þ
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
|
For
the Fiscal Year Ended March 31, 2009
|
|
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
|
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
|
||
1
|
|||
PART
I
|
|||
Business
|
3
|
||
Risk
Factors
|
16
|
||
Unresolved Staff
Comments
|
26
|
||
Properties
|
26
|
||
Legal Proceedings
|
26
|
||
Submission of Matters to a Vote
of Security
Holders
|
28
|
||
PART
II
|
|||
Market for the Registrant’s
Common Equity and Related Stockholder Matters
|
28
|
||
Selected Financial
Data
|
30
|
||
Management’s Discussion and
Analysis of Financial Condition and Results of
Operations
|
31
|
||
Quantitative and Qualitative
Disclosures about Market Risk
|
59
|
||
Consolidated Financial Statements
and Supplementary Data
|
62
|
||
Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure
|
120
|
||
Controls and
Procedures
|
120
|
||
Other
Information
|
122
|
||
PART
III
|
|||
Directors, Executive Officers and
Corporate Governance
|
122
|
||
Executive
Compensation
|
122
|
||
Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters
|
122
|
||
Certain Relationships and Related
Transactions, and Director Independence
|
122
|
||
Principal Accounting Fees and
Services
|
122
|
||
PART
IV
|
|||
Exhibits, Financial Statement
Schedules
|
123
|
||
128
|
·
|
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 or
unable to exercise aircraft purchase
options;
|
·
|
we
are unable to obtain financing or we are unable to draw on our credit
facilities;
|
·
|
we
are not able to re-deploy our aircraft to regions with greater
demand;
|
·
|
we
do not achieve the anticipated benefit of our fleet capacity expansion
program;
|
·
|
the
outcome of the United States Department of Justice (“DOJ”) investigation
relating to the Internal Review (as defined in Item 1A. “Risk Factors —
Risks Relating to the Internal Review and Governmental Investigations”),
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
|
−
|
U.S.
Gulf of Mexico
|
−
|
Arctic
|
−
|
Latin
America
|
−
|
Western
Hemisphere (“WH”) Centralized
Operations
|
·
|
Eastern
Hemisphere
|
−
|
Europe
|
−
|
West
Africa
|
−
|
Southeast
Asia
|
−
|
Other
International
|
−
|
Eastern
Hemisphere (“EH”) Centralized
Operations
|
·
|
Global
Training
|
−
|
Bristow
Academy
|
·
|
Capital
expenditures are being carefully evaluated and
prioritized;
|
·
|
Management
salaries have been frozen; and
|
·
|
Staffing
levels and compensation structures are being reviewed to properly position
the Company to continue meeting customers’ needs while maintaining
operational safety.
|
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
|
36
|
—
|
—
|
7
|
6
|
115
|
Turbine
|
|||||||||
Bell
206B
|
3
|
—
|
—
|
2
|
4
|
100
|
Turbine
|
|||||||||
Bell
407
|
45
|
—
|
—
|
1
|
6
|
132
|
Turbine
|
|||||||||
BK-117
|
1
|
—
|
—
|
—
|
7
|
160
|
Twin
Turbine
|
|||||||||
BO-105
|
2
|
—
|
—
|
—
|
4
|
125
|
Twin
Turbine
|
|||||||||
EC135
|
4
|
1
|
1
|
2
|
6
|
143
|
Twin
Turbine
|
|||||||||
Agusta
109
|
—
|
—
|
—
|
35
|
8
|
177
|
Twin
Turbine
|
|||||||||
AS
350BB
|
—
|
—
|
—
|
2
|
4
|
161
|
Turbine
|
|||||||||
91
|
1
|
1
|
49
|
|||||||||||||
Medium
Helicopters:
|
||||||||||||||||
Bell
212
|
11
|
—
|
—
|
19
|
12
