academy
|
Total
|
|||||||||
Small
|
121
|
4
|
1
|
12
|
3
|
—
|
—
|
—
|
141
|
|||||||||
Medium
|
30
|
28
|
10
|
28
|
11
|
11
|
—
|
—
|
118
|
|||||||||
Large
|
4
|
1
|
38
|
3
|
13
|
9
|
—
|
—
|
68
|
|||||||||
Training
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
68
|
68
|
|||||||||
Other
(includes fixed wing)
|
1
|
—
|
—
|
7
|
—
|
2
|
—
|
1
|
11
|
|||||||||
Total
consolidated
affiliates
|
156
|
33
|
49
|
50
|
27
|
22
|
—
|
69
|
406
|
|||||||||
Unconsolidated
affiliates
|
—
|
17
|
25
|
—
|
—
|
41
|
59
|
—
|
142
|
|||||||||
Total
|
156
|
50
|
74
|
50
|
27
|
63
|
59
|
69
|
548
|
|||||||||
Percentage
of consolidated revenue for fiscal year 2008
|
23
|
%
|
6
|
%
|
36
|
%
|
17
|
%
|
11
|
%
|
5
|
%
|
1
|
%
|
1
|
%
|
100
|
%
|
·
|
Egypt
– We operate through our 25% interest in Petroleum Air Services
(“PAS”), an Egyptian corporation. PAS provides helicopter and fixed wing
transportation to the offshore energy industry. Additionally,
spare fixed-wing capacity is chartered to tourism
operators. PAS owns 40 aircraft and leases 1 aircraft from
us.
|
·
|
India
– We lease two aircraft to an Indian helicopter operator and operate
from two locations.
|
·
|
Ireland
– We lease an aircraft to another helicopter
operator.
|
·
|
Kazakhstan
– We operate four aircraft through our 49% interest in Atyrau Bristow
Air Services (“ABAS”), a Kazakhstan corporation. ABAS owns one
aircraft, and we lease the other three aircraft to them. ABAS
provides helicopter services to an international oil company from a single
location.
|
·
|
Mauritania
– We operate two aircraft and provide services to an international
oil company from a single location.
|
·
|
Morocco
– We operate one aircraft and provide helicopter services to an
international oil company from a single
location.
|
·
|
Russia
– We operate nine aircraft from three locations on Sakhalin Island
and provide both helicopter and fixed wing services to international oil
companies and domestic customers.
|
·
|
Turkmenistan
– We operate two aircraft through our 51% interest in
Turkmenistan Helicopters Limited (“THL”), a Turkmenistan
corporation. THL provides helicopter services to an international
oil company from a single location.
|
North
America
|
1,044
|
|
South
and Central America
|
177
|
|
Europe
|
604
|
|
West
Africa
|
766
|
|
Southeast
Asia
|
308
|
|
Other
International
|
335
|
|
EH
Centralized Operations
|
204
|
|
Bristow
Academy
|
165
|
|
Corporate
|
41
|
|
3,644
|
·
|
the
supply of and demand for oil and gas and market expectations for such
supply and demand;
|
·
|
actions
of the Organization of Petroleum Exporting Countries and other oil
producing countries to control prices or change production
levels;
|
·
|
general
economic conditions, both worldwide and in particular
regions;
|
·
|
governmental
regulation;
|
·
|
the
price and availability of alternative
fuels;
|
·
|
weather
conditions, including the impact of hurricanes and other weather-related
phenomena;
|
·
|
advances
in exploration, development and production
technology;
|
·
|
the
policies of various governments regarding exploration and development of
their oil and gas reserves; and
|
·
|
the
worldwide political environment, including the war in Iraq, uncertainty or
instability resulting from an escalation or additional outbreak of armed
hostilities or other crises in the Middle East or the other geographic
areas in which we operate (including, but not limited to, Nigeria), or
further acts of terrorism in the U.S. or
elsewhere.
|
·
|
local
regulations restricting foreign ownership of helicopter
operators;
|
·
|
requirements
to award contracts to local operators;
and
|
·
|
the
number and location of new drilling concessions granted by foreign
sovereigns.
|
·
|
political,
social and economic instability, including risks of war, general strikes
and civil disturbances;
|
·
|
physical
and economic retribution directed at U.S. companies and
personnel;
|
·
|
governmental
actions that restrict payments or the movement of funds or result in the
deprivation of contract rights;
|
·
|
the
taking of property without fair
compensation; and
|
·
|
the
lack of well-developed legal systems in some countries which could make it
difficult for us to enforce our contractual
rights.
|
·
|
issuance
of administrative, civil and criminal
penalties;
|
·
|
denial
or revocation of permits or other
authorizations;
|
·
|
imposition
of limitations on our operations;
and
|
·
|
performance
of site investigatory, remedial or other corrective
actions.
|
·
|
impairing
our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or other general corporate
purposes;
|
·
|
requiring
us to dedicate a substantial portion of our cash flow to the payment of
principal and interest on our indebtedness, which reduces the availability
of our cash flow to fund working capital, capital expenditures,
acquisitions and other general corporate
purposes;
|
·
|
subjecting
us to the risk of increased sensitivity to interest rate increases on our
indebtedness with variable interest rates, including our borrowings under
our syndicated senior secured credit facilities which consist of a $100
million revolving credit facility (with a subfacility of $25 million for
letters of credit) and a $25 million letter of credit facility (our
“Credit Facilities”);
|
·
|
increasing
the possibility of an event of default under the financial and operating
covenants contained in our debt instruments;
and
|
·
|
limiting
our ability to adjust to rapidly changing market conditions, reducing our
ability to withstand competitive pressures and making us more vulnerable
to a downturn in general economic conditions or our business than our
competitors with less debt.
|
·
|
borrow
money or issue guarantees;
|
·
|
pay
dividends, redeem capital stock or make other restricted
payments;
|
·
|
incur
liens to secure indebtedness;
|
·
|
make
certain investments;
|
·
|
sell
certain assets;
|
·
|
enter
into transactions with our affiliates;
or
|
·
|
merge
with another person or sell substantially all of our
assets.
|
·
|
Approximately
21.5 acres of land at the Acadiana Regional Airport in New Iberia,
Louisiana, under a lease expiring in fiscal year 2029 (with options to
extend through 2069). We have constructed on that site training
facilities, parts facilities and helicopter maintenance facilities
comprising about 120,000 square feet of floor space and an
administrative building comprising about 35,000 square feet of floor
space, which are used by our Western Hemisphere operations (primarily our
North America business unit). The property has access to the
airport facilities, as well as to a major
highway.
|
·
|
Approximately
77,000 square feet of facilities at Redhill Aerodrome near London,
England, including office and workshop space, under a lease expiring in
2075. This facility is used for our EH, Other International and
EH Centralized Operations
headquarters.
|
·
|
A
helicopter terminal, offices and hangar facilities totaling approximately
138,000 square feet located on approximately 15 acres of
property at Aberdeen Airport, Scotland, under a lease expiring in 2013
with an option to extend to 2023. We also maintain additional
hangar and office facilities at Aberdeen Airport under a lease expiring in
2030.
|
·
|
Approximately
25,900 square feet of office space in a building in Houston, Texas, under
a lease expiring in 2011, which we use as our corporate
headquarters.
|
Fiscal
Year Ended March 31,
|
||||||||||||
2007
|
2008
|
|||||||||||
High
|
Low
|
High
|
Low
|
|||||||||
First
Quarter
|
$
|
38.37
|
$
|
33.62
|
$
|
52.21
|
$
|
36.01
|
||||
Second
Quarter
|
38.52
|
32.21
|
53.06
|
41.85
|
||||||||
Third
Quarter
|
36.84
|
32.11
|
58.63
|
45.07
|
||||||||
Fourth
Quarter
|
38.45
|
33.51
|
57.38
|
49.58
|
·
|
any
applicable contractual restrictions limiting our ability to pay
dividends;
|
·
|
our
earnings and cash flows;
|
·
|
our
capital requirements;
|
·
|
our
financial condition; and
|
·
|
other
factors our board of directors deems
relevant.
|
Fiscal
Year Ended March 31,
|
||||||||||||||||
2004 (1)
|
2005 (2)
|
2006 (3)
|
2007 (4)
|
2008 (5)
|
||||||||||||
(In
thousands, except per share data)
|
||||||||||||||||
Statement
of Income Data: (6)
|
||||||||||||||||
Gross
revenue (7)
|
$
|
574,124
|
$
|
622,637
|
$
|
709,901
|
$
|
843,595
|
$
|
1,012,764
|
||||||
Income
from continuing operations (7)
|
48,214
|
49,021
|
54,310
|
71,348
|
107,814
|
|||||||||||
Income
(loss) from discontinued operations
|
1,611
|
2,539
|
3,499
|
2,824
|
(3,822
|
)
|
||||||||||
Net
income
|
$
|
49,825
|
$
|
51,560
|
$
|
57,809
|
$
|
74,172
|
$
|
103,992
|
||||||
Basic
earnings per common share: (6)
|
||||||||||||||||
Earnings
from continuing operations (7)
|
$
|
2.14
|
$
|
2.13
|
$
|
2.33
|
$
|
2.75
|
$
|
4.00
|
||||||
Earnings
(loss) from discontinued operations
|
0.07
|
0.11
|
0.15
|
0.12
|
(0.16
|
)
|
||||||||||
Net
earnings
|
$
|
2.21
|
$
|
2.24
|
$
|
2.48
|
$
|
2.87
|
$
|
3.84
|
||||||
Diluted
earnings per common share: (6)
|
||||||||||||||||
Earnings
from continuing operations (7)
|
$
|
2.08
|
$
|
2.10
|
$
|
2.30
|
$
|
2.64
|
$
|
3.53
|
||||||
Earnings
(loss) from discontinued operations
|
0.07
|
0.11
|
0.15
|
0.10
|
(0.12
|
)
|
||||||||||
Net
earnings
|
$
|
2.15
|
$
|
2.21
|
$
|
2.45
|
$
|
2.74
|
$
|
3.41
|
March
31,
|
||||||||||||||||
2004
|
2005
|
2006
|
2007
|
2008
|
||||||||||||
(In
thousands)
|
||||||||||||||||
Balance
Sheet Data:
|
||||||||||||||||
Total
assets
|
$
|
1,046,828
|
$
|
1,149,576
|
$
|
1,176,413
|
$
|
1,505,803
|
$
|
1,977,355
|
||||||
Long-term
debt, including current maturities
|
255,534
|
262,080
|
265,296
|
259,082
|
606,218
|
(1)
|
Results
for fiscal year 2004 include $21.7 million ($15.7 million, net of tax) of
curtailment gain relating to the pension plan, $7.9 million ($5.7 million,
net of tax) of foreign currency transaction losses and a $6.2 million in
loss on extinguishment of debt related to notes redeemed in that fiscal
year.
|
(2)
|
Results
for fiscal year 2005 include $2.2 million ($1.4 million, net of tax) in
costs associated with the Internal Review, a $3.7 million reduction in our
provision for income taxes resulting from the resolution of tax
contingencies and $1.3 million ($0.9 million, net of tax) of foreign
currency transaction losses.
|
(3)
|
Results
for fiscal year 2006 include $10.5 million ($6.8 million, net of tax) in
costs associated with the Internal Review, $2.6 million ($1.7 million, net
of tax) in costs associated with the DOJ antitrust investigation, $1.0
million in an impairment charge to reduce the value of our investment in a
Brazilian joint venture as we expected at that time that our investment
would not be recoverable, a $11.4 million reduction in our provision for
income taxes resulting from the resolution of tax contingencies and $5.4
million ($3.5 million, net of tax) of foreign currency transaction
gains.
|
(4)
|
Results
for fiscal year 2007 include $3.1 million ($2.0 million, net of tax) in
costs associated with the Internal Review, $1.9 million ($1.3 million, net
of tax) in costs associated with the DOJ antitrust investigation, $2.5
million ($1.6 million, net of tax) in a gain realized on the sale of our
investment in a Brazilian joint venture for which we had recorded an
impairment charge in fiscal year 2006 as we expected at that time that our
investment would not be recoverable, $2.5 million of additional tax
expense resulting from the sale of Turbo Engines, Inc. (“Turbo”) in
November 2006 and $9.8 million ($6.3 million, net of tax) of foreign
currency transaction losses. Diluted earnings per share for
fiscal year 2007 was also impacted by the impact of our issuance of
Preferred Stock in September and October 2006, which resulted in a
reduction of $0.30 per share.
|
(5)
|
Results
for fiscal year 2008 include $1.0 million ($0.7 million, net of tax) in a
reversal of costs accrued for the Internal Review as we settled the SEC
investigation, $1.3 million ($0.8 million, net of tax) in costs associated
with the DOJ investigations, $10.7 million ($7.0 million, net of tax) in
net interest incurred on the 7 ½% Senior Notes issued in June and November
2007 and $1.5 million ($1.0 million, net of tax) of foreign currency
transaction gains. Diluted earnings per share for fiscal year
2008 was also impacted by the issuance of Preferred Stock in September and
October 2006, which resulted in a reduction of $0.96 per
share. Additionally, fiscal year 2008 includes the significant
items as discussed under Item 7. “Management’s Discussion and Analysis of
Financial Condition and Results of Operations — Executive Overview —
Overview of Operating Results — Fiscal Year 2008 Compared to Fiscal Year
2007” included elsewhere in this Annual Report.
|
(6)
|
Results
of operations and financial position of companies that we have acquired
have been included beginning on the respective dates of acquisition and
include Aviashelf Aviation Co. (July 2004), HAI (April 2007) and Vortex
(November 2007).
|
(7)
|
Excludes amounts related to
Grasso which are classified as discontinued operations as discussed in
Item 1. “Business —Overview” included elsewhere in this Annual
Report.
|
·
|
Grow our
business. We plan to grow our business in most of the
markets in which we operate and increase our revenue, profitability and
fleet capacity. We have a footprint in most major oil and gas producing
regions of the world, and we have the opportunity to expand and deepen our
presence in many of these markets. We anticipate this growth
will result primarily from the deployment of new aircraft into markets
where we expect they will be most profitably employed, as well as by
executing opportunistic acquisitions. Through our relationships
with our existing customers, we are aware of future business opportunities
in a broad range of the markets we currently serve that would require
substantial capital expenditures relative to our current capital
expenditure commitments. Our acquisition-related growth may
include increasing our role and participation with existing unconsolidated
affiliates and may include increasing our position in existing markets or
expanding into new markets.
|
· |
Strategically
position our Company as the preferred provider of helicopter
services. We position our Company as the preferred
provider of helicopter services by maintaining strong relationships with
our customers and providing safe and high-quality service. We
focus on maintaining relationships with our customers’ field
operations and corporate management. We believe that this
focus helps us better anticipate customer needs and provide our
customers with the right aircraft in the right place at the right time,
which in turn allows us to better manage our existing fleet and capital
investment program. We also leverage our close relationships
with our customers to establish mutually beneficial operating practices
and safety standards worldwide. By applying standard operating
and safety practices across our global operations, we are able to provide
our customers with consistent, high-quality service in each of their areas
of operation. By better understanding our customers’ needs and
by virtue of our global operations and safety standards, we have
effectively competed against other helicopter service providers based on
aircraft availability, customer service, safety and reliability, and not
just price.
|
·
|
Integrate our global
operations. We are an integrated global operator, and we
intend to continue to identify and implement further opportunities to
integrate our global organization. In the past several years, we have
changed our senior management team, integrated our operations among
previously independently managed businesses, created a global flight and
maintenance standards group, improved our global asset allocation and made
other changes in our corporate operations. We anticipate that these
improvements and further integration opportunities will result in revenue
growth, and may also generate cost
savings.
|
Fiscal
Year Ended March 31,
|
||||||||||
2006
|
2007
|
2008
|
||||||||
(In
thousands)
|
||||||||||
Gross
revenue:
|
||||||||||
Operating
revenue
|
$
|
646,971
|
$
|
757,424
|
$
|
918,735
|
||||
Reimbursable
revenue
|
62,930
|
86,171
|
94,029
|
|||||||
Total
gross revenue
|
709,901
|
843,595
|
1,012,764
|
|||||||
Operating
expense:
|
||||||||||
Direct
cost
|
478,421
|
548,364
|
635,327
|
|||||||
Reimbursable
expense
|
61,889
|
85,938
|
91,106
|
|||||||
Depreciation
and amortization
|
42,060
|
42,459
|
54,140
|
|||||||
General
and administrative
|
59,167
|
66,321
|
92,833
|
|||||||
Gain
on disposal of assets
|
(103
|
)
|
(10,615
|
)
|
(9,390
|
)
|
||||
Total
operating expense
|
641,434
|
732,467
|
864,016
|
|||||||
Operating
income
|
68,467
|
111,128
|
148,748
|
|||||||
Earnings
from unconsolidated affiliates, net of losses
|
6,758
|
11,423
|
12,978
|
|||||||
Interest
income (expense), net
|
(10,643
|
)
|
(2,224
|
)
|
(11,054
|
)
|
||||
Other
income (expense), net
|
4,615
|
(8,998
|
)
|
1,585
|
||||||
Income
from continuing operations before provision for income taxes and minority
interest
|
69,197
|
111,329
|
152,257
|
|||||||
Provision
for income taxes
|
(14,668
|
)
|
(38,781
|
)
|
(44,526
|
)
|
||||
Minority
interest
|
(219
|
)
|
(1,200
|
)
|
83
|
|||||
Income
from continuing operations
|
54,310
|
71,348
|
107,814
|
|||||||
Discontinued
operations:
|
||||||||||
Income
from discontinued operations before provision for income
taxes
|
5,438
|
4,409
|
1,722
|
|||||||
Provision
for income taxes on discontinued operations
|
(1,939
|
)
|
(1,585
|
)
|
(5,544
|
)
|
||||
Income
(loss) from discontinued operations
|
3,499
|
2,824
|
(3,822
|
)
|
||||||
Net
income
|
$
|
57,809
|
$
|
74,172
|
$
|
103,992
|
·
|
Costs
in our Other International business unit related to a claim by a former
agent whom we terminated in connection with the Internal Review, that
decreased operating income by $5.0 million, income from continuing
operations by $3.3 million and diluted earnings per share by
$0.11.
|
·
|
Retirement
related expenses for two of our corporate officers that decreased
operating income by $1.9 million ($1.1 million recorded in our North
America business unit, $0.3 million in our South and Central America
business unit and $0.5 million in our corporate results), income from
continuing operations by $1.2 million and diluted earnings per share by
$0.04.
|
·
|
Tax
items that increased operating income by $8.3 million, income from
continuing operations by $11.4 million and diluted earnings per
share by $0.37. These tax items
included:
|
-
|
A
reversal of accruals for sales tax contingency and employee taxes in West
Africa of $5.4 million and $1.3 million, respectively, and a reversal of
accruals for employee taxes in Europe of $1.6 million, which are included
in direct cost in our consolidated statement of
income.
|
-
|
A
$6.0 million reduction in our provision for income taxes resulting from a
benefit of $2.5 million associated with the reduction in the corporate
income tax rate in the U.K. and a benefit of $3.5 million associated with
an internal reorganization completed during fiscal year
2008.