|
115
|
Twin
Turbine
|
|||||||||
Bell
412
|
42
|
—
|
—
|
38
|
13
|
125
|
Twin
Turbine
|
|||||||||
EC155
|
10
|
—
|
—
|
—
|
13
|
167
|
Twin
Turbine
|
|||||||||
Sikorsky
S-76
|
69
|
11
|
15
|
—
|
12
|
145
|
Twin
Turbine
|
|||||||||
EC175
|
—
|
—
|
12
|
—
|
16
|
166
|
Twin
Turbine
|
|||||||||
132
|
11
|
27
|
57
|
|||||||||||||
Large
Helicopters:
|
||||||||||||||||
AS332L
Super Puma
|
32
|
—
|
—
|
2
|
18
|
144
|
Twin
Turbine
|
|||||||||
Bell
214ST
|
3
|
—
|
—
|
—
|
18
|
144
|
Twin
Turbine
|
|||||||||
Sikorsky
S-61
|
8
|
—
|
—
|
—
|
18
|
132
|
Twin
Turbine
|
|||||||||
Sikorsky
S-92
|
20
|
5
|
13
|
—
|
19
|
158
|
Twin
Turbine
|
|||||||||
Mil
Mi-8
|
7
|
—
|
—
|
1
|
20
|
138
|
Twin
Turbine
|
|||||||||
EC225
|
9
|
7
|
6
|
—
|
25
|
167
|
Twin
Turbine
|
|||||||||
79
|
12
|
19
|
3
|
|||||||||||||
Training
Aircraft:
|
||||||||||||||||
Robinson
R22
|
17
|
—
|
—
|
—
|
2
|
92
|
Piston
|
|||||||||
Schweizer
300CB/CBi
|
54
|
—
|
—
|
—
|
2
|
92
|
Piston
|
|||||||||
Bell
206B
|
3
|
—
|
—
|
—
|
4
|
100
|
Turbine
|
|||||||||
AS
355
|
2
|
—
|
—
|
—
|
5
|
138
|
Twin
Turbine
|
|||||||||
Fixed
wing
|
1
|
—
|
—
|
—
|
||||||||||||
77
|
—
|
—
|
—
|
|||||||||||||
Fixed
wing
|
5
|
—
|
—
|
10
|
||||||||||||
Total
|
384
|
24
|
47
|
119
|
(1)
|
Of
the aircraft on order, 21 are expected to be delivered during fiscal year
2010. Six of the aircraft on order are already under signed
customer contracts. For additional information, see Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations — Liquidity — Future Capital Requirements” included
elsewhere in this Annual Report.
|
(2)
|
Represents aircraft which we have
the option to acquire. If the options are exercised, the
agreements provide that the small aircraft would be delivered in fiscal
year 2010 and the medium and large aircraft would be delivered over fiscal
years 2011 through 2013, with the medium aircraft delivered 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”
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.
|
Consolidated
Revenue for Fiscal Year 2009
|
Aircraft
in Consolidated Fleet
|
||||||||||||||||||||
Helicopters
|
|||||||||||||||||||||
Small
|
Medium
|
Large
|
Training
|
Fixed Wing
|
Total
(1)
|
|
Unconsolidated Affiliates
(2)
|
Total
|
|||||||||||||
U.S.
Gulf of Mexico
|
20
|
%
|
59
|
27
|
7
|
—
|
—
|
93
|
—
|
93
|
|||||||||||
Arctic
|
2
|
%
|
13
|
2
|
—
|
—
|
1
|
16
|
—
|
16
|
|||||||||||
Latin
America
|
7
|
%
|
5
|
38
|
1
|
—
|
—
|
44
|
17
|
61
|
|||||||||||
WH
Centralized Operations
|
1
|
%
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||
Europe
|
35
|
%
|
—
|
11
|
42
|
—
|
—
|
53
|
—
|
53
|
|||||||||||
West
Africa
|
17
|
%
|
12
|
31
|
4
|
—
|
4
|
51
|
—
|
51
|
|||||||||||
Southeast
Asia
|
11
|
%
|
2
|
13
|
15
|
—
|
—
|
30
|
—
|
30
|
|||||||||||
Other
International
|
4
|
%
|
—
|
10
|
10
|
—
|
—
|
20
|
41
|
61
|
|||||||||||
EH
Centralized Operations
|
1
|
%
|
—
|
—
|
—
|
—
|
—
|
—
|
61
|
61
|
|||||||||||
Bristow
Academy
|
2
|
%
|
—
|
—
|
—
|
76
|
1
|
77
|
—
|
77
|
|||||||||||
Total
|
100
|
%
|
91
|
132
|
79
|
76
|
6
|
384
|
119
|
503
|
(1)
|
Includes
ten aircraft held for sale.
|
(2)
|
The
119 aircraft operated by our unconsolidated affiliates do not include
those aircraft leased from us.
|
·
|
Egypt
– We own a 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 operates from multiple locations. The remaining
75% interest in PAS is owned by Egyptian General Petroleum
Corporation.
|
·
|
India
– We dry lease two aircraft to an Indian helicopter operator and operate
from two locations.
|
·
|
Kazakhstan
– We operate three aircraft through our 49% interest in Atyrau Bristow Air
Services (“ABAS”), a Kazakhstan corporation. ABAS leases one of
these aircraft from a third party and the other two aircraft from
us. ABAS provides helicopter services to a consortium oil and
gas company from a single location.
|
·
|
Libya
– We operate one aircraft and provide services to a consortium of oil and
gas companies.
|
·
|
Mauritania
– We operate two aircraft and provide services to an international oil and
gas company from a single location.
|
·
|
Russia
– We operate seven aircraft from three locations on Sakhalin Island, where
we provide helicopter services to international and domestic oil and gas
companies.
|
·
|
Spain
– We lease an aircraft to another helicopter
operator.
|
·
|
Turkmenistan
– We operate one aircraft through our 51% interest in Turkmenistan
Helicopters Limited (“THL”), a Turkmenistan corporation. THL
provides helicopter services to an international oil and gas company from
a single location.
|
U.S.
Gulf of Mexico
|
628
|
|
Arctic
|
63
|
|
Latin
America
|
182
|
|
WH
Centralized Operations
|
243
|
|
Europe
|
801
|
|
West
Africa
|
599
|
|
Southeast
Asia
|
345
|
|
Other
International
|
150
|
|
EH
Centralized Operations
|
321
|
|
Bristow
Academy
|
193
|
|
Corporate
|
44
|
|
3,569
|
Employee
Group
|
Representatives
|
Status
of Agreement
|
Approximate
Number of Employees Covered by
Agreement
as
of March
31, 2009
|
|||
U.S.
Gulf of Mexico and Arctic Pilots (1)
|
Office
and Professional Employees International Union (“OPEIU”)
|
Agreement
(ratified October 31, 2008); Effective October 4, 2008 and amendable April
1, 2011
|
290
|
|||
U.K
Pilots (2)
|
British
Airline Pilots Association (“BALPA”)
|
Representation
agreement ongoing with no specific termination date
|
220
|
|||
U.K.
Engineers and Staff (2)
|
Unite
|
Representation
agreement ongoing with no specific termination date
|
600
|
|||
Nigeria
Junior and Senior Staff(3)
|
National
Union of Air Transport Employees; Air Transport Services Senior Staff
Association of Nigeria
|
Agreement
reached December 2008
|
200
|
|||
Nigeria
Pilots and Engineers (4)
|
Nigerian
Association of Airline Pilots and Engineers
|
No
formal agreements exist
|
100
|
|||
Australia
Pilots (5)
|
Australia
Pilots Union
|
Agreement
(Ratified May 2008); Amendable June 30, 2010
|
110
|
|||
Bristow
Norway: (6)
Engineers
Pilots
|
Norsk
Helikopteransattes Forbund (“NU of HE”)
Norsk
Flygerforbund (“NALPA”)
|
Agreements
expire between December 31, 2009 and March 31, 2010
|
70
100
|
(1)
|
The
current agreement includes annual pilot wage increases of 6% which began
on the October 4, 2008 effective date and additional improvements to
several other benefit plans.
|
(2)
|
During
fiscal year 2009, we completed negotiations with unions representing our
pilots and engineers in the U.K. New labor rates were effective
for ground staff retroactive to July 1, 2008 and expire June 30,
2011. Annual labor rates for ground staff will increase 5.2% in
the first year and 4.2% in each of the second and third
years. New labor rates for pilots were effective on September
1, 2008 and expire August 31, 2011. Pilots will receive annual
labor rate escalations of 5.7% in the first year and the higher of 4.2% or
the retail price index in each of the second and third
years.
|
(3)
|
The
annual contract negotiations with the unions in Nigeria were concluded in
December 2008. We came to an agreement with the junior and
senior staff union of a 5% pay increase from April 1, 2008 to March 31,
2009.
|
(4)
|
Formal
collective bargaining does not occur but we do recognize pilots and
engineers unions in Nigeria.
|
(5)
|
As
a result of the agreement ratified in May 2008, labor rates increased
20.4%, portions of which were retroactive to May 2007 and January 2008. An
additional increase of 5% became effective in September 2008, and another
increase of 5% will become effective in July 2009.