|
Fiscal
Year Ended March 31,
|
||||||||
2006
|
2007
|
2008
|
||||||
Flight
hours (excludes unconsolidated affiliates):
|
||||||||
North
America
|
150,240
|
152,803
|
147,802
|
|||||
South
and Central America
|
38,469
|
38,417
|
40,439
|
|||||
Europe
|
38,648
|
42,377
|
44,343
|
|||||
West
Africa
|
34,185
|
36,124
|
38,170
|
|||||
Southeast
Asia
|
12,119
|
12,668
|
16,029
|
|||||
Other
International
|
6,711
|
9,318
|
8,730
|
|||||
Consolidated
total
|
280,372
|
291,707
|
295,513
|
Fiscal
Year Ended March 31,
|
|||||||||
2006
|
2007
|
2008
|
|||||||
(In
thousands)
|
|||||||||
Gross
revenue:
|
|||||||||
North
America
|
$
|
216,482
|
$
|
239,978
|
$
|
237,658
|
|||
South
and Central America
|
42,869
|
52,820
|
63,863
|
||||||
Europe
|
245,294
|
297,934
|
361,744
|
||||||
West
Africa
|
107,411
|
131,141
|
170,770
|
||||||
Southeast
Asia
|
61,168
|
73,404
|
111,117
|
||||||
Other
International
|
35,339
|
46,005
|
47,518
|
||||||
EH
Centralized Operations
|
10,749
|
13,896
|
22,366
|
||||||
Bristow
Academy
|
—
|
—
|
14,787
|
||||||
Intrasegment
eliminations
|
(10,104
|
)
|
(12,058
|
)
|
(17,195
|
)
|
|||
Corporate
|
693
|
475
|
136
|
||||||
Consolidated
total
|
$
|
709,901
|
$
|
843,595
|
$
|
1,012,764
|
Operating
expense:
(1)
|
|||||||||
North
America
|
$
|
185,765
|
$
|
210,768
|
$
|
205,099
|
|||
South
and Central America
|
36,207
|
36,995
|
49,011
|
||||||
Europe
|
196,602
|
245,115
|
284,396
|
||||||
West
Africa
|
95,430
|
112,343
|
138,829
|
||||||
Southeast
Asia
|
51,317
|
60,034
|
87,363
|
||||||
Other
International
|
26,277
|
36,696
|
47,801
|
||||||
EH
Centralized Operations
|
35,761
|
27,476
|
35,757
|
||||||
Bristow
Academy
|
—
|
—
|
15,596
|
||||||
Intrasegment
eliminations
|
(10,104
|
)
|
(12,058
|
)
|
(17,195
|
)
|
|||
Gain
on disposal of assets
|
(103
|
)
|
(10,615
|
)
|
(9,390
|
)
|
|||
Corporate
|
24,282
|
25,713
|
26,749
|
||||||
Consolidated
total
|
$
|
641,434
|
$
|
732,467
|
$
|
864,016
|
Fiscal
Year Ended March 31,
|
|||||||||
2006
|
2007
|
2008
|
|||||||
(In
thousands, except percentages)
|
|||||||||
Operating
income:
|
|||||||||
North
America
|
$
|
30,717
|
$
|
29,210
|
$
|
32,559
|
|||
South
and Central America
|
6,662
|
15,825
|
14,852
|
||||||
Europe
|
48,692
|
52,819
|
77,348
|
||||||
West
Africa
|
11,981
|
18,798
|
31,941
|
||||||
Southeast
Asia
|
9,851
|
13,370
|
23,754
|
||||||
Other
International
|
9,062
|
9,309
|
(283
|
)
|
|||||
EH
Centralized Operations
|
(25,012
|
)
|
(13,580
|
)
|
(13,391
|
)
|
|||
Bristow
Academy
|
—
|
—
|
(809
|
)
|
|||||
Gain
on disposal of assets
|
103
|
10,615
|
9,390
|
||||||
Corporate
|
(23,589
|
)
|
(25,238
|
)
|
(26,613
|
)
|
|||
Consolidated
operating income
|
68,467
|
111,128
|
148,748
|
||||||
Earnings
from unconsolidated affiliates
|
6,758
|
11,423
|
12,978
|
||||||
Interest
income
|
4,046
|
8,716
|
12,725
|
||||||
Interest
expense
|
(14,689
|
)
|
(10,940
|
)
|
(23,779
|
)
|
|||
Other
income (expense), net
|
4,615
|
(8,998
|
)
|
1,585
|
|||||
Income
from continuing operations before provision for income taxes
and
minority interest
|
69,197
|
111,329
|
152,257
|
||||||
Provision
for income taxes
|
(14,668
|
)
|
(38,781
|
)
|
(44,526
|
)
|
|||
Minority
interest
|
(219
|
)
|
(1,200
|
)
|
83
|
||||
Income
from continuing operations
|
$
|
54,310
|
$
|
71,348
|
$
|
107,814
|
Operating
margin:
(2)
|
||||||||||
North
America
|
14.2
|
%
|
12.2
|
%
|
13.7
|
%
|
||||
South
and Central America
|
15.5
|
%
|
30.0
|
%
|
23.3
|
%
|
||||
Europe
|
19.9
|
%
|
17.7
|
%
|
21.4
|
%
|
||||
West
Africa
|
11.2
|
%
|
14.3
|
%
|
18.7
|
%
|
||||
Southeast
Asia
|
16.1
|
%
|
18.2
|
%
|
21.4
|
%
|
||||
Other
International
|
25.6
|
%
|
20.2
|
%
|
(0.6
|
)
|
%
|
|||
Bristow
Academy
|
—
|
—
|
(5.5
|
)
|
%
|
|||||
Consolidated
total
|
9.6
|
%
|
13.2
|
%
|
14.7
|
%
|
(1)
|
Operating
expenses include depreciation and amortization in the following amounts
for the periods presented:
|
Fiscal
Year Ended March 31,
|
||||||||||
2006
|
2007
|
2008
|
||||||||
(In
thousands)
|
||||||||||
North
America
|
$
|
12,436
|
$
|
11,553
|
$
|
12,245
|
||||
South
and Central America
|
3,661
|
3,891
|
3,878
|
|||||||
Europe
|
10,803
|
11,671
|
17,668
|
|||||||
West
Africa
|
5,741
|
6,601
|
8,090
|
|||||||
Southeast
Asia
|
3,681
|
3,497
|
4,090
|
|||||||
Other
International
|
3,031
|
3,511
|
5,161
|
|||||||
EH
Centralized Operations
|
2,612
|
1,510
|
753
|
|||||||
Bristow
Academy
|
—
|
—
|
1,840
|
|||||||
Corporate
|
95
|
225
|
415
|
|||||||
Consolidated
total
|
$
|
42,060
|
$
|
42,459
|
$
|
54,140
|
(2)
|
Operating
margin is calculated as gross revenue less operating expense divided by
gross revenue.
|
Fiscal
Year Ended March 31,
|
||||||||
2006
|
2007
|
2008
|
||||||
Number
of aircraft delivered:
|
||||||||
Small
|
15
|
4
|
4
|
|||||
Medium
|
9
|
17
|
14
|
|||||
Large
|
2
|
5
|
8
|
|||||
Fixed
wing
|
—
|
—
|
1
|
|||||
Training
|
—
|
—
|
9
|
|||||
Total
aircraft (1)
|
26
|
26
|
36
|
|||||
Capital
expenditures (in thousands):
|
||||||||
Aircraft
and related equipment (2)
|
$
|
141,166
|
$
|
294,444
|
$
|
328,479
|
||
Other
|
13,096
|
10,332
|
9,524
|
|||||
Total
capital expenditures
|
$
|
154,262
|
$
|
304,776
|
$
|
338,003
|
(1)
|
Includes
one aircraft in fiscal year 2007 and two aircraft in fiscal year 2008 that
were not acquired through orders.
|
(2)
|
Includes
expenditures financed with $3.2 million of short-term notes during fiscal
year 2006.
|
Payments
Due by Period
|
|||||||||||||||||||||||||
Fiscal
Year Ending March 31,
|
|||||||||||||||||||||||||
Total
|
2009
|
2010
- 2011
|
2012
- 2013
|
2014
and
beyond
|
Other
|
||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||
Contractual
obligations:
|
|||||||||||||||||||||||||
Long-term
debt and short-term borrowings:
|
|||||||||||||||||||||||||
Principal (1)
|
$
|
605,617
|
$
|
6,484
|
$
|
4,973
|
$
|
4,602
|
$
|
589,558
|
$
|
—
|
|||||||||||||
Interest
|
332,084
|
41,644
|
82,578
|
81,961
|
125,901
|
—
|
|||||||||||||||||||
Aircraft
operating leases (2)
|
60,677
|
9,972
|
14,543
|
15,226
|
20,936
|
—
|
|||||||||||||||||||
Other
operating leases (3)
|
18,480
|
3,398
|
5,711
|
4,001
|
5,370
|
—
|
|||||||||||||||||||
Pension
obligations (4)
|
164,667
|
14,550
|
29,099
|
22,833
|
98,185
|
—
|
|||||||||||||||||||
Aircraft
purchase obligations (5)
|
349,278
|
262,200
|
87,078
|
—
|
—
|
—
|
|||||||||||||||||||
Other
purchase obligations (6)
|
38,462
|
36,175
|
2,287
|
—
|
—
|
—
|
|||||||||||||||||||
Tax
reserves (7)
|
3,006
|
—
|
—
|
—
|
—
|
3,006
|
|||||||||||||||||||
Total
contractual cash obligations
|
$
|
1,572,271
|
$
|
374,423
|
$
|
226,269
|
$
|
128,623
|
$
|
839,950
|
$
|
3,006
|
|||||||||||||
Other
commercial commitments:
|
|||||||||||||||||||||||||
Debt
guarantees (8)
|
$
|
29,171
|
$
|
9,296
|
$
|
—
|
$
|
19,875
|
$
|
—
|
$
|
—
|
|||||||||||||
Other
guarantees (9)
|
19,057
|
3,860
|
5,959
|
—
|
9,238
|
—
|
|||||||||||||||||||
Letters
of credit
|
1,365
|
1,365
|
—
|
—
|
—
|
—
|
|||||||||||||||||||
Total
commercial commitments
|
$
|
49,593
|
$
|
14,521
|
$
|
5,959
|
$
|
19,875
|
$
|
9,238
|
$
|
—
|
(1)
|
Excludes
unamortized premium on the 7½% Senior Notes of $0.6
million.
|
(2)
|
Represents
primarily separate operating leases for nine aircraft with a subsidiary of
General Electric Capital Corporation with terms of ten years expiring in
January 2016.
|
(3)
|
Represents
minimum rental payments required under operating leases that have initial
or remaining non-cancelable lease terms in excess of one
year.
|
(4)
|
Represents
expected funding for pension benefits in future periods. These
amounts are undiscounted and are based on the expectation that the pension
will be fully funded in approximately 10 years. As of March 31,
2008, we had recorded on our balance sheet a $134.2 million pension
liability associated with this obligation. Also, the timing of
the funding is dependent on actuarial valuations and resulting
negotiations with the plan trustees.
|
(5)
|
For
further details on our aircraft purchase obligations, see Note 6 in the
“Notes to Consolidated Financial Statements” included elsewhere in this
Annual Report.
|
(6)
|
Other
purchase obligations primarily represent unfilled purchase orders for
aircraft parts, commitments associated with upgrading facilities at our
bases and amounts committed under a supply agreement (See Note 2 in the
“Notes to Consolidated Financial Statements” included elsewhere in this
Annual Report).
|
(7)
|
Represents
gross unrecognized benefits in connection with the adoption of FIN 48 (see
discussion under “— Exposure to Currency
Fluctuations —
Critical Accounting
Policies and Estimates — Taxes” included elsewhere in this
Annual Report) that may result in cash payments being made to
certain tax authorities. We are not able to reasonably estimate
in which future periods this amount will ultimately be settled and
paid.
|
(8)
|
We
have guaranteed the repayment of up to £10 million ($19.9 million) of the
debt of FBS and $9.3 million of the debt of RLR, both unconsolidated
affiliates. Additionally, the lender has an option to put to us
the remaining amount of the RLR debt of $9.7 million, which we have
guaranteed in the event of default of the other RLR
shareholder. This amount is not included in the table
above.
|
(9)
|
Relates
to an indemnity agreement between us and Afianzadora Sofimex, S.A. to
support issuance of surety bonds on behalf of HC from time to
time. As of March 31, 2008, surety bonds denominated in Mexican
pesos with an aggregate value of 184.9 million Mexican pesos ($17.3
million) and a surety bond denominated in U.S. dollars with a value of
$1.7 million were outstanding.
|
·
|
Cash
and cash equivalents held in U.S. dollar-denominated
accounts. Beginning in July 2006, we reduced a portion of
Bristow Aviation’s U.S. dollar-denominated cash
balances.
|
·
|
U.S.
dollar-denominated intercompany loans and U.S. dollar-denominated
receivables. On August 14, 2006, we entered into a derivative
contract to mitigate our exposure to exchange rate fluctuations on our
U.S. dollar-denominated intercompany loans. This derivative
contract provided us with a call option on £12.9 million and a put option
on $24.5 million, with a strike price of 1.895 U.S. dollars per British
pound sterling, and was exercised by us prior to the scheduled expiration
on November 14, 2006, resulting in a net loss of $0.3
million. On November 14, 2006, we entered into another
derivative contract for the same amount and strike price that expired on
May 14, 2007, resulting in a cumulative gain of $0.6 million, of which
$0.1 million related to fiscal year 2008 and is included in other income
(expense) net in our consolidated statement of income. On April
1, 2007, primarily as a result of changes in the manner in which certain
of our consolidated subsidiaries create and manage intercompany balances,
we changed the functional currency of two of our consolidated
subsidiaries, Bristow Helicopters (International) Ltd. and Caledonia
Helicopters Ltd., from the British pound sterling to the U.S. dollar,
which reduced our exposure to U.S. dollar-denominated intercompany loans
and advances. The changes we made to the manner in which we
manage intercompany balances for these two entities has simplified our
business as it allows for a clearer view of sales and purchases required
to run these businesses and assists in resource
management.
|
·
|
Euro-
and Nigerian Naira-denominated intercompany loans. The economic
effect of the foreign currency transaction losses during fiscal year 2007
was offset by a corresponding benefit during those periods reflected as a
cumulative translation adjustment in stockholders’ investment on our
consolidated balance sheet. Additionally, in April 2007 we
significantly reduced our euro-denominated intercompany loans, thereby
reducing our exposure to fluctuations in exchange rates for this foreign
currency.
|
Fiscal
Year Ended March 31,
|
||||||||||
2006
|
2007
|
2008
|
||||||||
High
|
$
|
1.92
|
$
|
1.99
|
$
|
2.11
|
||||
Average
|
1.79
|
1.89
|
2.01
|
|||||||
Low
|
1.71
|
1.74
|
1.94
|
Fiscal
Year Ended March 31,
|
|||||||||||||
2006
|
2007
|
2008
|
|||||||||||
(In
thousands, except per share amounts)
|
|||||||||||||
Gross
revenue:
|
|||||||||||||
Operating
revenue from
non-affiliates
|
$
|
595,139
|
$
|
709,254
|
$
|
868,929
|
|||||||
Operating
revenue from
affiliates
|
51,832
|
48,170
|
49,806
|
||||||||||
Reimbursable
revenue from
non-affiliates
|
58,570
|
80,244
|
87,325
|
||||||||||
Reimbursable
revenue from
affiliates
|
4,360
|
5,927
|
6,704
|
||||||||||
709,901
|
843,595
|
1,012,764
|
|||||||||||
Operating
expense:
|
|||||||||||||
Direct
cost
|
478,421
|
548,364
|
635,327
|
||||||||||
Reimbursable
expense
|
61,889
|
85,938
|
91,106
|
||||||||||
Depreciation
and
amortization
|
42,060
|
42,459
|
54,140
|
||||||||||
General
and
administrative
|
59,167
|
66,321
|
92,833
|
||||||||||
Gain
on disposal of
assets
|
(103
|
)
|
(10,615
|
)
|
(9,390
|
)
|
|||||||
641,434
|
732,467
|
864,016
|
|||||||||||
Operating
income
|
68,467
|
111,128
|
148,748
|
||||||||||
Earnings
from unconsolidated affiliates, net of
losses
|
6,758
|
11,423
|
12,978
|
||||||||||
Interest
income
|
4,046
|
8,716
|
12,725
|
||||||||||
Interest
expense
|
(14,689
|
)
|
(10,940
|
)
|
(23,779
|
)
|
|||||||
Other
income (expense),
net
|
4,615
|
(8,998
|
)
|
1,585
|
|||||||||
Income
from continuing operations before provision for income taxes and minority
interest
|
69,197
|
111,329
|
152,257
|
||||||||||
Provision
for income
taxes
|
(14,668
|
)
|
(38,781
|
)
|
(44,526
|
)
|
|||||||
Minority
interest
|
(219
|
)
|
(1,200
|
)
|
83
|
||||||||
Income
from continuing
operations
|
54,310
|
71,348
|
107,814
|
||||||||||
Discontinued
operations:
|
|||||||||||||
Income
from discontinued operations before provision for income
taxes
|
5,438
|
4,409
|
1,722
|
||||||||||
Provision
for income taxes on discontinued operations
|
(1,939
|
)
|
(1,585
|
)
|
(5,544
|
)
|
|||||||
Income
(loss) from discontinued
operations
|
3,499
|
2,824
|
(3,822
|
)
|
|||||||||
Net
income
|
57,809
|
74,172
|
103,992
|
||||||||||
Preferred
stock
dividends
|
—
|
(6,633
|
)
|
(12,650
|
)
|
||||||||
Net
income available to common
stockholders
|
$
|
57,809
|
$
|
67,539
|
$
|
91,342
|
|||||||
Basic
earnings per common share:
|
|||||||||||||
Earnings
from continuing
operations
|
$
|
2.33
|
$
|
2.75
|
$
|
4.00
|
|||||||
Earnings
(loss) from discontinued
operations
|
0.15
|
0.12
|
(0.16
|
)
|
|||||||||
Net
earnings
|
$
|
2.48
|
$
|
2.87
|
$
|
3.84
|
|||||||
Diluted
earnings per common share:
|
|||||||||||||
Earnings
from continuing
operations
|
$
|
2.30
|
$
|
2.64
|
$
|
3.53
|
|||||||
Earnings
(loss) from discontinued
operations
|
0.15
|
0.10
|
(0.12
|
)
|
|||||||||
Net
earnings
|
$
|
2.45
|
$
|
2.74
|
$
|
3.41
|
March
31,
|
|||||||||
2007
|
2008
|
||||||||
(In
thousands)
|
|||||||||
ASSETS
|
|||||||||
Current
assets:
|
|||||||||
Cash
and cash equivalents
|
$
|
184,188
|
$
|
290,050
|
|||||
Accounts
receivable from non-affiliates, net of allowance for doubtful accounts of
$1.8 million and $1.8 million, respectively
|
147,608
|
204,599
|
|||||||
Accounts
receivable from affiliates, net of allowance for doubtful accounts of $3.2
million and $4.0 million, respectively
|
17,199
|
11,316
|
|||||||
Inventories
|
157,563
|
176,239
|
|||||||
Prepaid
expenses and other
|
17,387
|
24,177
|
|||||||
Current
assets from discontinued operations
|
12,029
|
—
|
|||||||
Total
current assets
|
535,974
|
706,381
|
|||||||
Investment
in unconsolidated affiliates
|
46,828
|
52,467
|
|||||||
Property
and equipment – at cost:
|
|||||||||
Land
and buildings
|
51,785
|
60,056
|
|||||||
Aircraft
and equipment
|
1,139,781
|
1,428,996
|
|||||||
1,191,566
|
1,489,052
|
||||||||
Less
– Accumulated depreciation and amortization
|
(300,045
|
)
|
(316,514
|
)
|
|||||
891,521
|
1,172,538
|
||||||||
Goodwill
|
6,630
|
15,676
|
|||||||
Other
assets
|
10,725
|
30,293
|
|||||||
Long-term
assets from discontinued operations
|
14,125
|
—
|
|||||||
$
|
1,505,803
|
$
|
1,977,355
|
||||||
LIABILITIES
AND STOCKHOLDERS’ INVESTMENT
|
|||||||||
Current
liabilities:
|
|||||||||
Accounts
payable
|
$
|
40,459
|
$
|
49,650
|
|||||
Accrued
wages, benefits and related taxes
|
36,390
|
35,523
|
|||||||
Income
taxes payable
|
3,412
|
5,862
|
|||||||
Other
accrued taxes
|
9,042
|
1,589
|
|||||||
Deferred
revenues
|
16,283
|
15,415
|
|||||||
Accrued
maintenance and repairs
|
12,309
|
13,250
|
|||||||
Accrued
interest
|
4,511
|
5,656
|
|||||||
Other
accrued liabilities
|
17,151
|
22,235