|
(6)
|
We
have two different union agreements with Bristow Norway engineers and
pilots. The annual pay increases provided in these agreements
range from 5.7% to approximately
10%.
|
·
|
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
governments.
|
·
|
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 that 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 or to repurchase our
notes upon a change of control;
|
·
|
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.
|
Fiscal
Year Ended March 31,
|
|||||||||||
2008
|
2009
|
||||||||||
High
|
Low
|
High
|
Low
|
||||||||
First
Quarter
|
$
|
52.21
|
$
|
36.01
|
$
|
58.03
|
$
|
45.71
|
|||
Second
Quarter
|
53.06
|
41.85
|
49.22
|
33.84
|
|||||||
Third
Quarter
|
58.63
|
45.07
|
33.23
|
17.08
|
|||||||
Fourth
Quarter
|
57.38
|
49.58
|
28.80
|
16.91
|
March 31,
2004
|
March
31, 2005
|
March
31, 2006
|
March
31, 2007
|
March
31, 2008
|
March
31, 2009
|
||
Bristow
Group Inc.
|
100.00
|
144.56
|
134.06
|
158.13
|
232.84
|
92.97
|
|
S&P
500
|
100.00
|
106.69
|
119.20
|
133.31
|
126.54
|
78.34
|
|
PHLX
Oil Service Sector
|
100.00
|
125.73
|
199.83
|
204.43
|
258.92
|
111.79
|
|
Peer
Group
|
100.00
|
150.91
|
202.79
|
226.88
|
233.41
|
136.30
|
·
|
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,
|
||||||||||||||||
2005 (1)
|
2006 (2)
|
2007 (3)
|
2008 (4)
|
2009 (5)
|
||||||||||||
(In
thousands, except per share data)
|
||||||||||||||||
Statement
of Income Data: (6)
|
||||||||||||||||
Gross
revenue (7)
|
$
|
622,637
|
$
|
709,901
|
$
|
843,595
|
$
|
1,012,764
|
$
|
1,133,803
|
||||||
Income
from continuing operations (7)
|
49,021
|
54,310
|
71,348
|
107,814
|
124,554
|
|||||||||||
Income
(loss) from discontinued operations
|
2,539
|
3,499
|
2,824
|
(3,822
|
)
|
(246
|
)
|
|||||||||
Net
income
|
$
|
51,560
|
$
|
57,809
|
$
|
74,172
|
$
|
103,992
|
$
|
124,308
|
||||||
Basic
earnings per common share: (6)
|
||||||||||||||||
Earnings
from continuing operations (7)
|
$
|
2.13
|
$
|
2.33
|
$
|
2.75
|
$
|
4.00
|
$
|
4.01
|
||||||
Earnings
(loss) from discontinued operations
|
0.11
|
0.15
|
0.12
|
(0.16
|
)
|
(0.01
|
)
|
|||||||||
Net
earnings
|
$
|
2.24
|
$
|
2.48
|
$
|
2.87
|
$
|
3.84
|
$
|
4.00
|
||||||
Diluted
earnings per common share: (6)
|
||||||||||||||||
Earnings
from continuing operations (7)
|
$
|
2.10
|
$
|
2.30
|
$
|
2.64
|
$
|
3.53
|
$
|
3.61
|
||||||
Earnings
(loss) from discontinued operations
|
0.11
|
0.15
|
0.10
|
(0.12
|
)
|
(0.01
|
)
|
|||||||||
Net
earnings
|
$
|
2.21
|
$
|
2.45
|
$
|
2.74
|
$
|
3.41
|
$
|
3.60
|
March
31,
|
||||||||||||||||
2005
|
2006
|
2007
|
2008
|
2009
|
||||||||||||
(In
thousands)
|
||||||||||||||||
Balance
Sheet Data (6):
|
||||||||||||||||
Total
assets
|
$
|
1,149,576
|
$
|
1,176,413
|
$
|
1,505,803
|
$
|
1,977,355
|
$
|
2,335,273
|
||||||
Long-term
debt, including current maturities
|
262,080
|
265,296
|
259,082
|
606,218
|
745,846
|
(1)
|
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.
|
(2)
|
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.
|
(3)
|
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 our issuance of Preferred Stock in
September and October 2006, which resulted in a reduction of $0.30 per
share.