|
|||||||
Deferred
taxes
|
17,611
|
9,238
|
|||||||
Short-term
borrowings and current maturities of long-term debt
|
4,852
|
6,541
|
|||||||
Current
liabilities from discontinued operations
|
5,948
|
—
|
|||||||
Total
current liabilities
|
167,968
|
164,959
|
|||||||
Long-term
debt, less current maturities
|
254,230
|
599,677
|
|||||||
Accrued
pension liabilities
|
113,069
|
134,156
|
|||||||
Other
liabilities and deferred credits
|
17,345
|
14,805
|
|||||||
Deferred
taxes
|
76,089
|
91,747
|
|||||||
Minority
interest
|
5,445
|
4,570
|
|||||||
Commitments
and contingencies (Note 6)
|
|||||||||
Stockholders’
investment:
|
|||||||||
5.50%
mandatory convertible preferred stock, $.01 par value, authorized and
outstanding 4,600,000 shares; entitled in liquidation to $230 million; net
of offering costs of $7.4 million
|
222,554
|
222,554
|
|||||||
Common
stock, $.01 par value, authorized 35,000,000 shares as of March 31, 2007
and 90,000,000 shares as of March 31, 2008; outstanding 23,585,370 as of
March 31, 2007 and 23,923,685 as of March 31, 2008 (exclusive of 1,281,050
treasury shares)
|
236
|
239
|
|||||||
Additional
paid-in capital
|
169,353
|
186,390
|
|||||||
Retained
earnings
|
515,589
|
606,931
|
|||||||
Accumulated
other comprehensive loss
|
(36,075
|
)
|
(48,673
|
)
|
|||||
871,657
|
967,441
|
||||||||
$
|
1,505,803
|
$
|
1,977,355
|
Fiscal
Year Ended March 31,
|
|||||||||||
2006
|
2007
|
2008
|
|||||||||
(In
thousands)
|
|||||||||||
Cash
flows from operating activities:
|
|||||||||||
Net
income
|
$
|
57,809
|
$
|
74,172
|
$
|
103,992
|
|||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||||||
Depreciation
and amortization
|
42,256
|
42,643
|
54,241
|
||||||||
Deferred
income taxes
|
1,488
|
21,031
|
17,571
|
||||||||
Gain
on disposal of discontinued operations
|
—
|
—
|
(1,019
|
)
|
|||||||
Gain
on asset dispositions
|
(102
|
)
|
(10,618
|
)
|
(9,393
|
)
|
|||||
Stock-based
compensation expense
|
613
|
4,903
|
9,546
|
||||||||
Equity
in earnings from unconsolidated affiliates in excess of dividends
received
|
(337
|
)
|
(3,754
|
)
|
(3,720
|
)
|
|||||
Minority
interest in earnings
|
219
|
1,200
|
(83
|
)
|
|||||||
Tax
benefit related to stock-based
compensation
|
—
|
(1,132
|
)
|
(1,738
|
)
|
||||||
Increase
(decrease) in cash resulting from changes in:
|
|||||||||||
Accounts
receivable
|
(34,718
|
)
|
(1,428
|
)
|
(32,600
|
)
|
|||||
Inventories
|
(12,518
|
)
|
(10,225
|
)
|
(18,969
|
)
|
|||||
Prepaid
expenses and
other
|
(5,925
|
)
|
(6,634
|
)
|
(18,249
|
)
|
|||||
Accounts
payable
|
15,944
|
(10,688
|
)
|
7,019
|
|||||||
Accrued
liabilities
|
(35,397
|
)
|
5,771
|
(36,766
|
)
|
||||||
Other
liabilities and deferred credits
|
9,933
|
(811
|
)
|
17,725
|
|||||||
Net
cash provided by operating activities
|
39,265
|
104,430
|
87,557
|
||||||||
Cash
flows from investing activities:
|
|||||||||||
Capital
expenditures
|
(139,572
|
)
|
(304,776
|
)
|
(338,003
|
)
|
|||||
Proceeds
from asset dispositions
|
85,392
|
40,441
|
26,623
|
||||||||
Acquisitions,
net of cash received
|
—
|
—
|
(14,622
|
)
|
|||||||
Net
proceeds from sale of discontinued operations
|
—
|
—
|
21,958
|
||||||||
Note
issued to unconsolidated affiliate
|
—
|
—
|
(4,141
|
)
|
|||||||
Investment
in unconsolidated affiliate
|
—
|
—
|
(1,960
|
)
|
|||||||
Net
cash used in investing activities
|
(54,180
|
)
|
(264,335
|
)
|
(310,145
|
)
|
|||||
Cash
flows from financing activities:
|
|||||||||||
Proceeds
from borrowings
|
—
|
—
|
350,622
|
||||||||
Debt
issuance costs
|
(2,564
|
)
|
—
|
(5,882
|
)
|
||||||
Issuance
of Preferred Stock
|
—
|
223,550
|
—
|
||||||||
Preferred
Stock issuance costs
|
—
|
(996
|
)
|
—
|
|||||||
Repayment
of debt and debt redemption
premiums
|
(4,070
|
)
|
(5,716
|
)
|
(10,054
|
)
|
|||||
Partial
prepayment of put/call obligation
|
(129
|
)
|
(130
|
)
|
(163
|
)
|
|||||
Acquisition
of minority interest
|
—
|
—
|
(507
|
)
|
|||||||
Preferred
Stock dividends paid
|
—
|
(6,107
|
)
|
(12,650
|
)
|
||||||
Issuance
of common stock
|
1,369
|
3,949
|
5,756
|
||||||||
Tax
benefit related to stock-based compensation
|
—
|
1,132
|
1,738
|
||||||||
Net
cash (used in) provided by financing activities
|
(5,394
|
)
|
215,682
|
328,860
|
|||||||
Effect
of exchange rate changes on cash and cash equivalents
|
(3,649
|
)
|
5,929
|
(410
|
)
|
||||||
Net
increase (decrease) in cash and cash
equivalents
|
(23,958
|
)
|
61,706
|
105,862
|
|||||||
Cash
and cash equivalents at beginning of period
|
146,440
|
122,482
|
184,188
|
||||||||
Cash
and cash equivalents at end of period
|
$
|
122,482
|
$
|
184,188
|
$
|
290,050
|
|||||
Supplemental
disclosure of non-cash investing activities:
|
|||||||||||
Non-monetary
exchange of assets
|
$
|
11,511
|
$
|
—
|
$
|
—
|
|||||
Capital
expenditures funded by short-term notes
|
$
|
3,179
|
$
|
—
|
$
|
—
|
|||||
Recapitalization
of Hemisco funded by note payable
|
$
|
4,380
|
$
|
—
|
$
|
—
|
|||||
Accrued
proceeds on insurance claim
|
$
|
—
|
$
|
—
|
$
|
15,582
|
Fiscal
Year Ended March 31,
|
||||||||||
2006
|
2007
|
2008
|
||||||||
(In
thousands, except share amounts)
|
||||||||||
5.50%
mandatory convertible Preferred Stock (shares):
|
||||||||||
Balance
– beginning of fiscal year
|
—
|
—
|
4,600,000
|
|||||||
Preferred
Stock issued
|
—
|
4,600,000
|
—
|
|||||||
Balance
– end of fiscal year
|
—
|
4,600,000
|
4,600,000
|
|||||||
5.50%
mandatory convertible Preferred Stock ($.01 Par):
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
—
|
$
|
—
|
$
|
222,554
|
||||
Preferred
Stock issued, net of offering costs of $7.4 million
|
—
|
222,554
|
—
|
|||||||
Balance
– end of fiscal year
|
$
|
—
|
$
|
222,554
|
$
|
222,554
|
||||
Common
Stock (shares, exclusive of treasury shares):
|
||||||||||
Balance
– beginning of fiscal year
|
23,314,708
|
23,385,473
|
23,585,037
|
|||||||
Stock
options exercised
|
70,765
|
196,672
|
230,570
|
|||||||
Issuance
of Common Stock
|
—
|
2,892
|
108,078
|
|||||||
Balance
– end of fiscal year
|
23,385,473
|
23,585,037
|
23,923,685
|
|||||||
Common
Stock ($.01 Par):
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
233
|
$
|
234
|
$
|
236
|
||||
Stock
options exercised
|
1
|
2
|
3
|
|||||||
Balance
– end of fiscal year
|
$
|
234
|
$
|
236
|
$
|
239
|
||||
Additional
paid in capital:
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
157,100
|
$
|
158,762
|
$
|
169,353
|
||||
Stock
options exercised
|
1,368
|
3,946
|
5,753
|
|||||||
Tax
benefit related to the exercise of employee stock options
|
294
|
1,131
|
1,738
|
|||||||
Stock-based
compensation expense
|
—
|
4,903
|
9,546
|
|||||||
Reclassified
prior year stock-based compensation liability
|
—
|
611
|
—
|
|||||||
Balance
– end of fiscal year
|
$
|
158,762
|
$
|
169,353
|
$
|
186,390
|
||||
Retained
earnings:
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
389,715
|
$
|
447,524
|
$
|
515,589
|
||||
Net
income
|
57,809
|
74,172
|
103,992
|
|||||||
Preferred
Stock dividends declared
|
—
|
(6,107
|
)
|
(12,650
|
)
|
|||||
Balance
– end of fiscal year
|
$
|
447,524
|
$
|
515,589
|
$
|
606,931
|
||||
Accumulated
other comprehensive loss:
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
(54,055
|
)
|
$
|
(68,823
|
)
|
$
|
(36,075
|
)
|
|
Other
comprehensive income (loss):
|
||||||||||
Translation
adjustments
|
(20,729
|
)
|
27,084
|
4,087
|
||||||
Pension
liability adjustment (1)
|
5,961
|
5,664
|
(20,030
|
)
|
||||||
Equity
method investment other comprehensive loss
|
—
|
—
|
(360
|
)
|
||||||
Unrealized
gain on cash flow hedges (2)
|
—
|
—
|
3,705
|
|||||||
Total
other comprehensive income (loss)
|
(14,768
|
)
|
32,748
|
(12,598
|
)
|
|||||
Balance
– end of fiscal year
|
$
|
(68,823
|
)
|
$
|
(36,075
|
)
|
$
|
(48,673
|
)
|
|
Comprehensive
income:
|
||||||||||
Net
income
|
$
|
57,809
|
$
|
74,172
|
$
|
103,992
|
||||
Other
comprehensive income (loss)
|
(14,768
|
)
|
32,748
|
(12,598
|
)
|
|||||
Total
comprehensive income
|
$
|
43,041
|
$
|
106,920
|
$
|
91,394
|
(1)
|
Net
of tax provision of $3.0 million, $2.6 million, and $9.6 million for the
fiscal years ended March 31, 2006, 2007 and 2008,
respectively.
|
(2)
|
Net
of tax provision of $2.0 million for the fiscal year ended March 31,
2008.
|
·
|
Taxes;
|
·
|
Property
and equipment;
|
·
|
Revenue
recognition;
|
·
|
Pension
benefits;
|
·
|
Allowance
for doubtful accounts;
|
·
|
Inventory
reserve;
|
·
|
Insurance;
|
·
|
Contingent
liabilities;
|
·
|
Goodwill
impairment; and
|
·
|
Stock–based
compensation.
|
Fiscal
Year Ended March 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
thousands)
|
||||||||||||
Balance – beginning of fiscal
year
|
$
|
8,961
|
$
|
8,923
|
$
|
5,009
|
||||||
Expense
|
3,263
|
7,842
|
12,370
|
|||||||||
Write-offs
and collections
|
(2,884
|
)
|
(12,121
|
)
|
(11,662
|
)
|
||||||
Foreign
currency effects
|
(417
|
)
|
365
|
100
|
||||||||
Balance – end of fiscal
year
|
$
|
8,923
|
$
|
5,009
|
$
|
5,817
|
Fiscal
Year Ended March 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
thousands)
|
||||||||||||
Balance – beginning of fiscal
year
|
$
|
10,325
|
$
|
13,147
|
$
|
10,993
|
||||||
Expense
|
3,769
|
5,485
|
3,269
|
|||||||||
Inventory
disposed and scrapped
|
(429
|
)
|
(8,611
|
)
|
(2,529
|
)
|
||||||
Foreign
currency effects
|
(518
|
)
|
972
|
94
|
||||||||
Balance – end of fiscal
year
|
$
|
13,147
|
$
|
10,993
|
$
|
11,827
|
·
|
Cash
and cash equivalents held in U.S. dollar-denominated
accounts. Beginning in July 2006, we reduced a portion of
Bristow Aviation’s U.S. dollar-denominated cash
balances.
|
·
|
U.S.
dollar-denominated intercompany loans and U.S. dollar-denominated
receivables. On August 14, 2006, we entered into a derivative
contract to mitigate our exposure to exchange rate fluctuations on our
U.S. dollar-denominated intercompany loans. This derivative
contract provided us with a call option on £12.9 million and a put option
on $24.5 million, with a strike price of 1.895 U.S. dollars per British
pound sterling, and was exercised by us prior to the scheduled expiration
on November 14, 2006, resulting in a net loss of $0.3
million. On November 14, 2006, we entered into another
derivative contract for the same amount and strike price that expired on
May 14, 2007, resulting in a cumulative gain of $0.6 million, of which
$0.1 million related to fiscal year 2008 and is included in other income
(expense) net in our consolidated statement of income. On April
1, 2007, primarily as a result of changes in the manner in which certain
of our consolidated subsidiaries create and manage intercompany balances,
we changed the functional currency of two of our consolidated
subsidiaries, Bristow Helicopters (International) Ltd. and Caledonia
Helicopters Ltd., from the British pound sterling to the U.S. dollar,
which reduced our exposure to U.S. dollar-denominated intercompany loans
and advances. The changes we made to the manner in which we
manage intercompany balances for these two entities has simplified our
business as it allows for a clearer view of sales and purchases required
to run these businesses and assists in resource
management.
|
·
|
Euro-
and Nigerian Naira-denominated intercompany loans. The economic
effect of the foreign currency transaction losses during fiscal year 2007
was offset by a corresponding benefit during those periods reflected as a
cumulative translation adjustment in stockholders’ investment on our
consolidated balance sheet. Additionally, in April 2007 we
significantly reduced our euro-denominated intercompany loans, thereby
reducing our exposure to fluctuations in exchange rates for this foreign
currency.
|
Fiscal
Year Ended March 31,
|
||||||||||
2006
|
2007
|
2008
|
||||||||
High
|
$
|
1.92
|
$
|
1.99
|
$
|
2.11
|
||||
Average
|
1.79
|
1.89
|
2.01
|
|||||||
Low
|
1.71
|
1.74
|
1.94
|
Sale
price
|
$
|
22,500
|
||
Adjustment
for working capital
|
7,801
|
|||
Gross
proceeds
|
30,301
|
|||
Net
assets sold
|
(29,282
|
)
|
||
1,019
|
||||
Transaction
expenses
|
(1,542
|
)
|
||
Pre-tax
loss on sale
|
(523
|
)
|
||
Provision
for income taxes (1)
|
(4,784
|
)
|
||
After-tax
loss on sale of discontinued operations
|
$
|
(5,307
|
)
|
(1)
|
Includes
$4.9 million of tax expense related to taxes on non-deductible
goodwill.
|
April
2, 2007
|
|||||
(In
thousands)
|
|||||
Current
assets
|
$
|
2,916
|
|||
Property
and equipment
|
8,743
|
||||
Other
assets
|
12,440
|
||||
Total
assets acquired
|
24,099
|
||||
Current
liabilities, including debt
|
9,068
|
||||
Total
liabilities assumed
|
9,068
|
||||
Net
assets acquired
|
$
|
15,031
|
Fiscal
Year Ended March 31,
|
||||||||||
2006
|
2007
|
2008
|
||||||||
(In
thousands)
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
2,130
|
$
|
1,804
|
$
|
2,042
|
||||
Payments
to minority interest shareholders
|
(156
|
)
|
(157
|
)
|
(189)
|
|||||
Minority
interest expense
|
155
|
163
|
192
|
|||||||
Currency
translation
|
(325
|
)
|
232
|
27
|
||||||
Balance
– end of fiscal year
|
$
|
1,804
|
$
|
2,042
|
$
|
2,072
|
Percentage
|
March
31,
|
|||||||||
Ownership |
2007
|
2008
|
||||||||
Cost
Method:
|
||||||||||
HC
|
|
49
|
%
|
$
|
7,017
|
$
|
7,017
|
|||
PAS
|
25
|
%
|
6,286
|
6,286
|
||||||
Other
|
1,046
|
933
|
||||||||
Equity
Method:
|
||||||||||
FB
Entities
|
50
|
%
|
20,011
|
24,296
|
||||||
Norsk
|
49
|
%
|
10,323
|
9,912
|
||||||
RLR
|
49
|
%
|
1,724
|
3,541
|
||||||
Other
|
421
|
482
|
||||||||
Total
|
$
|
46,828
|
$
|
52,467
|
Fiscal
Year Ended March 31,
|
||||||||||
2006
|
2007
|
2008
|
||||||||
Dividends
from entities accounted for on the cost method:
|
||||||||||
PAS
|
$
|
2,500
|
$
|
2,500
|
$
|
2,750
|
||||
Other
|
180
|
137
|
179
|
|||||||
2,680
|
2,637
|
2,929
|
||||||||
Earnings
(losses) from entities accounted for on the equity method:
|
||||||||||
FB
Entities
|
3,694
|
7,154
|
10,573
|
|||||||
Norsk
|
2,675
|
1,635
|
(467
|
)
|
||||||
RLR
|
(2,744
|
)
|
(187
|
)
|
(142
|
)
|
||||
Other
|
453
|
184
|
85
|
|||||||
4,078
|
8,786
|
10,049
|
||||||||
Total
|
$
|
6,758
|
$
|
11,423
|
$
|
12,978
|
March
31,
|
|||||||
2007
|
2008
|
||||||
(Unaudited)
|
(Unaudited)
|
||||||
Current
assets
|
$
|
129,428
|
$
|
143,506
|
|||
Non-current
assets
|
304,940
|
311,215
|
|||||
Total
assets
|
$
|
434,368
|
$
|
454,721
|
|||
Current
liabilities
|
$
|
80,191
|
$
|
119,298
|
|||
Non-current
liabilities
|
292,049
|
268,968
|
|||||
Equity
|
62,128
|
66,455
|
|||||
Total liabilities and
equity
|
$
|
434,368
|
$
|
454,721
|
Fiscal
Year Ended March 31,
|
|||||||||||
2006
|
2007
|
2008
|
|||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||
Revenue
|
$
|
248,576
|
$
|
318,589
|
$
|
342,458
|
|||||
Gross
profit
|
$
|
31,590
|
$
|
45,906
|
$
|
48,375
|
|||||
Net
income
|
$
|
8,282
|
$
|
18,357
|
$
|
23,048
|
March
31,
|
||||||||
2007
|
2008
|
|||||||
7½%
Senior Notes due 2017, including $0.6 million
of unamortized premium
|
$
|
—
|
$
|
350,601
|
||||
6⅛% Senior Notes due
2013
|
230,000
|
230,000
|
||||||
Term
loans
|
18,848
|
16,683
|
||||||
Hemisco
Helicopters International, Inc. note
|
4,380
|
4,380
|
||||||
Advance
from customer
|
1,400
|
1,400
|
||||||
Sakhalin
debt
|
4,454
|
3,154
|
||||||
Total
debt
|
259,082
|
606,218
|
||||||
Less
short-term borrowings and current maturities
of long-term debt
|
(4,852
|
)
|
(6,541
|
)
|
||||
Total
long-term debt
|
$
|
254,230
|
$
|
599,677
|
Fiscal
Year ending March 31
|
|||||
2009
|
$
|
6,484
|
|||
2010
|
2,631
|
||||
2011
|
2,342
|
||||
2012
|
2,301
|
||||
2013
|
2,301
|
||||
Thereafter
|
589,558
|
||||
$
|
605,617
|
Fiscal
Year Ending March 31,
|
|||||||||||||||||||||||
2009
|
2010
|
2011
|
2012
|
2013
|
Total
|
||||||||||||||||||
Commitments
as of March 31, 2008:
|
|||||||||||||||||||||||
Number
of aircraft:
|
|||||||||||||||||||||||
Medium
|
6
|
3
|
—
|
—
|
—
|
9
|
|||||||||||||||||
Large
|
11
|
5
|
—
|
—
|
—
|
16
|
|||||||||||||||||
Training
|
10
|
—
|
—
|
—
|
—
|
10
|
|||||||||||||||||
27
|
(1)
|
8
|
(2)
|
—
|
—
|
—
|
35
|
||||||||||||||||
Related
expenditures (in thousands) (3)
|
$
|
262,200
|
$
|
87,078
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
349,278
|
|||||||||||
Options
as of March 31, 2008:
|
|||||||||||||||||||||||
Number
of aircraft:
|
|||||||||||||||||||||||
Medium
|
—
|
3
|
6
|
11
|
13
|
33
|
|||||||||||||||||
Large
|
—
|
6
|
10
|
1
|
—
|
17
|
|||||||||||||||||
—
|
9
|
16
|
12
|
13
|
50
|
||||||||||||||||||
Related
expenditures (in thousands) (3)
|
$
|
63,628
|
$
|
229,972
|
$
|
226,283
|
$
|
155,407
|
$
|
127,086
|
$
|
802,376
|
(1)
|
Signed
customer contracts are currently in place for 8 of these 17 non-training
aircraft.
|
(2)
|
No
signed customer contracts are currently in place for these 8 aircraft.
|
(3)
|
Includes
progress payments on aircraft scheduled to be delivered in future
periods.
|
Fiscal
Year Ending
|
||||||||||||||||||||||||
March
31, 2006
|
March
31, 2007
|
March
31, 2008
|
||||||||||||||||||||||
Orders
|
Options
|
Orders
|
Options
|
Orders
|
Options
|
|||||||||||||||||||
Beginning
of fiscal year
|
14
|
—
|
51
|
24
|
31
|
52
|
||||||||||||||||||
Aircraft
delivered (1)
|
(12
|
)
|
—
|
(25
|
)
|
—
|
(34
|
)
|
—
|
|||||||||||||||
Aircraft
ordered
|
49
|
—
|
17
|
(9
|
)
|
20
|
(19
|
)
|
||||||||||||||||
New
options
|
—
|
24
|
—
|
31
|
—
|
17
|
||||||||||||||||||
Training
aircraft
|
—
|
—
|
—
|
—
|
18
|
—
|
||||||||||||||||||
Orders
converted to options
|
—
|
—
|
(12
|
)
|
12
|
—
|
—
|
|||||||||||||||||
Expired
options
|
—
|
—
|
—
|
(6
|
)
|
—
|
—
|
|||||||||||||||||
End
of fiscal year
|
51
|
24
|
31
|
52
|
35
|
50
|
(1)
|
Includes
nine training aircraft delivered during fiscal year
2008.
|
Fiscal
Year ending March 31
|
||||
2009
|
$
|
13,370
|
||
2010
|
10,578
|
|||
2011
|
9,676
|
|||
2012
|
9,856
|
|||
2013
|
9,371
|
|||
Thereafter
|
26,306
|
|||
$
|
79,157
|
Amount
of Commitment Expiration Per Period
|
||||||||||||||
Total
|
Fiscal
Year 2009
|
Fiscal
Years 2010-2011
|
Fiscal
Years 2012-2013
|
Fiscal
Year 2014
and
Thereafter
|
||||||||||
(In
thousands)
|
||||||||||||||
$
|
49,220
|
|
$ |
14,150
|
$ |
5,959
|
$ |
19,875
|
$
|
9,238
|
March
31,
|
||||||||
2007
|
2008
|
|||||||
(In
thousands)
|
||||||||
Deferred
tax assets:
|
||||||||
Foreign
tax credits
|
$
|
35,910
|
$
|
15,502
|
||||
Accrued
pension liability
|
61,658
|
70,518
|
||||||
Maintenance
and repair
|
9,898
|
13,852
|
||||||
Accrued
equity compensation
|
—
|
4,662
|
||||||
Deferred
revenues
|
3,028
|
2,992
|
||||||
Other
|
7,048
|
6,787
|
||||||
Valuation
allowance
|
(9,417
|
)
|
(7,865
|
)
|
||||
Total
deferred tax
assets
|
108,125
|
106,448
|
||||||
Deferred
tax liabilities:
|
||||||||
Property
and
equipment
|
(169,957
|
)
|
(173,249
|
)
|
||||
Inventories
|
(13,172
|
)
|
(12,700
|
)
|
||||
Investments
in unconsolidated affiliates
|
(14,889
|
)
|
(17,298
|
)
|
||||
Other
|
(3,807
|
)
|
(4,186
|
)
|
||||
Total
deferred tax liabilities
|
(201,825
|
)
|
(207,433
|
)
|
||||
Net
deferred tax liabilities
|
$
|
(93,700
|
)
|
$
|
(100,985
|
)
|
Fiscal
Year Generated
|
Amount
of Carryover
|
Expiration
Date
|
||||||
(In
thousands)
|
||||||||
2004
|
$
|
3,392
|
March
31, 2014
|
|||||
Total
carryover to fiscal year
2009
|
$
|
3,392
|
Fiscal
Year Ended March 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
thousands)
|
||||||||||||
Domestic
|
$
|
3,986
|
$
|
27,376
|
$
|
29,455
|
||||||
Foreign
|
65,211
|
83,953
|
122,802
|
|||||||||
Total
|
$
|
69,197
|
$
|
111,329
|
$
|
152,257
|
Fiscal
Year Ended March 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
thousands)
|
||||||||||||
Current:
|
||||||||||||
Domestic
|
$
|
816
|
$
|
(2,764
|
)
|
$
|
4,321
|
|||||
Foreign
|
12,225
|
21,824
|
27,478
|
|||||||||
13,041
|
19,060
|
31,799
|
||||||||||
Deferred:
|
||||||||||||
Domestic
|
(1,117
|
)
|
18,352
|
16,312
|
||||||||
Foreign
|
3,616
|
5,332
|
(2,033
|
)
|
||||||||
2,499
|
23,684
|
14,279
|
||||||||||
Increase
(decrease) in valuation allowance
|
(872
|
)
|
(3,963
|
)
|
(1,552
|
)
|
||||||
Total
|
$
|
14,668
|
$
|
38,781
|
$
|
44,526
|
Fiscal
Year Ended March 31,
|
|||||||||||||
2006
|
2007
|
2008
|
|||||||||||
Statutory
rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
|||||||
Foreign
earnings taxed at rates other than the U.S. rate
|
5.6
|
%
|
11.1
|
%
|
7.2
|
%
|
|||||||
Foreign
earnings indefinitely reinvested
abroad
|
(24.5
|
)
|
%
|
(8.7
|
)
|
%
|
(11.2
|
)
|
%
|
||||
Foreign
earnings repatriated at reduced U.S.
rate
|
5.8
|
%
|
—
|
%
|
—
|
%
|
|||||||
Change
in valuation
allowance
|
(1.2
|
)
|
%
|
(3.5
|
)
|
%
|
(1.0
|
)
|
%
|
||||
State
taxes
provided
|
1.8
|
%
|
0.2
|
%
|
(0.3
|
)
|
%
|
||||||
Taxes
related to goodwill recognized upon the disposition of
Turbo
(Note
2)
|
—
|
%
|
2.2
|
%
|
—
|
%
|
|||||||
Effect
of reduction in U.K. corporate income tax rate
|
—
|
%
|
—
|
%
|
(1.7
|
)
|
%
|
||||||
Release
of deferred tax on entity
restructuring
|
—
|
%
|
—
|
%
|
(2.3
|
)
|
%
|
||||||
Other,
net
|
(1.3
|
)
|
%
|
(1.5
|
)
|
%
|
3.5
|
%
|
|||||
Effective
tax rate
|
21.2
|
%
|
34.8
|
%
|
29.2
|
% |
Jurisdiction
|
Years Open
|
|
U.S.
|
2004 to present
|
|
U.K.
|
1998 to present | |
Nigeria
|
2000 to present |
Unrecognized
tax benefits at April 1, 2007
|
$
|
6,310
|
|
Increases
for tax positions taken in prior years
|
1,487
|
||
Decreases
for tax positions taken in prior years
|
(4,380
|
)
|
|
Decreases
related to settlements with tax authorities
|
(411
|
)
|
|
Unrecognized
tax benefits at March 31, 2008
|
$
|
3,006
|
Fiscal
Year Ended
|
|||||||||
March
31,
|
|||||||||
2007
|
2008
|
||||||||
(In
thousands)
|
|||||||||
Change
in benefit obligation:
|
|||||||||
Projected
benefit obligation (PBO) at beginning of period
|
$
|
429,085
|
$
|
499,387
|
|||||
Service
cost
|
261
|
285
|
|||||||
Interest
cost
|
22,703
|
26,521
|
|||||||
Actuarial
gain
(loss)
|
9,162
|
(2,776
|
)
|
||||||
Benefit
payments and
expenses
|
(17,547
|
)
|
(17,603
|
)
|
|||||
Effect
of exchange rate
changes
|
55,723
|
6,166
|
|||||||
Projected
benefit obligation (PBO) at end of
period
|
$
|
499,387
|
$
|
511,980
|
|||||
Change
in plan assets:
|
|||||||||
Market
value of assets at beginning of
period
|
$
|
329,771
|
$
|
386,318
|
|||||
Actual
return on
assets
|
20,347
|
(10,556
|
)
|
||||||
Employer
contributions
|
10,832
|
14,703
|
|||||||
Benefit
payments and
expenses
|
(17,547
|
)
|
(17,603
|
)
|
|||||
Effect
of exchange rate
changes
|
42,915
|
4,962
|
|||||||
Market
value of assets at end of
period
|
$
|
386,318
|
$
|
377,824
|
|||||
Reconciliation
of funded status:
|
|||||||||
Accumulated
benefit obligation
(ABO)
|
$
|
499,387
|
$
|
511,980
|
|||||
Projected
benefit obligation
(PBO)
|
$
|
499,387
|
$
|
511,980
|
|||||
Fair
value of
assets
|
(386,318
|
)
|
(377,824
|
)
|
|||||
Net
recognized pension
liability
|
$
|
113,069
|
$
|
134,156
|
|||||
Amounts
recognized in accumulated other comprehensive loss
|
$
|
163,096
|
$
|
195,902
|
Fiscal
Year Ended March 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
thousands)
|
||||||||||||
Components
of net periodic pension cost:
|
||||||||||||
Service
cost for benefits earned during the period
|
$
|
280
|
$
|
261
|
$
|
285
|
||||||
Interest
cost on
PBO
|
21,326
|
22,703
|
26,521
|
|||||||||
Expected
return on
assets
|
(19,401
|
)
|
(23,490
|
)
|
(27,454
|
)
|
||||||
Amortization
of unrecognized
losses
|
3,649
|
3,641
|
4,141
|
|||||||||
Net
periodic pension
cost
|
$
|
5,854
|
$
|
3,115
|
$
|
3,493
|
Fiscal
Year Ended March 31,
|
||||||
2006
|
2007
|
2008
|
||||
Discount
rate
|
4.95%
|
5.30%
|
6.20%
|
|||
Expected
long-term rate of return on assets
|
6.90%
|
6.60%
|
7.10%
|
|||
Rate
of compensation
increase
|
2.70%
|
3.00%
|
3.50%
|
(i)
|
to
ensure that sufficient assets are available to pay out members’ benefits
as and when they arise;
|
(ii)
|
to
ensure that, should the Scheme be discontinued at any point in time, there
would be sufficient assets to meet the discontinued liabilities (on
actuarial advice) at the cost of securing benefits for pensioners with an
insurance company, and provide deferred members with the cash equivalent
of their deferred benefits; and
|
(iii)
|
subject
to these constraints, the Trustees’ investment objective is to maximize
the return on the assets held.
|
Target
Allocation
As
of March 31,
|
Actual
Allocation
as
of March 31,
|
|||||||||||
Asset
Category
|
2007
|
2008
|
2007
|
2008
|
||||||||
Equity
securities
|
66.0
|
%
|
68.0
|
%
|
67.8
|
%
|
64.8
|
%
|
||||
Debt
securities
|
34.0
|
%
|
31.7
|
%
|
31.7
|
%
|
34.3
|
%
|
||||
Other
assets
|
0.0
|
%
|
0.3
|
%
|
0.5
|
%
|
0.9
|
%
|
||||
Total
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Projected
Benefit Payments by the Plan for Fiscal Years Ending March
31,
|
Payments
|
|||
(In thousands)
|
||||
2009
|
$
|
20,074
|
||
2010
|
21,465
|
|||
2011
|
23,453
|
|||
2012
|
25,440
|
|||
2013
|
27,030
|
|||
Aggregate
2014 – 2018
|
162,975
|
·
|
The
1994 Long-Term Management Incentive Plan, as amended (“1994 Plan”), which
provided for awards to officers and key employees in the form of stock
options, stock appreciation rights, restricted stock, deferred stock,
other stock-based awards or any combination thereof. Options
become exercisable at such time or times as determined at the date of
grant and expire no more than ten years after the date of
grant. This plan expired in
2005.
|
·
|
The
2004 Stock Incentive Plan (“2004 Plan”), which provided for awards to
officers and key employees in the form of stock options, stock
appreciation rights, restricted stock, other stock-based awards or any
combination thereof. Options become exercisable at such time or
times as determined at the date of grant and expire no more than ten years
after the date of grant. This plan expired in
2007.
|
·
|
The
1991 Non-qualified Stock Option Plan for Non-employee Directors, as
amended, (“1991 Director Plan”), which provided that as of the date of
each annual meeting, each non-employee director who meets certain
attendance criteria was automatically granted an option to purchase 2,000
shares of our Common Stock. The exercise price of the options
granted is equal to the fair market value of the Common Stock on the date
of grant, and the options are exercisable not earlier than six months
after the date of grant and have an indefinite term. This plan
expired in 2003.
|
Fiscal
Year Ended
|
|||
March
31, 2007
|
|||
(In
thousands)
|
|||
Reduction
in income before provision for income taxes and minority
interest
|
$
|
2,527
|
|
Reduction in net
income
|
1,643
|
Fiscal
Year Ended
|
|||
March
31, 2007
|
|||
Decrease
in earnings per share:
|
|||
Basic
|
$
|
(0.07
|
)
|
Diluted
|
(0.06
|
)
|
Weighted
Average
Exercise
Prices
|
Number
of
Shares
|
Weighted
Average
Remaining
Contractual
Life
|
Aggregate
Intrinsic
Value
|
|||||||||||||
(In
years)
|
(In
thousands)
|
|||||||||||||||
Outstanding
at March 31, 2007
|
$
|
28.42
|
763,301
|
|||||||||||||
Granted
|
46.84
|
246,960
|
||||||||||||||
Exercised
|
25.11
|
(230,570
|
)
|
|||||||||||||
Expired
or forfeited
|
35.37
|
(17,826
|
)
|
|||||||||||||
Outstanding
at March 31, 2008
|
|
35.40
|
761,865
|
8.30
|
$
|
13,783
|
||||||||||
Exercisable
at March 31, 2008
|
31.19
|
437,451
|
7.97
|
$
|
10,041
|
Fiscal
Years Ended
March
31,
|
|||||||
2007
|
2008
|
||||||
Risk
free interest rate
|
5.0%
- 5.2
|
%
|
3.0%
- 4.7
|
%
|
|||
Expected
life (years)
|
4
|
4
|
|||||
Volatility
|
30%
- 34
|
%
|
34%
- 45
|
%
|
|||
Dividend
yield
|
—
|
—
|
|||||
Weighted
average grant-date fair value of options granted
|
$12.01
|
$18.94
|
Weighted
|
||||||||
Average
|
||||||||
Grant
|
||||||||
Date
Fair
|
||||||||
Value
|
||||||||
Units
|
Per
Unit
|
|||||||
Non-vested
as of March 31, 2007
|
371,940
|
$
|
32.20
|
|||||
Granted
|
214,610
|
45.17
|
||||||
Forfeited
|
(34,030
|
)
|
35.63
|
|||||
Vested
|
(57,350
|
)
|
33.02
|
|||||
Non-vested
as of March 31, 2008
|
495,170
|
37.47
|
Fiscal
Year Ended
March
31, 2006
|
||||
(In
thousands,
except
per share amounts)
|
||||
Net
income, as reported
|
$
|
57,809
|
||
Stock-based
employee compensation expense included
in
reported net income, net of tax
|
476
|
|||
Stock-based
employee compensation expense, net of tax
|
(1,758
|
)
|
||
Pro
forma net income
|
$
|
56,527
|
||
Basic
earnings per common share:
|
||||
Earnings
per common share, as reported
|
$
|
2.48
|
||
Stock-based
employee compensation expense, net of tax
|
(0.06
|
)
|
||
Pro
forma basic earnings per common share
|
$
|
2.42
|
||
Diluted
earnings per common share:
|
||||
Earnings
per common share, as reported
|
$
|
2.45
|
||
Stock-based
employee compensation expense, net of tax
|
(0.06
|
)
|
||
Pro
forma diluted earnings per common share
|
$
|
2.39
|
Market
Value of
Common
Stock on
September
15, 2009
|
Number
of Shares of
Common
Stock Issued
for
Each Share of
Preferred
Stock
|
Total
Number of Shares of
Common
Stock Issued
for
4,600,000 Shares of
Preferred
Stock
|
||
$35.26
or less
|
1.4180
|
6,522,800
|
||
Between
$35.26 and $43.19
|
1.4180
to 1.1577
|
6,522,799
to 5,324,961
|
||
$43.19
or greater
|
1.1576
|
5,324,960
|
Fiscal
Year Ended March 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
Earnings
(in thousands):
|
||||||||||||
Continuing
operations:
|
||||||||||||
Income
available to common stockholders – basic
|
$
|
54,310
|
$
|
64,715
|
$
|
95,164
|
||||||
Preferred
Stock dividends
|
—
|
6,633
|
12,650
|
|||||||||
Income
available to common stockholders – diluted
|
$
|
54,310
|
$
|
71,348
|
$
|
107,814
|
||||||
Discontinued
operations:
|
||||||||||||
Income
(loss) available to common stockholders – basic and
diluted
|
$
|
3,499
|
$
|
2,824
|
$
|
(3,822
|
)
|
|||||
Net
earnings:
|
||||||||||||
Income
available to common stockholders – basic
|
$
|
57,809
|
$
|
67,539
|
$
|
91,342
|
||||||
Preferred
Stock dividends
|
—
|
6,633
|
12,650
|
|||||||||
Income
available to common stockholders – diluted
|
$
|
57,809
|
$
|
74,172
|
$
|
103,992
|
||||||
Shares:
|
||||||||||||
Weighted
average number of common shares outstanding – basic
|
23,341,315
|
23,496,253
|
23,772,425
|
|||||||||
Assumed
conversion of Preferred Stock outstanding during the
period
|
—
|
3,420,621
|
6,522,800
|
|||||||||
Net
effect of dilutive stock options and restricted stock units based on the
treasury stock method
|
262,877
|
137,880
|
218,677
|
|||||||||
Weighted
average number of common shares outstanding – diluted
|
23,604,192
|
27,054,754
|
30,513,902
|
|||||||||
Basic
earnings per common share:
|
||||||||||||
Earnings
from continuing operations
|
$
|
2.33
|
$
|
2.75
|
$
|
4.00
|
||||||
Earnings
(loss) from discontinued operations
|
0.15
|
0.12
|
(0.16
|
)
|
||||||||
Net
earnings
|
$
|
2.48
|
$
|
2.87
|
$
|
3.84
|
||||||
Diluted
earnings per common share:
|
||||||||||||
Earnings
from continuing operations
|
$
|
2.30
|
$
|
2.64
|
$
|
3.53
|
||||||
Earnings (loss)
from discontinued operations
|
0.15
|
0.10
|
(0.12
|
)
|
||||||||
Net
earnings
|
$
|
2.45
|
$
|
2.74
|
$
|
3.41
|
Fiscal
Year Ended March 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
thousands)
|
||||||||||||
Segment
gross revenue from external customers:
|
||||||||||||
North
America
|
$
|
211,469
|
$
|
235,178
|
$
|
234,717
|
||||||
South
and Central America
|
42,869
|
52,820
|
63,863
|
|||||||||
Europe
|
241,750
|
292,705
|
359,706
|
|||||||||
West
Africa
|
107,411
|
131,141
|
170,770
|
|||||||||
Southeast
Asia
|
61,168
|
73,404
|
111,117
|
|||||||||
Other
International
|
33,934
|
45,876
|
46,737
|
|||||||||
EH
Centralized Operations
|
10,607
|
11,996
|
10,931
|
|||||||||
Bristow
Academy
|
—
|
—
|
14,787
|
|||||||||
Corporate
|
693
|
475
|
136
|
|||||||||
Total
segment gross revenue
|
$
|
709,901
|
$
|
843,595
|
$
|
1,012,764
|
Intrasegment
gross revenue:
|
||||||||||||
North
America
|
$
|
5,013
|
$
|
4,800
|
$
|
2,941
|
||||||
South
and Central America
|
—
|
—
|
—
|
|||||||||
Europe
|
3,544
|
5,229
|
2,038
|
|||||||||
West
Africa
|
—
|
—
|
—
|
|||||||||
Southeast
Asia
|
—
|
—
|
—
|
|||||||||
Other
International
|
1,405
|
129
|
781
|
|||||||||
EH
Centralized Operations
|
142
|
1,900
|
11,435
|
|||||||||
Bristow
Academy
|
—
|
—
|
—
|
|||||||||
Total
intrasegment gross revenue
|
$
|
10,104
|
$
|
12,058
|
$
|
17,195
|
Fiscal
Year Ended March 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
thousands)
|
||||||||||||
Consolidated
gross revenue reconciliation:
|
||||||||||||
North
America
|
$
|
216,482
|
$
|
239,978
|
$
|
237,658
|
||||||
South
and Central America
|
42,869
|
52,820
|
63,863
|
|||||||||
Europe
|
245,294
|
297,934
|
361,744
|
|||||||||
West
Africa
|
107,411
|
131,141
|
170,770
|
|||||||||
Southeast
Asia
|
61,168
|
73,404
|
111,117
|
|||||||||
Other
International
|
35,339
|
46,005
|
47,518
|
|||||||||
EH
Centralized Operations
|
10,749
|
13,896
|
22,366
|
|||||||||
Bristow
Academy
|
—
|
—
|
14,787
|
|||||||||
Intrasegment
eliminations
|
(10,104
|
)
|
(12,058
|
)
|
(17,195
|
)
|
||||||
Corporate
|
693
|
475
|
136
|
|||||||||
Total
consolidated gross revenue
|
$
|
709,901
|
$
|
843,595
|
$
|
1,012,764
|
Consolidated
operating income (loss) reconciliation:
|
||||||||||||
North
America
|
$
|
30,717
|
$
|
29,210
|
$
|
32,559
|
||||||
South
and Central America
|
6,662
|
15,825
|
14,852
|
|||||||||
Europe
|
48,692
|
52,819
|
77,348
|
|||||||||
West
Africa
|
11,981
|
18,798
|
31,941
|
|||||||||
Southeast
Asia
|
9,851
|
13,370
|
23,754
|
|||||||||
Other
International
|
9,062
|
9,309
|
(283
|
)
|
||||||||
EH
Centralized Operations
|
(25,012
|
)
|
(13,580
|
)
|
(13,391
|
)
|
||||||
Bristow
Academy
|
—
|
—
|
(809
|
)
|
||||||||
Gain
on disposal of assets
|
103
|
10,615
|
9,390
|
|||||||||
Corporate
|
(23,589
|
)
|
(25,238
|
)
|
(26,613
|
)
|
||||||
Total
consolidated operating income
|
$
|
68,467
|
$
|
111,128
|
$
|
148,748
|
Capital
expenditures:
|
||||||||||||
North
America
|
$
|
16,541
|
$
|
29,064
|
$
|
34,518
|
||||||
South
and Central America
|
537
|
30,025
|
9,007
|
|||||||||
Europe
|
39,521
|
88,400
|
107,212
|
|||||||||
West
Africa
|
28,716
|
1,892
|
15,823
|
|||||||||
Southeast
Asia
|
1,349
|
221
|
4,355
|
|||||||||
Other
International
|
1,007
|
1,861
|
8,974
|
|||||||||
EH
Centralized Operations
|
4
|
63
|
297
|
|||||||||
Bristow
Academy
|
—
|
—
|
7,073
|
|||||||||
Corporate
(1)
|
66,480
|
153,080
|
150,608
|
|||||||||
Total
capital expenditures (2)
|
$
|
154,155
|
$
|
304,606
|
$
|
337,867
|
Depreciation
and amortization:
|
||||||||||||
North
America
|
$
|
12,436
|
$
|
11,553
|
$
|
12,245
|
||||||
South
and Central America
|
3,661
|
3,891
|
3,878
|
|||||||||
Europe
|
10,803
|
11,671
|
17,668
|
|||||||||
West
Africa
|
5,741
|
6,601
|
8,090
|
|||||||||
Southeast
Asia
|
3,681
|
3,497
|
4,090
|
|||||||||
Other
International
|
3,031
|
3,511
|
5,161
|
|||||||||
EH
Centralized Operations
|
2,612
|
1,510
|
753
|
|||||||||
Bristow
Academy
|
—
|
—
|
1,840
|
|||||||||
Corporate
|
95
|
225
|
415
|
|||||||||
Total
depreciation and amortization
|
$
|
42,060
|
$
|
42,459
|
$
|
54,140
|
March
31,
|
||||||||
2007
|
2008
|
|||||||
(In
thousands)
|
||||||||
Identifiable
assets:
|
||||||||
North
America
|
$
|
249,084
|
$
|
301,494
|
||||
South
and Central America
|
109,279
|
132,038
|
||||||
Europe
|
416,447
|
509,413
|
||||||
West
Africa
|
167,826
|
252,458
|
||||||
Southeast
Asia
|
92,173
|
165,431
|
||||||
Other
International
|
79,385
|
99,185
|
||||||
EH
Centralized Operations
|
47,049
|
51,291
|
||||||
Bristow
Academy
|
—
|
33,966
|
||||||
Corporate
(3)
|
318,406
|
432,079
|
||||||
Total
identifiable assets (4)
|
$
|
1,479,649
|
$
|
1,977,355
|
(1)
|
Includes
$66.1 million, $152.9 million and $150.4 million of construction in
progress payments that were not allocated to business units in fiscal
years 2006, 2007 and 2008, respectively.
|
(2)
|
Excludes
$0.1 million, $0.2 million and $0.1 million of capital expenditures for
discontinued operations for fiscal years 2006, 2007 and 2008,
respectively.
|
(3)
|
Includes
$167.8 million and $182.9 million in progress payments on aircraft
scheduled to be delivered in future periods for fiscal years 2007 and
2008, respectively, which is included in construction in progress within
property and equipment on our consolidated balance sheets as of March 31,
2007 and 2008.
|
(4)
|
Excludes
$26.2 million in identifiable assets from discontinued operations as of
March 31, 2007.
|
Fiscal
Year Ended March 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
thousands)
|
||||||||||||
Gross
revenue:
|
||||||||||||
United
Kingdom
|
$
|
250,304
|
$
|
304,669
|
$
|
357,706
|
||||||
United
States
|
158,135
|
186,187
|
249,641
|
|||||||||
Nigeria
|
107,411
|
131,141
|
170,770
|
|||||||||
Australia
|
52,382
|
66,679
|
102,774
|
|||||||||
Trinidad
|
24,659
|
30,355
|
37,441
|
|||||||||
Mexico
|
10,849
|
14,021
|
17,014
|
|||||||||
Other
countries
|
106,161
|
110,543
|
77,418
|
|||||||||
$
|
709,901
|
$
|
843,595
|
$
|
1,012,764
|
March
31,
|
||||||||
2007
|
2008
|
|||||||
(In
thousands)
|
||||||||
Long-lived
assets
|
||||||||
United
States (1)
|
$
|
141,963
|
$
|
194,482
|
||||
United
Kingdom
|
234,710
|
333,686
|
||||||
Nigeria
|
114,916
|
132,935
|
||||||
Norway
|
59,004
|
95,651
|
||||||
Australia
|
59,027
|
74,533
|
||||||
Trinidad
|
40,813
|
46,179
|
||||||
Other
countries
|
73,298
|
112,190
|
||||||
Construction
in progress attributable to aircraft (2)
|
167,790
|
182,882
|
||||||
$
|
891,521
|
$
|
1,172,538
|
(1)
|
Excludes
$0.4 million in long-lived assets from discontinued operations as of March
31, 2007.
|
(2)
|
These
costs have been disclosed separately as the physical location where the
aircraft will ultimately be operated is subject to
change.
|
Fiscal
Quarter Ended
|
||||||||||||||||
June
30
|
September 30
(1)
|
December 31
(2)
|
March 31
(3)(4)
|
|||||||||||||
(In
thousands, except per share amounts)
|
||||||||||||||||
Fiscal
Year 2007
|
||||||||||||||||
Gross
revenue
|
$
|
206,280
|
$
|
209,629
|
$
|
211,009
|
$
|
216,677
|
||||||||
Operating
income (5)
(6)
|
29,641
|
29,470
|
20,241
|
31,776
|
||||||||||||
Income
from continuing operations (5) (6)
(7)
|
16,289
|
18,145
|
9,934
|
26,980
|
||||||||||||
Income
from discontinued operations (8)
|
940
|
930
|
517
|
437
|
||||||||||||
Basic
earnings per common share:
|
||||||||||||||||
Earnings
from continuing operations
|
$
|
0.70
|
$
|
0.76
|
$
|
0.29
|
$
|
1.01
|
||||||||
Earnings
from discontinued operations
|
|
0.04
|
0.04
|
0.02
|
0.02
|
|||||||||||
Net
earnings
|
$
|
0.74
|
$
|
0.80
|
$
|
0.31
|
$
|
1.03
|
||||||||
Diluted
earnings per share:
|
||||||||||||||||
Earnings
from continuing operations
|
$
|
0.69
|
$
|
0.75
|
$
|
0.29
|
$
|
0.89
|
||||||||
Earnings
from discontinued operations
|
0.04
|
0.04
|
0.02
|
0.02
|
||||||||||||
Net
earnings
|
$
|
0.73
|
$
|
0.79
|
$
|
0.31
|
$
|
0.91
|
||||||||
Fiscal
Year 2008
|
||||||||||||||||
Gross
revenue
|
$
|
231,151
|
$
|
259,808
|
$
|
261,520
|
$
|
260,285
|
||||||||
Operating
income (5)
(6)
|
28,786
|
49,718
|
36,748
|
33,496
|
||||||||||||
Income
from continuing operations (5) (6) (7)
(9)
|
21,910
|
33,335
|
26,234
|
26,335
|
||||||||||||
Income
(loss) from discontinued operations (8)
|
762
|
615
|
(6,086
|
)
|
887
|
|||||||||||
Basic
earnings per common share:
|
||||||||||||||||
Earnings
from continuing operations
|
$
|
0.80
|
$
|
1.27
|
$
|
0.97
|
$
|
0.97
|
||||||||
Earnings
(loss) from discontinued operations
|
0.03
|
0.03
|
(0.26
|
)
|
0.04
|
|||||||||||
Net
earnings
|
$
|
0.83
|
$
|
1.30
|
$
|
0.71
|
$
|
1.01
|
||||||||
Diluted
earnings per share:
|
||||||||||||||||
Earnings
from continuing operations
|
$
|
0.73
|
$
|
1.10
|
$
|
0.86
|
$
|
0.86
|
||||||||
Earnings
(loss) from discontinued operations
|
0.02
|
0.02
|
(0.20
|
)
|
0.03
|
|||||||||||
Net
earnings
|
$
|
0.75
|
$
|
1.12
|
$
|
0.66
|
$
|
0.89
|
(1)
|
Operating
income and income from continuing operations for the fiscal quarter ended
September 30, 2007 included $5.4 million in reversal of accrual for sales
tax contingency ($2.8 million of which was originally accrued in the
fiscal quarter ended December 31, 2006) in West Africa which is included
in direct costs in our consolidated statements of
income.
|
(2)
|
Income
from continuing operations for the fiscal quarter ended December 31, 2006
included expense of $1.2 million, net of taxes, for acquisition costs
previously deferred in connection with an acquisition we were evaluating
as we determined that the acquisition was no longer
probable. This quarter also included additional tax expense of
$2.5 million related to the sale of certain assets of Turbo completed in
November 2006. See discussion of the Turbo asset sale in Note
2.
|
(3)
|
Income
from continuing operations for the fiscal quarter ended March 31, 2007
included an after-tax gain on the sale of our investment in Aeroleo of
$1.6 million on March 30, 2007, which is included in other income
(expense), net in our consolidated statements of income. See
discussion in Note 3.
|
(4)
|
Income
from continuing operations for the fiscal quarters ended March 31, 2007
and 2008 included dividend income received from an unconsolidated
affiliate, net of taxes, of $1.7 million and $1.8 million, respectively.
Operating income and income from continuing operations for the fiscal
quarter ended March 31, 2008 included expense of $2.9 million, net of
taxes, related to a claim by a former agent who we terminated in
connection with the Internal Review. These costs are included
in general and administrative expenses in our consolidated statements of
income. Also for the fiscal quarter ended March 31, 2008,
operating income and income from continuing operations included reversals
of accruals for tax items of $1.0 million and $0.8 million, net of taxes,
in Europe and West Africa, respectively, and $6.0 million in tax benefit
which directly reduced our provision of income taxes associated with
reduced U.K. corporate tax rates and an internal reorganization (see Note
7). The reversals of accruals in Europe and West Africa are
included in direct costs in our consolidated statements of
income. Operating income and income from continuing operations
for the fiscal quarter ended March 31, 2008 included $1.2 million,
net of taxes, of retirement related expenses for retirement
agreements executed between the Company and two of our corporate officers,
which were recorded in general and administrative expenses in our
consolidated statements of income.
|
(5)
|
Operating
income and income from continuing operations included legal and
professional costs in connection with the Internal Review and DOJ
investigation totaling $0.7 million and $0.5 million, respectively, for
the fiscal quarter ended June 30, 2006; $0.3 million and $0.2
million, respectively, for the fiscal quarter ended September 30, 2006;
$3.7 million and $2.4 million, respectively, for the fiscal quarter ended
December 31, 2006; and $0.4 million and $0.3 million, respectively, for
the fiscal quarter ended March 31, 2007. Operating income and
income from continuing operations included legal and professional costs in
connection with the Internal Review and DOJ investigation totaling; $0.5
million and $0.3 million, respectively, for the fiscal quarter ended
September 30, 2007; $0.3 million and $0.2 million, respectively, for the
fiscal quarter ended December 31, 2007; and $0.5 million and $0.3 million,
respectively, for the fiscal quarter ended March 31,
2008. Income from continuing operations amounts are presented
on an after-tax basis. In December 2006, we
recorded a pre-tax charge of $3.0 million for costs and fees we expected
to incur in connection with the resolution of the SEC investigation
regarding findings resulting from the Internal Review, a substantial
portion of which related to legal fees in connection with the
investigation. We
reversed $1.0 million ($0.7 million, net
of taxes) of this charge in September 2007 upon settlement of the
investigation with the SEC.
|
(6)
|
Operating
income and income from continuing operations for the fiscal quarters ended
June 30, September 30 and December 31, 2006 and March 31, 2007 included
$0.7 million, $2.4 million, $0.7 million and $3.2 million, respectively,
in gains on disposal of assets, net of taxes. Operating income
and income from continuing operations for the fiscal quarters ended June
30, September 30 and December 31, 2007 and March 31, 2008 included $0.4
million, $(0.5) million, $2.7 million and $3.5 million, respectively, in
gains (losses) on disposal of assets, net of taxes.
|
(7)
|
Income
from continuing operations for the fiscal quarters ended June 30,
September 30 and December 31, 2006 and March 31, 2007 included $3.1
million, $0.9 million, $2.2 million and $0.1 million, respectively, of
foreign currency transaction losses, net of taxes. Income from
continuing operations for fiscal quarters ended June 30, September 30 and
December 31, 2007 and March 31, 2008 included $0.4 million, $0.2 million,
$0.6 million, and $(0.2) million, respectively, of foreign currency
transaction gains (losses), net of taxes.
|
(8)
|
On
November 2, 2007, we sold our Grasso business, which comprised our entire
Production Management Services segment. The financial results
for our Production Management Services segment through November 2, 2007
are classified as discontinued operations. Income from
discontinued operations for the fiscal quarter ended December 31, 2007
included an after-tax loss of $5.3 million related to the
sale.
|
(9)
|
Income
from continuing operations for the fiscal quarters ended June, September
and December 2007 and March 31, 2008 included $0.2 million, $1.5 million,
$2.0 million and $2.8 million, respectively, of interest expense, net of
interest income from invested proceeds, from issuance of the 7 ½% Senior
Notes in June and November 2007, net of taxes. See a discussion
of the 7 ½% Senior Notes in Note 5.
|
Parent
|
Non-
|
|||||||||||||||||||
Company
|
Guarantor
|
Guarantor
|
||||||||||||||||||
Only
|
Subsidiaries
|
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Revenue:
|
||||||||||||||||||||
Gross
revenue
|
$
|
692
|
$
|
236,543
|
$
|
472,666
|
$
|
—
|
$
|
709,901
|
||||||||||
Intercompany
revenue
|
—
|
8,263
|
8,831
|
(17,094
|
)
|
—
|
||||||||||||||
692
|
244,806
|
481,497
|
(17,094
|
)
|
709,901
|
|||||||||||||||
Operating
expense:
|
||||||||||||||||||||
Direct
cost
|
16
|
172,047
|
368,247
|
—
|
540,310
|
|||||||||||||||
Intercompany
expenses
|
—
|
8,831
|
7,823
|
(16,654
|
)
|
—
|
||||||||||||||
Depreciation
and amortization
|
95
|
17,559
|
24,406
|
—
|
42,060
|
|||||||||||||||
General
and administrative
|
24,168
|
12,246
|
23,193
|
(440
|
)
|
59,167
|
||||||||||||||
Gain
on disposal of assets
|
4
|
(589
|
)
|
482
|
—
|
(103
|
)
|
|||||||||||||
24,283
|
210,094
|
424,151
|
(17,094
|
)
|
641,434
|
|||||||||||||||
Operating
income (loss)
|
(23,591
|
)
|
34,712
|
57,346
|
—
|
68,467
|
||||||||||||||
Earnings
(losses) from unconsolidated affiliates, net
|
35,737
|
(2,534
|
)
|
9,500
|
(35,945
|
)
|
6,758
|
|||||||||||||
Interest
income
|
54,920
|
90
|
4,244
|
(55,208
|
)
|
4,046
|
||||||||||||||
Interest
expense
|
(14,597
|
)
|
(11
|
)
|
(55,289
|
)
|
55,208
|
(14,689
|
)
|
|||||||||||
Other
income net
|
(515
|
)
|
10
|
5,120
|
—
|
4,615
|
||||||||||||||
Income
from continuing operations before provision for income taxes and minority
interest
|
51,954
|
32,267
|
20,921
|
(35,945
|
)
|
69,197
|
||||||||||||||
Allocation
of consolidated income taxes
|
6,010
|
(458
|
)
|
(20,220
|
)
|
—
|
(14,668
|
)
|
||||||||||||
Minority
interest
|
(155
|
)
|
—
|
(64
|
)
|
—
|
(219
|
)
|
||||||||||||
Income
from continuing operations
|
57,809
|
31,809
|
637
|
(35,945
|
)
|
54,310
|
||||||||||||||
Discontinued
operations:
|
||||||||||||||||||||
Income
from discontinued operations before provision for income
taxes
|
—
|
5,438
|
—
|
—
|
5,438
|
|||||||||||||||
Provision
for income taxes on discontinued operations
|
—
|
(1,939
|
)
|
—
|
—
|
(1,939
|
)
|
|||||||||||||
Income
from discontinued operations
|
—
|
3,499
|
—
|
—
|
3,499
|
|||||||||||||||
Net
income
|
$
|
57,809
|
$
|
35,308
|
$
|
637
|
$
|
(35,945
|
)
|
$
|
57,809
|
Parent
|
Non-
|
|||||||||||||||||||
Company
|
Guarantor
|
Guarantor
|
||||||||||||||||||
Only
|
Subsidiaries
|
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Net
cash provided by operating activities
|
$
|
42,235
|
$
|
48,593
|
$
|
16,797
|
$
|
(68,360
|
)
|
$
|
39,265
|
|||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||
Capital
expenditures
|
(520
|
)
|
(109,618
|
)
|
(29,434
|
)
|
—
|
(139,572
|
)
|
|||||||||||
Proceeds
from asset dispositions
|
73
|
61,581
|
23,738
|
—
|
85,392
|
|||||||||||||||
Investments
|
—
|
2,000
|
(2,000
|
)
|
—
|
—
|
||||||||||||||
Net
cash used in investing activities
|
(447
|
)
|
(46,037
|
) |
(7,696
|
)
|
—
|
(54,180
|
)
|
|||||||||||
Cash
flows from financing activities:
|
||||||||||||||||||||
Proceeds
from borrowings
|
20,691
|
—
|
—
|
(20,691
|
)
|
—
|
||||||||||||||
Debt
issuance costs
|
(2,564
|
)
|
—
|
—
|
—
|
(2,564
|
)
|
|||||||||||||
Repayment
of debt and debt redemption premiums
|
—
|
—
|
(4,070
|
)
|
—
|
(4,070
|
)
|
|||||||||||||
Increases
(decreases) in cash related to
intercompany
advances and debt
|
(10,501
|
)
|
(4,600
|
)
|
(6,804
|
)
|
21,905
|
—
|
||||||||||||
Partial
prepayment of put/call obligation
|
(129
|
)
|
—
|
—
|
—
|
(129
|
)
|
|||||||||||||
Dividends
paid
|
—
|
(4,500
|
)
|
(62,646
|
)
|
67,146
|
—
|
|||||||||||||
Issuance
of common stock
|
1,369
|
—
|
—
|
—
|
1,369
|
|||||||||||||||
Net
cash provided (used in) by financing activities
|
8,866
|
(9,100
|
)
|
(73,520
|
)
|
68,360
|
(5,394
|
)
|
||||||||||||
Effect
of exchange rate changes on cash and cash
equivalents
|
—
|
—
|
(3,649
|
)
|
—
|
(3,649
|
)
|
|||||||||||||
Net
increase (decrease) in cash and cash equivalents
|
50,654
|
(6,544
|
)
|
(68,068
|
)
|
—
|
(23,958
|
)
|
||||||||||||
Cash
and cash equivalents at beginning of
period
|
23,947
|
7,907
|
114,586
|
—
|
146,440
|
|||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
74,601
|
$
|
1,363
|
$
|
46,518
|
$
|
—
|
$
|
122,482
|
Parent
|
Non-
|
|||||||||||||||||||
Company
|
Guarantor
|
Guarantor
|
||||||||||||||||||
Only
|
Subsidiaries
|
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Revenue:
|
||||||||||||||||||||
Gross
revenue
|
$
|
475
|
$
|
275,606
|
$
|
567,514
|
$
|
—
|
$
|
843,595
|
||||||||||
Intercompany
revenue
|
—
|
15,705
|
12,173
|
(27,878
|
)
|
—
|
||||||||||||||
475
|
291,311
|
579,687
|
(27,878
|
)
|
843,595
|
|||||||||||||||
Operating
expense:
|
||||||||||||||||||||
Direct
cost
|
9
|
196,920
|
437,373
|
—
|
634,302
|
|||||||||||||||
Intercompany
expenses
|
—
|
12,161
|
15,667
|
(27,828
|
)
|
—
|
||||||||||||||
Depreciation
and amortization
|
225
|
18,435
|
23,799
|
—
|
42,459
|
|||||||||||||||
General
and administrative
|
25,480
|
13,464
|
27,427
|
(50
|
)
|
66,321
|
||||||||||||||
Gain
on disposal of assets
|
—
|
(1,110
|
)
|
(9,505
|
)
|
—
|
(10,615
|
)
|
||||||||||||
25,714
|
239,870
|
494,761
|
(27,878
|
)
|
732,467
|
|||||||||||||||
Operating
income (loss)
|
(25,239
|
)
|
51,441
|
84,926
|
—
|
111,128
|
||||||||||||||
Earnings
from unconsolidated affiliates, net
|
37,626
|
25
|
11,613
|
(37,841
|
)
|
11,423
|
||||||||||||||
Interest
income
|
70,711
|
115
|
3,957
|
(66,067
|
)
|
8,716
|
||||||||||||||
Interest
expense
|
(11,652
|
)
|
—
|
(65,355
|
)
|
66,067
|
(10,940
|
)
|
||||||||||||
Other
income net
|
(1,927
|
)
|
(111
|
)
|
(6,960
|
)
|
—
|
(8,998
|
)
|
|||||||||||
Income
from continuing operations before provision for income taxes and minority
interest
|
69,519
|
51,470
|
28,181
|
(37,841
|
)
|
111,329
|
||||||||||||||
Allocation
of consolidated income taxes
|
4,816
|
(5,239
|
)
|
(38,358
|
)
|
—
|
(38,781
|
)
|
||||||||||||
Minority
interest
|
(163
|
)
|
—
|
(1,037
|
)
|
—
|
(1,200
|
)
|
||||||||||||
Income
from continuing operations
|
74,172
|
46,231
|
(11,214
|
)
|
(37,841
|
)
|
71,348
|
|||||||||||||
Discontinued
operations:
|
||||||||||||||||||||
Income
from discontinued operations before provision for income
taxes
|
—
|
4,409
|
—
|
—
|
4,409
|
|||||||||||||||
Provision
for income taxes on discontinued operations
|
—
|
(1,585
|
)
|
—
|
—
|
(1,585
|
)
|
|||||||||||||
Income from
discontinued operations
|
—
|
2,824
|
—
|
—
|
2,824
|
|||||||||||||||
Net
income
|
$
|
74,172
|
$
|
49,055
|
$
|
(11,214
|
)
|
$
|
(37,841
|
)
|
$
|
74,172
|
Parent
|
Non-
|
|||||||||||||||||||
Company
|
Guarantor
|
Guarantor
|
||||||||||||||||||
Only
|
Subsidiaries
|
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
ASSETS
|
||||||||||||||||||||
Current
assets:
|
||||||||||||||||||||
Cash
and cash equivalents
|
$
|
133,010
|
$
|
3,434
|
$
|
47,744
|
$
|
—
|
$
|
184,188
|
||||||||||
Accounts
receivable
|
32,103
|
51,331
|
123,453
|
(42,080
|
)
|
164,807
|
||||||||||||||
Inventories
|
—
|
72,527
|
85,036
|
—
|
157,563
|
|||||||||||||||
Prepaid
expenses and other
|
830
|
9,391
|
7,166
|
—
|
17,387
|
|||||||||||||||
Current
assets from discontinued operations
|
—
|
12,029 |
—
|
— | 12,029 | |||||||||||||||
Total
current assets
|
165,943
|
148,712
|
263,399
|
(42,080
|
)
|
535,974
|
||||||||||||||
Intercompany
investment
|
297,113
|
1,046
|
—
|
(298,159
|
)
|
—
|
||||||||||||||
Investment
in unconsolidated affiliates
|
4,643
|
1,611
|
40,574
|
—
|
46,828
|
|||||||||||||||
Intercompany
notes receivable
|
825,203
|
—
|
11,980
|
|
(837,183
|
)
|
—
|
|||||||||||||
Property
and equipment – at cost:
|
||||||||||||||||||||
Land
and buildings
|
263
|
36,624
|
14,898
|
—
|
51,785
|
|||||||||||||||
Aircraft
and equipment
|
2,259
|
548,814
|
588,708
|
—
|
1,139,781
|
|||||||||||||||
2,522
|
585,438
|
603,606
|
—
|
1,191,566
|
||||||||||||||||
Less: Accumulated
depreciation and amortization
|
(1,471
|
)
|
(121,892
|
)
|
(176,682
|
)
|
—
|
(300,045
|
)
|
|||||||||||
1,051
|
463,546
|
426,924
|
—
|
891,521
|
||||||||||||||||
Goodwill
|
—
|
4,745
|
1,774
|
111
|
6,630
|
|||||||||||||||
Other
assets
|
9,348
|
224
|
1,153
|
—
|
10,725
|
|||||||||||||||
Long-term assets from discontinued operations |
—
|
14,125 |
—
|
—
|
14,125 | |||||||||||||||
$
|
1,303,301
|
$
|
634,009
|
$
|
745,804
|
$
|
(1,177,311
|
)
|
$
|
1,505,803
|
LIABILITIES
AND STOCKHOLDERS’ INVESTMENT
|
||||||||||||||||||||
Current
liabilities:
|
||||||||||||||||||||
Accounts
payable
|
$
|
1,043
|
$
|
14,744
|
$
|
36,028
|
$
|
(11,356
|
)
|
$
|
40,459
|
|||||||||
Accrued
liabilities
|
10,736
|
15,945
|
103,141
|
(30,724
|
)
|
99,098
|
||||||||||||||
Deferred
taxes
|
217
|
—
|
17,394
|
—
|
17,611
|
|||||||||||||||
Short-term
borrowings and current
maturities
of long-term debt
|
—
|
—
|
4,852
|
—
|
4,852
|
|||||||||||||||
Current
liabilities from discontinued operations
|
—
|
5,948
|
—
|
—
|
5,948
|
|||||||||||||||
Total
current liabilities
|
11,996
|
36,637
|
161,415
|
(42,080
|
)
|
167,968
|
||||||||||||||
Long-term
debt, less current maturities
|
234,379
|
—
|
19,851
|
—
|
254,230
|
|||||||||||||||
Intercompany
notes payable
|
14,569
|
230,773
|
591,841
|
(837,183
|
)
|
—
|
||||||||||||||
Accrued
pension liabilities
|
—
|
—
|
113,069
|
—
|
113,069
|
|||||||||||||||
Other
liabilities and deferred credits
|
4,529
|
9,644
|
3,172
|
—
|
17,345
|
|||||||||||||||
Deferred
taxes
|
42,655
|
2,295
|
31,139
|
—
|
76,089
|
|||||||||||||||
Minority
interest
|
2,042
|
—
|
3,403
|
—
|
5,445
|
|||||||||||||||
Stockholders’
investment:
|
||||||||||||||||||||
Preferred
stock
|
222,554
|
—
|
—
|
—
|
222,554
|
|||||||||||||||
Common
stock
|
236
|
4,062
|
35,426
|
(39,488
|
)
|
236
|
||||||||||||||
Additional
paid-in-capital
|
169,353
|
51,170
|
8,015
|
(59,185
|
)
|
169,353
|
||||||||||||||
Retained
earnings
|
515,589
|
299,428
|
(82,414
|
)
|
(217,014
|
)
|
515,589
|
|||||||||||||
Accumulated
other comprehensive
income
(loss)
|
85,399
|
—
|
(139,113
|
)
|
17,639
|
(36,075
|
)
|
|||||||||||||
993,131
|
354,660
|
(178,086
|
)
|
(298,048
|
)
|
871,657
|
||||||||||||||
$
|
1,303,301
|
$
|
634,009
|
$
|
745,804
|
$
|
(1,177,311
|
)
|
$
|
1,505,803
|
Parent
|
Non-
|
|||||||||||||||||||
Company
|
Guarantor
|
Guarantor
|
||||||||||||||||||
Only
|
Subsidiaries
|
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Net
cash provided by (used in) operating activities
|
$
|
(15,795
|
)
|
$
|
52,987
|
$
|
76,739
|
$
|
(9,501
|
)
|
$
|
104,430
|
||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||
Capital
expenditures
|
(643
|
)
|
(215,728
|
)
|
(88,405
|
)
|
—
|
(304,776
|
)
|
|||||||||||
Proceeds
from asset dispositions
|
14,241
|
3,872
|
22,328
|
—
|
40,441
|
|||||||||||||||
Net
cash provided by (used in) investing activities
|
13,598
|
(211,856
|
)
|
(66,077
|
)
|
—
|
(264,335
|
)
|
||||||||||||
Cash
flows from financing activities:
|
||||||||||||||||||||
Issuance
of Preferred Stock
|
223,550
|
—
|
—
|
—
|
223,550
|
|||||||||||||||
Preferred
Stock issuance costs
|
(996
|
)
|
—
|
—
|
—
|
(996
|
)
|
|||||||||||||
Repayment
of debt and debt redemption premiums
|
—
|
—
|
(5,716
|
)
|
—
|
(5,716
|
)
|
|||||||||||||
Increases
(decreases) in cash related to
intercompany
advances and debt
|
(160,940
|
)
|
160,940
|
(2,760
|
)
|
2,760
|
—
|
|||||||||||||
Partial
prepayment of put/call obligation
|
(130
|
)
|
—
|
—
|
—
|
(130
|
)
|
|||||||||||||
Preferred
Stock dividends paid
|
(6,107
|
)
|
—
|
—
|
—
|
(6,107
|
)
|
|||||||||||||
Dividends
paid
|
—
|
—
|
(6,741
|
)
|
6,741
|
—
|
||||||||||||||
Issuance
of common stock
|
3,949
|
—
|
—
|
—
|
3,949
|
|||||||||||||||
Tax
benefit related to exercise of stock options
|
1,132
|
—
|
—
|
—
|
1,132
|
|||||||||||||||
Net
cash provided by (used in) financing activities
|
60,458
|
160,940
|
(15,217
|
)
|
9,501
|
215,682
|
||||||||||||||
Effect
of exchange rate changes on cash and cash equivalents
|
148
|
—
|
5,781
|
—
|
5,929
|
|||||||||||||||
Net
increase in cash and cash equivalents
|
58,409
|
2,071
|
1,226
|
—
|
61,706
|
|||||||||||||||
Cash
and cash equivalents at beginning of period
|
74,601
|
1,363
|
46,518
|
—
|
122,482
|
|||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
133,010
|
$
|
3,434
|
$
|
47,744
|
$
|
—
|
$
|
184,188
|
Parent
|
Non-
|
|||||||||||||||||||||||||
Company
|
Guarantor
|
Guarantor
|
||||||||||||||||||||||||
Only
|
Subsidiaries
|
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||
Revenue:
|
||||||||||||||||||||||||||
Gross
revenue
|
$
|
271
|
$
|
302,510
|
$
|
709,983
|
$
|
—
|
$
|
1,012,764
|
||||||||||||||||
Intercompany
revenue
|
—
|
23,220
|
25,694
|
(48,914
|
)
|
—
|
||||||||||||||||||||
271
|
325,730
|
735,677
|
(48,914
|
)
|
1,012,764
|
|||||||||||||||||||||
Operating
expense:
|
||||||||||||||||||||||||||
Direct
cost
|
144
|
203,962
|
522,327
|
—
|
726,433
|
|||||||||||||||||||||
Intercompany
expenses
|
—
|
25,845
|
23,069
|
(48,914
|
)
|
—
|
||||||||||||||||||||
Depreciation
and amortization
|
291
|
21,357
|
32,492
|
—
|
54,140
|
|||||||||||||||||||||
General
and administrative
|
27,651
|
12,832
|
52,350
|
—
|
92,833
|
|||||||||||||||||||||
Gain
on disposal of assets
|
2
|
(3,967
|
)
|
(5,425
|
)
|
—
|
(9,390
|
)
|
||||||||||||||||||
28,088
|
260,029
|
624,813
|
(48,914
|
)
|
864,016
|
|||||||||||||||||||||
Operating
income (loss)
|
(27,817
|
)
|
65,701
|
110,864
|
—
|
148,748
|
||||||||||||||||||||
Earnings
(losses) from unconsolidated affiliates, net
|
85,395
|
68
|
12,910
|
(85,395
|
)
|
12,978
|
||||||||||||||||||||
Interest
income
|
87,441
|
224
|
2,268
|
(77,208
|
)
|
12,725
|
||||||||||||||||||||
Interest
expense
|
(26,643
|
)
|
—
|
(74,344
|
)
|
77,208
|
(23,779
|
)
|
||||||||||||||||||
Other
income (expense), net
|
1,080
|
(997
|
)
|
1,502
|
—
|
1,585
|
||||||||||||||||||||
Income
from continuing operations before provision for income taxes and minority
interest
|
119,456
|
64,996
|
53,200
|
(85,395
|
)
|
152,257
|
||||||||||||||||||||
Allocation
of consolidated income taxes
|
(15,272
|
)
|
1,893
|
(31,147
|
)
|
—
|
(44,526
|
)
|
||||||||||||||||||
Minority
interest
|
(192
|
)
|
—
|
275
|
—
|
83
|
||||||||||||||||||||
Income
from continuing operations
|
103,992
|
66,889
|
22,328
|
(85,395
|
)
|
107,814
|
||||||||||||||||||||
Discontinued
operations:
|
||||||||||||||||||||||||||
Income
from discontinued operations before provision for income
taxes
|
—
|
1,722
|
—
|
—
|
1,722
|
|||||||||||||||||||||
Provision
for income taxes on discontinued operations
|
—
|
(5,544
|
)
|
—
|
—
|
(5,544
|
)
|
|||||||||||||||||||
Loss
from discontinued operations
|
—
|
(3,822
|
)
|
—
|
—
|
(3,822
|
)
|
|||||||||||||||||||
Net
income
|
$
|
103,992
|
$
|
63,067
|
$
|
22,328
|
$
|
(85,395
|
)
|
$
|
103,992
|
Parent
|
Non-
|
|||||||||||||||||||
Company
|
Guarantor
|
Guarantor
|
||||||||||||||||||
Only
|
Subsidiaries
|
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
ASSETS
|
||||||||||||||||||||
Current
assets:
|
||||||||||||||||||||
Cash
and cash equivalents
|
$
|
226,494
|
$
|
361
|
$
|
63,195
|
$
|
—
|
$
|
290,050
|
||||||||||
Accounts
receivable
|
34,679
|
73,023
|
155,232
|
(47,019
|
)
|
215,915
|
||||||||||||||
Inventories
|
—
|
76,706
|
99,533
|
—
|
176,239
|
|||||||||||||||
Prepaid
expenses and other
|
1,145
|
2,856
|
20,176
|
—
|
24,177
|
|||||||||||||||
Total
current assets
|
262,318
|
152,946
|
338,136
|
(47,019
|
)
|
706,381
|
||||||||||||||
Intercompany
investment
|
602,282
|
1,047
|
16,990
|
(620,319
|
)
|
—
|
||||||||||||||
Investment
in unconsolidated affiliates
|
4,433
|
3,639
|
44,395
|
—
|
52,467
|
|||||||||||||||
Intercompany
notes receivable
|
875,856
|
—
|
(15,145
|
)
|
(860,711
|
)
|
—
|
|||||||||||||
Property
and equipment – at cost:
|
||||||||||||||||||||
Land
and buildings
|
212
|
44,230
|
15,614
|
—
|
60,056
|
|||||||||||||||
Aircraft
and equipment
|
2,957
|
552,429
|
873,610
|
—
|
1,428,996
|
|||||||||||||||
3,169
|
596,659
|
889,224
|
—
|
1,489,052
|
||||||||||||||||
Less: Accumulated
depreciation and amortization
|
(1,146
|
)
|
(139,100
|
)
|
(176,268
|
)
|
—
|
(316,514
|
)
|
|||||||||||
2,023
|
457,559
|
712,956
|
—
|
1,172,538
|
||||||||||||||||
Goodwill
|
—
|
4,755
|
10,921
|
—
|
15,676
|
|||||||||||||||
Other
assets
|
14,183
|
4,457
|
11,653
|
—
|
30,293
|
|||||||||||||||
$
|
1,761,095
|
$
|
624,403
|
$
|
1,119,906
|
$
|
(1,528,049
|
)
|
$
|
1,977,355
|
LIABILITIES
AND STOCKHOLDERS’ INVESTMENT
|
||||||||||||||||||||
Current
liabilities:
|
||||||||||||||||||||
Accounts
payable
|
$
|
686
|
$
|
14,486
|
$
|
47,986
|
$
|
(13,508
|
)
|
$
|
49,650
|
|||||||||
Accrued
liabilities
|
10,893
|
15,780
|
106,368
|
(33,511
|
)
|
99,530
|
||||||||||||||
Deferred
taxes
|
(1,909
|
)
|
—
|
11,147
|
—
|
9,238
|
||||||||||||||
Short-term
borrowings and current maturities of long-term debt
|
—
|
—
|
6,541
|
—
|
6,541
|
|||||||||||||||
Total
current liabilities
|
9,670
|
30,266
|
172,042
|
(47,019
|
)
|
164,959
|
||||||||||||||
Long-term
debt, less current maturities
|
584,981
|
—
|
14,696
|
—
|
599,677
|
|||||||||||||||
Intercompany
notes payable
|
—
|
190,498
|
670,213
|
(860,711
|
)
|
—
|
||||||||||||||
Accrued
pension liabilities
|
—
|
—
|
134,156
|
—
|
134,156
|
|||||||||||||||
Other
liabilities and deferred credits
|
3,834
|
9,379
|
1,592
|
—
|
14,805
|
|||||||||||||||
Deferred
taxes
|
52,190
|
3,669
|
35,888
|
—
|
91,747
|
|||||||||||||||
Minority
interest
|
2,072
|
—
|
2,498
|
—
|
4,570
|
|||||||||||||||
Stockholders’
investment:
|
||||||||||||||||||||
Preferred
stock
|
222,554
|
—
|
—
|
—
|
222,554
|
|||||||||||||||
Common
stock
|
239
|
4,996
|
68,986
|
(73,982
|
)
|
239
|
||||||||||||||
Additional
paid-in-capital
|
186,390
|
23,100
|
242,983
|
(266,083
|
)
|
186,390
|
||||||||||||||
Retained
earnings
|
606,931
|
362,495
|
(60,086
|
)
|
(302,409
|
)
|
606,931
|
|||||||||||||
Accumulated
other comprehensive income
(loss)
|
92,234
|
—
|
(163,062
|
)
|
22,155
|
(48,673
|
)
|
|||||||||||||
1,108,348
|
390,591
|
88,821
|
(620,319
|
)
|
967,441
|
|||||||||||||||
$
|
1,761,095
|
$
|
624,403
|
$
|
1,119,906
|
$
|
(1,528,049
|
)
|
$
|
1,977,355
|
Parent
|
Non-
|
|||||||||||||||||||
Company
|
Guarantor
|
Guarantor
|
||||||||||||||||||
Only
|
Subsidiaries
|
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Net
cash provided by (used in) operating activities
|
$
|
(418
|
)
|
$
|
83,358
|
$
|
7,803
|
$
|
(3,186
|
)
|
$
|
87,557
|
||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||
Capital
expenditures
|
(164
|
)
|
(270,819
|
)
|
(67,020
|
)
|
—
|
(338,003
|
)
|
|||||||||||
Proceeds
from asset dispositions
|
—
|
19,376
|
7,247
|
—
|
26,623
|
|||||||||||||||
Acquisitions,
net of cash received
|
(16,990
|
)
|
—
|
2,368
|
—
|
(14,622
|
)
|
|||||||||||||
Net
proceeds from sale of discontinued operations
|
21,958
|
—
|
—
|
—
|
21,958
|
|||||||||||||||
Notes
issued to unconsolidated affiliate
|
—
|
(4,141
|
)
|
—
|
—
|
(4,141
|
)
|
|||||||||||||
Investment
in unconsolidated affiliate
|
—
|
(1,960
|
)
|
—
|
—
|
(1,960
|
)
|
|||||||||||||
Net
cash provided by (used in) investing activities
|
4,804
|
(257,544
|
)
|
(57,405
|
)
|
—
|
(310,145
|
)
|
||||||||||||
Cash
flows from financing activities:
|
||||||||||||||||||||
Proceeds
from borrowings
|
350,622
|
—
|
—
|
—
|
350,622
|
|||||||||||||||
Debt
issuance costs
|
(5,882
|
)
|
—
|
—
|
—
|
(5,882
|
)
|
|||||||||||||
Repayment
of debt and debt redemption premiums
|
—
|
—
|
(10,054
|
)
|
—
|
(10,054
|
)
|
|||||||||||||
Increases
(decreases) in cash related to
intercompany
advances and debt
|
(250,586
|
)
|
171,113
|
76,287
|
3,186
|
—
|
||||||||||||||
Partial
prepayment of put/call obligation
|
(163
|
)
|
—
|
—
|
—
|
(163
|
)
|
|||||||||||||
Acquisition
of minority interest
|
—
|
—
|
(507)
|
—
|
(507
|
)
|
||||||||||||||
Preferred
Stock dividends paid
|
(12,650
|
)
|
—
|
—
|
—
|
(12,650
|
)
|
|||||||||||||
Issuance
of common stock
|
5,756
|
—
|
—
|
—
|
5,756
|
|||||||||||||||
Tax
benefit related to exercise of stock options
|
1,738
|
—
|
—
|
—
|
1,738
|
|||||||||||||||
Net
cash provided by financing activities
|
88,835
|
171,113
|
65,726
|
3,186
|
328,860
|
|||||||||||||||
Effect
of exchange rate changes on cash and cash
equivalents
|
263
|
—
|
(673
|
)
|
—
|
(410
|
)
|
|||||||||||||
Net
increase (decrease) in cash and cash
equivalents
|
93,484
|
(3,073
|
)
|
15,451
|
—
|
105,862
|
||||||||||||||
Cash
and cash equivalents at beginning of
period
|
133,010
|
3,434
|
47,744
|
—
|
184,188
|
|||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
226,494
|
$
|
361
|
$
|
63,195
|
$
|
—
|
$
|
290,050
|
·
|
Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
|
·
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and
directors of the Company; and
|
·
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial
statements.
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration or File
Number
|
Form
or
Report
|
Date
|
Exhibit
Number
|
|
(3)
|
Articles
of Incorporation and By-laws
|
||||
(1)
Restated Certificate of Incorporation of Bristow Group Inc. dated August
2, 2007.
|
001-31617
|
10-Q
|
August
2, 2007
|
3.1
|
|
(2)
Amended and Restated By-laws
|
001-31617
|
10-Q
|
June
2005
|
3(4)
|
|
(3)
Amendments to Section 1.9, 5.1 and 5.2 of the Amended and Restated Bylaws
of the Company
|
001-31617
|
8-K
|
December
26, 2007
|
3.2
|
|
(4)
Rights Agreement and Form of Rights Certificate
|
0-5232
|
8-A
|
February
1996
|
4
|
|
(5)
First Amendment to Rights Agreement
|
0-5232
|
8-A/A
|
May
1997
|
5
|
|
(6)
Second Amendment to Rights Agreement
|
0-5232
|
8-A/A
|
January
2003
|
4.3
|
|
(7)
Third
Amendment to Rights Agreement, dated as of February 28, 2006, between
Bristow Group Inc. and Mellon Investor Services LLC
|
000-05232
|
8-A/A
|
March
2, 2006
|
4.2
|
|
(8)
Certificate
of Designation of 5.50% Mandatory Convertible Preferred Stock of Bristow
Group Inc.
|
001-31617
|
8-A12B
|
September
15, 2006
|
14(1)
|
|
(9)
Certificate
of Designation of Series A Junior Participating Preferred
Stock
|
001-31617
|
10-Q
|
June
2005
|
3(5)
|
|
(4)
|
Instruments
defining the rights of security holders, including
indentures
|
||||
(1)
Registration Rights Agreement dated December 19, 1996, between the Company
and Caledonia Industrial and Services Limited
|
0-5232
|
10-Q
|
December
1996
|
4(3)
|
|
(2)
Indenture, dated as of June 20, 2003, among the Company, the Guarantors
named therein and U.S. Bank National Association, as
Trustee
|
333-107148
|
S-4
|
July
18, 2003
|
4.1
|
|
(3)
Registration Rights Agreement, dated as of June 20, 2003, among the
Company and Credit Suisse First Boston LLC, Deutsche Bank Securities Inc.,
Robert W. Baird & Co. Incorporated, Howard Weil, A Division of Legg
Mason Wood Walker, Inc., Jefferies & Company, Inc., and Johnson Rice
& Company L.L.C.
|
333-107148
|
S-4
|
July
18, 2003
|
4.2
|
|
(4)
Form of 144A Global Note representing $228,170,000 Principal Amount of
6⅛% Senior
Notes due 2013
|
333-107148
|
S-4
|
July
18, 2003
|
4.3
|
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration
or
File Number
|
Form
or
Report
|
Date
|
Exhibit
Number
|
|
(5)
Form of Regulation S Global Note representing $1,830,000 Principal Amount
of 6⅛% Senior
Notes due 2013
|
333-107148
|
S-4
|
July
18, 2003
|
4.4
|
|
(6)
Supplemental Indenture, dated as of June 30, 2004, among the Company, the
Guarantors named therein and U.S. Bank National Association as
Trustee
|
001-31617
|
10-Q
|
June
2004
|
4.1
|
|
(7)
Supplemental Indenture dated as of August 16, 2005, among the Company, as
issuer, the Guarantors listed on the signature page, as guarantors, and
U.S. Bank National Association as Trustee relating to the Company’s 6⅛%
Senior Notes due 2013.
|
001-31617
|
8-K
|
August
22, 2005
|
4(1)
|
|
(8)
Indenture, dated as of June 13, 2007, among the Company, the Guarantors
named therein and U.S. Bank National Association as Trustee relating to
the 7½% Senior Notes due 2017.
|
001-31617
|
10-Q
|
August
2, 2007
|
4.1
|
|
(9)
Registration Rights Agreement, dated June 13, 2007, among the company and
Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Banc of
America Securities LLC, J.P. Morgan Securities Inc., SunTrust Robinson
Humphrey and Wells Fargo Securities, LLC.
|
001-31617
|
10-Q
|
August
2, 2007
|
4.2
|
|
(10) Form
of 144A Global Note representing $299,000,000 principal amount of 7½% Senior
Notes due 2017.
|
001-31617
|
10-Q
|
August
2, 2007
|
4.3
|
|
(11)
Form of regulation S Global Note representing $1,000,000 principal amount
of 7½% Senior
Notes due 2017.
|
001-31617
|
10-Q
|
August
2, 2007
|
4.4
|
|
(12)
Supplemental Indenture dated as of November 2, 2007 among the Company, as
issuer, the Guarantors named therein, as Guarantors, and U.S. Bank
National Association as Trustee relating to the Company’s 7½% Senior
Notes due 2017.
|
001-31617
|
10-Q
|
November
5, 2007
|
4.1
|
|
(13)
Supplemental Indenture dated as of November 2, 2007 among the Company, as
issuer, the Guarantors named therein, as Guarantors, and U.S. Bank
National Association as Trustee relating to the Company’s 6⅛% Senior Notes
due 2013.
|
001-31617
|
10-Q
|
November
5, 2007
|
4.2
|
|
(10)
|
Material
Contracts
|
||||
(1)
Executive
Welfare Benefit Agreement, similar agreement omitted pursuant to
Instruction 2 to Item 601 of Regulation S-K *
|
33-9596
|
S-4
|
December
1986
|
10(ww)
|
|
(2)
Executive
Welfare Benefit Agreement, similar agreements are omitted pursuant to
Instruction 2 to Item 601 of Regulation S-K *
|
33-9596
|
S-4
|
December
1986
|
10(xx)
|
|
(3)
Offshore
Logistics, Inc. 1994 Long-Term Management Incentive Plan *
|
33-87450
|
S-8
|
December
1994
|
84
|
|
(4)
Indemnity
Agreement, similar agreements with other directors of the Company are
omitted pursuant to Instruction 2 to Item 601 of Regulation
S-K.
|
0-5232
|
10-K
|
March
1997
|
10(14)
|
|
(5)
Master
Agreement dated December 12, 1996
|
0-5232
|
8-K
|
December
1996
|
2(1)
|
|
(6)
Supplemental
Letter Agreement dated December 19, 1996 to the Master
Agreement
|
5-34191
|
13-D
|
April
1997
|
2
|
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration or
File Number
|
Form
or
Report
|
Date
|
Exhibit
Number
|
|
(7)
Offshore
Logistics, Inc. 1994 Long-Term Management Incentive Plan, as amended
*
|
0-5232
|
10-K
|
March
1999
|
10(15)
|
|
(8)
Offshore
Logistics, Inc. 1991 Non-qualified Stock Option Plan for Non-employee
Directors, as amended.*
|
33-50946
|
S-8
|
August
1992
|
4.1
|
|
(9)
Offshore
Logistics, Inc. 1994 Long-Term Management Incentive Plan, as
amended.*
|
333-100017
|
S-8
|
September
2002
|
4.12
|
|
(10)
Offshore
Logistics, Inc. Deferred Compensation Plan *
|
001-31617
|
10-K
|
March
2004
|
10(18)
|
|
(11)
Offshore
Logistics, Inc. 2003 Nonqualified Stock Option Plan for Non-employee
Directors *
|
333-115473
|
S-8
|
May
13, 2004
|
4(12)
|
|
(12)
Offshore
Logistics, Inc. 2004 Stock Incentive Plan*
|
001-31617
|
10-Q
|
September
2004
|
10(1)
|
|
(13)
Employment
Agreement with Richard Burman dated October 15, 2004 *
|
001-31617
|
10-K
|
March
2005
|
10(27)
|
|
(14)
Agreement
between Pilots Represented by Office and Professional Employees
International Union, AFL-CIO and Offshore Logistics, Inc.
*
|
001-31617
|
10-K
|
March
2005
|
10(28)
|
|
(15)
New
Helicopter Sales Agreement dated December 19, 2002 between the Company and
Sikorsky Aircraft Corporation (“Sikorsky Agreement”). +
|
001-31617
|
10-Q
|
June
2005
|
10(1)
|
|
(16)
Amendment
Number 1 to Sikorsky Agreement dated February 14, 2003. +
|
001-31617
|
10-Q
|
June
2005
|
10(2)
|
|
(17)
Amendment
Number 2 to Sikorsky Agreement dated April 1, 2003. +
|
001-31617
|
10-Q
|
June
2005
|
10(3)
|
|
(18)
Amendment
Number 3 to Sikorsky Agreement dated January 22,
2004. +
|
001-31617
|
10-Q
|
June
2005
|
10(4)
|
|
(19)
Amendment
Number 4 to Sikorsky Agreement dated March 5,
2004. +
|
001-31617
|
10-Q
|
June
2005
|
10(5)
|
|
(20)
Amendment
Number 5 to Sikorsky Agreement dated July 13,
2004. +
|
001-31617
|
10-Q
|
June
2005
|
10(6)
|
|
(21)
Amendment
Number 6 to Sikorsky Agreement dated October 11,
2004. +
|
001-31617
|
10-Q
|
June
2005
|
10(7)
|
|
(22)
Amendment
Number 7 to Sikorsky Agreement dated January 5,
2005. +
|
001-31617
|
10-Q
|
June
2005
|
10(8)
|
|
(23)
Amendment
Number 8 to Sikorsky Agreement dated May 5,
2005. +
|
001-31617
|
10-Q
|
June
2005
|
10(9)
|
|
(24)
Amendment
Number 9 to Sikorsky Agreement dated June 14,
2005. +
|
001-31617
|
10-Q
|
June
2005
|
10(10)
|
|
(25)
Employment
Agreement with Brian C. Voegele dated June 1, 2005. *
|
001-31617
|
8-K
|
July
12, 2005
|
10(1)
|
|
(26)
Form
of Stock Option Agreement. *
|
001-31617
|
8-K/A
|
February
2, 2006
|
10(2)
|
|
(27)
Form
of Restricted Stock Agreement. *
|
001-31617
|
8-K/A
|
February
2, 2006
|
10(3)
|
|
(28)
Employment
Agreement effective as of June 1, 2005 between the Company and Michael R.
Suldo. *
|
001-31617
|
8-K
|
February
8, 2006
|
10(1)
|
|
(29)
Form
of Aircraft Lease agreement between CFS Air, LLC and Air Logistics, L.L.C.
(a Schedule I has been filed as part of this exhibit setting forth certain
terms omitted from the Form of Aircraft Lease Agreement).
|
001-31617
|
10-Q
|
December
2005
|
10(2)
|
|
(30)
Employment
Agreement with Perry L. Elders dated February 16, 2006. *
|
001-31617
|
8-K
|
February
17, 2006
|
10(1)
|
|
(31)
Amendment
to Employment Agreement between the Company and Michael R. Suldo dated
March 8, 2006.*
|
001-31617
|
8-K
|
March
13, 2006
|
10(1)
|
|
(32) Employment
Agreement with Randall A. Stafford dated May 22, 2006.*
|
001-31617
|
8-K
|
May
25, 2006
|
10(1)
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration
or
File Number
|
Form
or
Report
|
Date
|
Exhibit
Number
|
|
(33)
Amended
and restated Employment Agreement between the Company and William E.
Chiles dated June 6, 2006.*
|
001-31617
|
8-K
|
June
8, 2006
|
10(1)
|
|
(34)
Amended
and restated Employment Agreement between the Company and Mark Duncan
dated June 6, 2006.*
|
001-31617
|
8-K
|
June
8, 2006
|
10(2)
|
|
(35)
Form
of Stock Option Agreement under 2003 Nonqualified Stock Option Plan for
Non-employee Directors.*
|
001-31617
|
8-K
|
August
7, 2006
|
10(3)
|
|
(36)
S-92
New Helicopter Sales Agreement dated as of May 19, 2006 between the
Company and Sikorsky Aircraft Corporation.+
|
001-31617
|
8-K
|
August
8, 2006
|
10(1)
|
|
(37)
Revolving
Credit Agreement dated August 3, 2006.
|
001-31617
|
8-K
|
August
9, 2006
|
10(1)
|
|
(38)
Letter
of Credit Facility dated August 3, 2006.
|
001-31617
|
8-K
|
August
9, 2006
|
10(2)
|
|
(39)
Bristow
Group Inc. Fiscal Year 2007 Annual Incentive Compensation
Plan.*
|
001-31617
|
8-K
|
August
17, 2006
|
10(1)
|
|
(40)
Bristow
Group Inc. Form of Severance Benefit Agreement.*
|
001-31617
|
8-K
|
February
22, 2007
|
10(1)
|
|
(41)
Consultancy
Agreement with Peter N. Buckley.*
|
001-31617
|
8-K
|
February
22, 2007
|
10(2)
|
|
(42)
Amendment
to Employment Agreement with Richard Burman.*
|
001-31617
|
8-K
|
April
26, 2007
|
10(1)
|
|
(43)
Bristow
Group Inc. Fiscal Year 2008 Annual Incentive Compensation Plan.
*
|
001-31617
|
8-K
|
May
8, 2007
|
10(1)
|
|
(44)
Bristow
Group Inc. 2007 Long Term Incentive Plan. *
|
001-31617
|
8-K
|
May
8, 2007
|
10(2)
|
|
(45)
William
E. Chiles Restricted Stock Award Documents. *
|
001-31617
|
8-K
|
May
8, 2007
|
10(3)
|
|
(46)
First
Amendment to Revolving Credit Agreement, dated as of May 17,
2007.
|
001-31617
|
8-K
|
May
17, 2007
|
10.1
|
|
(47)
First
Amendment to Letter of Credit Facility Agreement, dated as of May 17,
2007.
|
001-31617
|
8-K
|
May
17, 2007
|
10.2
|
|
(48)
William
E. Chiles Restricted Stock Award Document.
|
001-31617
|
8-K/A
|
June
4, 2007
|
10.3
|
|
(49)
Form
of Employee Performance Restricted Stock Unit Award Letter under the
Bristow Group Inc. 2004 Stock Incentive Plan.
|
001-31617
|
8-K
|
May
24, 2007
|
10.1
|
|
(50)
Form
of Employee Nonqualified Stock Option Award Letter under the Bristow Group
Inc. 2004 Stock Incentive Plan.
|
001-31617
|
8-K
|
May
24, 2007
|
10.2
|
|
(51)
Form
of Employee Performance Restricted Stock Unit Award Letter under the
Bristow Group Inc. 2007 Long Term Incentive Plan.
|
001-31617
|
8-K
|
May
24, 2007
|
10.3
|
|
(52)
Form
of Employee Nonqualified Stock Option Award Letter under the Bristow Group
Inc. 2007 Long Term Incentive Plan.
|
001-31617
|
8-K
|
May
24, 2007
|
10.4
|
|
(53) Bristow
Group Inc. 2007 Long Term Incentive Plan (incorporated by reference to
Appendix A of the Company’s Proxy Statement on Form DEF14A filed with the
SEC on June 25, 2007).
|
001-31617
|
10-Q
|
November
5, 2007
|
10.1
|
|
(54)†
Second Amendment to Revolving Credit Agreement, dated as of November 6,
2007.
|
|||||
(55)†
Second Amendment to Letter of Credit Facility Agreement, dated as of
November 6, 2007.
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration
or
File Number
|
Form
or
Report
|
Date
|
Exhibit
Number
|
|
(56)
Retirement Agreement dated January 17, 2008 by and between Bristow Group
Inc. and Michael R. Suldo.
|
001-31617
|
8-K
|
January
18, 2008
|
10.1
|
|
(57)
Amendment to Employment Agreement dated March 10, 2008 by and between
Bristow Group Inc. and William E. Chiles.
|
001-31617
|
8-K
|
March
13, 2008
|
10.1
|
|
(58)
Amendment to Employment Agreement dated March 10, 2008 by and between
Bristow Group Inc. and Perry L. Elders.
|
001-31617
|
8-K
|
March
13, 2008
|
10.2
|
|
(59)
Amendment to Employment Agreement dated March 10, 2008 by and between
Bristow Group Inc. and Mark B. Duncan.
|
001-31617
|
8-K
|
March
13, 2008
|
10.3
|
|
(21)†
|
Subsidiaries
of the Registrant
|
||||
(23)†
|
Consent
of Independent Registered Public Accounting Firm
|
||||
(24)†
|
Powers of Attorney | ||||
(31.1)†
|
Certification
by President and Chief Executive Officer
|
||||
(31.2)†
|
Certification
by Chief Financial Officer
|
||||
(32.1)†
|
Certification
of the Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
||||
(32.2)†
|
Certification
of the Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
+
Confidential information has been omitted from this exhibit and filed
separately with the SEC pursuant to a confidential treatment request under
Rule 24(b)-2.
|
/s/
William E. Chiles
|
President,
Chief Executive Officer
|
William
E. Chiles
|
and
Director
|
/s/
Perry L. Elders
|
Executive
Vice President and
|
Perry
L. Elders
|
Chief
Financial Officer
|
/s/
Elizabeth D. Brumley
|
Vice
President and
|
Elizabeth
D. Brumley
|
Chief
Accounting Officer
|
*
|
Director
|
Thomas
N. Amonett
|
|
*
|
Director
|
Charles
F. Bolden, Jr.
|
|
*
|
Director
|
Peter
N. Buckley
|
|
*
|
Director
|
Stephen
J. Cannon
|
|
*
|
Director
|
Jonathan
H. Cartwright
|
|
*
|
Director
|
Michael
A. Flick
|
|
*
|
Chairman
of the Board and Director
|
Thomas
C. Knudson
|
|
*
|
Director
|
Ken
C. Tamblyn
|
|
/s/
Randall A. Stafford
|
|
*
By: Randall A. Stafford (Attorney-in-Fact)
|
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration or File
Number
|
Form
or
Report
|
Date
|
Exhibit
Number
|
|
(3)
|
Articles
of Incorporation and By-laws
|
||||
(1)
Restated Certificate of Incorporation of Bristow Group Inc. dated August
2, 2007.
|
001-31617
|
10-Q
|
August
2, 2007
|
3.1
|
|
(2)
Amended and Restated By-laws
|
001-31617
|
10-Q
|
June
2005
|
3(4)
|
|
(3)
Amendments to Section 1.9, 5.1 and 5.2 of the Amended and Restated Bylaws
of the Company
|
001-31617
|
8-K
|
December
26, 2007
|
3.2
|
|
(4)
Rights Agreement and Form of Rights Certificate
|
0-5232
|
8-A
|
February
1996
|
4
|
|
(5)
First Amendment to Rights Agreement
|
0-5232
|
8-A/A
|
May
1997
|
5
|
|
(6)
Second Amendment to Rights Agreement
|
0-5232
|
8-A/A
|
January
2003
|
4.3
|
|
(7)
Third
Amendment to Rights Agreement, dated as of February 28, 2006, between
Bristow Group Inc. and Mellon Investor Services LLC
|
000-05232
|
8-A/A
|
March
2, 2006
|
4.2
|
|
(8)
Certificate
of Designation of 5.50% Mandatory Convertible Preferred Stock of Bristow
Group Inc.
|
001-31617
|
8-A12B
|
September
15, 2006
|
14(1)
|
|
(9)
Certificate
of Designation of Series A Junior Participating Preferred
Stock
|
001-31617
|
10-Q
|
June
2005
|
3(5)
|
|
(4)
|
Instruments
defining the rights of security holders, including
indentures
|
||||
(1)
Registration Rights Agreement dated December 19, 1996, between the Company
and Caledonia Industrial and Services Limited
|
0-5232
|
10-Q
|
December
1996
|
4(3)
|
|
(2)
Indenture, dated as of June 20, 2003, among the Company, the Guarantors
named therein and U.S. Bank National Association, as
Trustee
|
333-107148
|
S-4
|
July
18, 2003
|
4.1
|
|
(3)
Registration Rights Agreement, dated as of June 20, 2003, among the
Company and Credit Suisse First Boston LLC, Deutsche Bank Securities Inc.,
Robert W. Baird & Co. Incorporated, Howard Weil, A Division of Legg
Mason Wood Walker, Inc., Jefferies & Company, Inc., and Johnson Rice
& Company L.L.C.
|
333-107148
|
S-4
|
July
18, 2003
|
4.2
|
|
(4)
Form of 144A Global Note representing $228,170,000 Principal Amount of
6⅛% Senior
Notes due 2013
|
333-107148
|
S-4
|
July
18, 2003
|
4.3
|
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration
or
File Number
|
Form
or
Report
|
Date
|
Exhibit
Number
|
|
(5)
Form of Regulation S Global Note representing $1,830,000 Principal Amount
of 6⅛% Senior
Notes due 2013
|
333-107148
|
S-4
|
July
18, 2003
|
4.4
|
|
(6)
Supplemental Indenture, dated as of June 30, 2004, among the Company, the
Guarantors named therein and U.S. Bank National Association as
Trustee
|
001-31617
|
10-Q
|
June
2004
|
4.1
|
|
(7)
Supplemental Indenture dated as of August 16, 2005, among the Company, as
issuer, the Guarantors listed on the signature page, as guarantors, and
U.S. Bank National Association as Trustee relating to the Company’s 6⅛%
Senior Notes due 2013.
|
001-31617
|
8-K
|
August
22, 2005
|
4(1)
|
|
(8)
Indenture, dated as of June 13, 2007, among the Company, the Guarantors
named therein and U.S. Bank National Association as Trustee relating to
the 7½% Senior Notes due 2017.
|
001-31617
|
10-Q
|
August
2, 2007
|
4.1
|
|
(9)
Registration Rights Agreement, dated June 13, 2007, among the company and
Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Banc of
America Securities LLC, J.P. Morgan Securities Inc., SunTrust Robinson
Humphrey and Wells Fargo Securities, LLC.
|
001-31617
|
10-Q
|
August
2, 2007
|
4.2
|
|
(10) Form
of 144A Global Note representing $299,000,000 principal amount of 7½% Senior
Notes due 2017.
|
001-31617
|
10-Q
|
August
2, 2007
|
4.3
|
|
(11)
Form of regulation S Global Note representing $1,000,000 principal amount
of 7½% Senior
Notes due 2017.
|
001-31617
|
10-Q
|
August
2, 2007
|
4.4
|
|
(12)
Supplemental Indenture dated as of November 2, 2007 among the Company, as
issuer, the Guarantors named therein, as Guarantors, and U.S. Bank
National Association as Trustee relating to the Company’s 7½% Senior
Notes due 2017.
|
001-31617
|
10-Q
|
November
5, 2007
|
4.1
|
|
(13)
Supplemental Indenture dated as of November 2, 2007 among the Company, as
issuer, the Guarantors named therein, as Guarantors, and U.S. Bank
National Association as Trustee relating to the Company’s 6⅛% Senior Notes
due 2013.
|
001-31617
|
10-Q
|
November
5, 2007
|
4.2
|
|
(10)
|
Material
Contracts
|
||||
(1)
Executive
Welfare Benefit Agreement, similar agreement omitted pursuant to
Instruction 2 to Item 601 of Regulation S-K *
|
33-9596
|
S-4
|
December
1986
|
10(ww)
|
|
(2)
Executive
Welfare Benefit Agreement, similar agreements are omitted pursuant to
Instruction 2 to Item 601 of Regulation S-K *
|
33-9596
|
S-4
|
December
1986
|
10(xx)
|
|
(3)
Offshore
Logistics, Inc. 1994 Long-Term Management Incentive Plan *
|
33-87450
|
S-8
|
December
1994
|
84
|
|
(4)
Indemnity
Agreement, similar agreements with other directors of the Company are
omitted pursuant to Instruction 2 to Item 601 of Regulation
S-K.
|
0-5232
|
10-K
|
March
1997
|
10(14)
|
|
(5)
Master
Agreement dated December 12, 1996
|
0-5232
|
8-K
|
December
1996
|
2(1)
|
|
(6)
Supplemental
Letter Agreement dated December 19, 1996 to the Master
Agreement
|
5-34191
|
13-D
|
April
1997
|
2
|
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration or
File Number
|
Form
or
Report
|
Date
|
Exhibit
Number
|
|
(7)
Offshore
Logistics, Inc. 1994 Long-Term Management Incentive Plan, as amended
*
|
0-5232
|
10-K
|
March
1999
|
10(15)
|
|
(8)
Offshore
Logistics, Inc. 1991 Non-qualified Stock Option Plan for Non-employee
Directors, as amended.*
|
33-50946
|
S-8
|
August
1992
|
4.1
|
|
(9)
Offshore
Logistics, Inc. 1994 Long-Term Management Incentive Plan, as
amended.*
|
333-100017
|
S-8
|
September
2002
|
4.12
|
|
(10)
Offshore
Logistics, Inc. Deferred Compensation Plan *
|
001-31617
|
10-K
|
March
2004
|
10(18)
|
|
(11)
Offshore
Logistics, Inc. 2003 Nonqualified Stock Option Plan for Non-employee
Directors *
|
333-115473
|
S-8
|
May
13, 2004
|
4(12)
|
|
(12)
Offshore
Logistics, Inc. 2004 Stock Incentive Plan*
|
001-31617
|
10-Q
|
September
2004
|
10(1)
|
|
(13)
Employment
Agreement with Richard Burman dated October 15, 2004 *
|
001-31617
|
10-K
|
March
2005
|
10(27)
|
|
(14)
Agreement
between Pilots Represented by Office and Professional Employees
International Union, AFL-CIO and Offshore Logistics, Inc.
*
|
001-31617
|
10-K
|
March
2005
|
10(28)
|
|
(15)
New
Helicopter Sales Agreement dated December 19, 2002 between the Company and
Sikorsky Aircraft Corporation (“Sikorsky Agreement”). +
|
001-31617
|
10-Q
|
June
2005
|
10(1)
|
|
(16)
Amendment
Number 1 to Sikorsky Agreement dated February 14, 2003. +
|
001-31617
|
10-Q
|
June
2005
|
10(2)
|
|
(17)
Amendment
Number 2 to Sikorsky Agreement dated April 1, 2003. +
|
001-31617
|
10-Q
|
June
2005
|
10(3)
|
|
(18)
Amendment
Number 3 to Sikorsky Agreement dated January 22,
2004. +
|
001-31617
|
10-Q
|
June
2005
|
10(4)
|
|
(19)
Amendment
Number 4 to Sikorsky Agreement dated March 5,
2004. +
|
001-31617
|
10-Q
|
June
2005
|
10(5)
|
|
(20)
Amendment
Number 5 to Sikorsky Agreement dated July 13,
2004. +
|
001-31617
|
10-Q
|
June
2005
|
10(6)
|
|
(21)
Amendment
Number 6 to Sikorsky Agreement dated October 11,
2004. +
|
001-31617
|
10-Q
|
June
2005
|
10(7)
|
|
(22)
Amendment
Number 7 to Sikorsky Agreement dated January 5,
2005. +
|
001-31617
|
10-Q
|
June
2005
|
10(8)
|
|
(23)
Amendment
Number 8 to Sikorsky Agreement dated May 5,
2005. +
|
001-31617
|
10-Q
|
June
2005
|
10(9)
|
|
(24)
Amendment
Number 9 to Sikorsky Agreement dated June 14,
2005. +
|
001-31617
|
10-Q
|
June
2005
|
10(10)
|
|
(25)
Employment
Agreement with Brian C. Voegele dated June 1, 2005. *
|
001-31617
|
8-K
|
July
12, 2005
|
10(1)
|
|
(26)
Form
of Stock Option Agreement. *
|
001-31617
|
8-K/A
|
February
2, 2006
|
10(2)
|
|
(27)
Form
of Restricted Stock Agreement. *
|
001-31617
|
8-K/A
|
February
2, 2006
|
10(3)
|
|
(28)
Employment
Agreement effective as of June 1, 2005 between the Company and Michael R.
Suldo. *
|
001-31617
|
8-K
|
February
8, 2006
|
10(1)
|
|
(29)
Form
of Aircraft Lease agreement between CFS Air, LLC and Air Logistics, L.L.C.
(a Schedule I has been filed as part of this exhibit setting forth certain
terms omitted from the Form of Aircraft Lease Agreement).
|
001-31617
|
10-Q
|
December
2005
|
10(2)
|
|
(30)
Employment
Agreement with Perry L. Elders dated February 16, 2006. *
|
001-31617
|
8-K
|
February
17, 2006
|
10(1)
|
|
(31)
Amendment
to Employment Agreement between the Company and Michael R. Suldo dated
March 8, 2006.*
|
001-31617
|
8-K
|
March
13, 2006
|
10(1)
|
|
(32) Employment
Agreement with Randall A. Stafford dated May 22, 2006.*
|
001-31617
|
8-K
|
May
25, 2006
|
10(1)
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration
or
File Number
|
Form
or
Report
|
Date
|
Exhibit
Number
|
|
(33)
Amended
and restated Employment Agreement between the Company and William E.
Chiles dated June 6, 2006.*
|
001-31617
|
8-K
|
June
8, 2006
|
10(1)
|
|
(34)
Amended
and restated Employment Agreement between the Company and Mark Duncan
dated June 6, 2006.*
|
001-31617
|
8-K
|
June
8, 2006
|
10(2)
|
|
(35)
Form
of Stock Option Agreement under 2003 Nonqualified Stock Option Plan for
Non-employee Directors.*
|
001-31617
|
8-K
|
August
7, 2006
|
10(3)
|
|
(36)
S-92
New Helicopter Sales Agreement dated as of May 19, 2006 between the
Company and Sikorsky Aircraft Corporation.+
|
001-31617
|
8-K
|
August
8, 2006
|
10(1)
|
|
(37)
Revolving
Credit Agreement dated August 3, 2006.
|
001-31617
|
8-K
|
August
9, 2006
|
10(1)
|
|
(38)
Letter
of Credit Facility dated August 3, 2006.
|
001-31617
|
8-K
|
August
9, 2006
|
10(2)
|
|
(39)
Bristow
Group Inc. Fiscal Year 2007 Annual Incentive Compensation
Plan.*
|
001-31617
|
8-K
|
August
17, 2006
|
10(1)
|
|
(40)
Bristow
Group Inc. Form of Severance Benefit Agreement.*
|
001-31617
|
8-K
|
February
22, 2007
|
10(1)
|
|
(41)
Consultancy
Agreement with Peter N. Buckley.*
|
001-31617
|
8-K
|
February
22, 2007
|
10(2)
|
|
(42)
Amendment
to Employment Agreement with Richard Burman.*
|
001-31617
|
8-K
|
April
26, 2007
|
10(1)
|
|
(43)
Bristow
Group Inc. Fiscal Year 2008 Annual Incentive Compensation Plan.
*
|
001-31617
|
8-K
|
May
8, 2007
|
10(1)
|
|
(44)
Bristow
Group Inc. 2007 Long Term Incentive Plan. *
|
001-31617
|
8-K
|
May
8, 2007
|
10(2)
|
|
(45)
William
E. Chiles Restricted Stock Award Documents. *
|
001-31617
|
8-K
|
May
8, 2007
|
10(3)
|
|
(46)
First
Amendment to Revolving Credit Agreement, dated as of May 17,
2007.
|
001-31617
|
8-K
|
May
17, 2007
|
10.1
|
|
(47)
First
Amendment to Letter of Credit Facility Agreement, dated as of May 17,
2007.
|
001-31617
|
8-K
|
May
17, 2007
|
10.2
|
|
(48)
William
E. Chiles Restricted Stock Award Document.
|
001-31617
|
8-K/A
|
June
4, 2007
|
10.3
|
|
(49)
Form
of Employee Performance Restricted Stock Unit Award Letter under the
Bristow Group Inc. 2004 Stock Incentive Plan.
|
001-31617
|
8-K
|
May
24, 2007
|
10.1
|
|
(50)
Form
of Employee Nonqualified Stock Option Award Letter under the Bristow Group
Inc. 2004 Stock Incentive Plan.
|
001-31617
|
8-K
|
May
24, 2007
|
10.2
|
|
(51)
Form
of Employee Performance Restricted Stock Unit Award Letter under the
Bristow Group Inc. 2007 Long Term Incentive Plan.
|
001-31617
|
8-K
|
May
24, 2007
|
10.3
|
|
(52)
Form
of Employee Nonqualified Stock Option Award Letter under the Bristow Group
Inc. 2007 Long Term Incentive Plan.
|
001-31617
|
8-K
|
May
24, 2007
|
10.4
|
|
(53) Bristow
Group Inc. 2007 Long Term Incentive Plan (incorporated by reference to
Appendix A of the Company’s Proxy Statement on Form DEF14A filed with the
SEC on June 25, 2007).
|
001-31617
|
10-Q
|
November
5, 2007
|
10.1
|
|
(54)†
Second Amendment to Revolving Credit Agreement, dated as of November 6,
2007.
|
|||||
(55)†
Second Amendment to Letter of Credit Facility Agreement, dated as of
November 6, 2007.
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration
or
File Number
|
Form
or
Report
|
Date
|
Exhibit
Number
|
|
(56)
Retirement Agreement dated January 17, 2008 by and between Bristow Group
Inc. and Michael R. Suldo.
|
001-31617
|
8-K
|
January
18, 2008
|
10.1
|
|
(57)
Amendment to Employment Agreement dated March 10, 2008 by and between
Bristow Group Inc. and William E. Chiles.
|
001-31617
|
8-K
|
March
13, 2008
|
10.1
|
|
(58)
Amendment to Employment Agreement dated March 10, 2008 by and between
Bristow Group Inc. and Perry L. Elders.
|
001-31617
|
8-K
|
March
13, 2008
|
10.2
|
|
(59)
Amendment to Employment Agreement dated March 10, 2008 by and between
Bristow Group Inc. and Mark B. Duncan.
|
001-31617
|
8-K
|
March
13, 2008
|
10.3
|
|
(21)†
|
Subsidiaries
of the Registrant
|
||||
(23)†
|
Consent
of Independent Registered Public Accounting Firm
|
||||
(24)†
|
Powers of Attorney | ||||
(31.1)†
|
Certification
by President and Chief Executive Officer
|
||||
(31.2)†
|
Certification
by Chief Financial Officer
|
||||
(32.1)†
|
Certification
of the Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
||||
(32.2)†
|
Certification
of the Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
+
Confidential information has been omitted from this exhibit and filed
separately with the SEC pursuant to a confidential treatment request under
Rule 24(b)-2.
|