|
(4)
|
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 resulting from
settlement of 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 7½% 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.
|
(5)
|
Results
for fiscal year 2009 include 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 2009 Compared to Fiscal Year 2008” 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), Vortex
Helicopters, Inc. (“Vortex”) (November 2007), RLR (April 2008), Bristow Norway
(October 2008) and Severn Aviation (December
2008).
|
(7)
|
Excludes amounts related to
Grasso Production Management, which are classified as discontinued
operations as discussed in Note 2 in the “Notes to Consolidated Financial
Statements” included elsewhere in this Annual
Report.
|
·
|
Grow our
business. We plan to continue to grow our business
globally and increase our revenue and profitability, subject to managing
through cyclical downturns in the energy industry. We have a
footprint in most major oil and gas producing regions of the world, and we
expect to 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 and investments. Through our
relationships with our existing customers, we are aware of future business
opportunities in the markets we currently serve that would allow us to
grow through fleet additions. Our acquisition-related growth
may include increasing our role and participation with existing
unconsolidated affiliates or investing in new companies, and may include
increasing our position in existing markets or expanding into new
markets.
|
·
|
Be the preferred provider of
helicopter services. We position our business 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
seek 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. We have 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 and field
operations.
|
·
|
Capital
expenditures are being carefully evaluated and
prioritized;
|
·
|
Management
salaries have been frozen; and
|
·
|
Staffing
levels and compensation structures are being reviewed to properly position
the Company to continue meeting customers’ needs while maintaining
operational safety.
|
Fiscal
Year Ended March 31,
|
||||||||||
2007
|
2008
|
2009
|
||||||||
(In
thousands, except
per share data)
|
||||||||||
Gross
revenue:
|
||||||||||
Operating
revenue
|
$
|
757,424
|
$
|
918,735
|
$
|
1,028,964
|
||||
Reimbursable
revenue
|
86,171
|
94,029
|
104,839
|
|||||||
Total
gross revenue
|
843,595
|
1,012,764
|
1,133,803
|
|||||||
Operating
expense:
|
||||||||||
Direct
cost
|
548,364
|
635,327
|
718,375
|
|||||||
Reimbursable
expense
|
85,938
|
91,106
|
102,987
|
|||||||
Depreciation
and amortization
|
42,459
|
54,140
|
65,514
|
|||||||
General
and administrative
|
66,321
|
92,833
|
103,656
|
|||||||
Gain
on GOM Assets Sale
|
—
|
—
|
(36,216
|
)
|
||||||
Gain
on disposal of other assets
|
(10,615
|
)
|
(9,390
|
)
|
(9,089
|
)
|
||||
Total
operating expense
|
732,467
|
864,016
|
945,227
|
|||||||
Operating
income
|
111,128
|
148,748
|
188,576
|
|||||||
Earnings
from unconsolidated affiliates, net of losses
|
11,423
|
12,978
|
13,224
|
|||||||
Interest
income (expense), net
|
(2,224
|
)
|
(11,054
|
)
|
(27,018
|
)
|
||||
Other
income (expense), net
|
(8,998
|
)
|
1,585
|
3,368
|
||||||
Income
from continuing operations before provision for income taxes and minority
interest
|
111,329
|
152,257
|
178,150
|
|||||||
Provision
for income taxes
|
(38,781
|
)
|
(44,526
|
)
|
(51,269
|
)
|
||||
Minority
interest
|
(1,200
|
)
|
83
|
(2,327
|
)
|
|||||
Income
from continuing operations
|
71,348
|
107,814
|
124,554
|
|||||||
Income
(loss) from discontinued operations
|
2,824
|
(3,822
|
)
|
(246
|
)
|
|||||
Net
income
|
$
|
74,172
|
$
|
103,992
|
$
|
124,308
|
||||
Diluted
earnings per common share:
|
||||||||||
Earnings
from continuing operations
|
$
|
2.64
|
$
|
3.53
|
$
|
3.61
|
||||
Earnings
(loss) from discontinued operations
|
0.10
|
(0.12
|
)
|
(0.01
|
)
|
|||||
Net
earnings
|
$
|
2.74
|
$
|
3.41
|
$
|
3.60
|
||||
·
|
The
Gain on GOM Asset Sale, which increased operating income by $36.2 million,
income from continuing operations by $23.4 million and diluted earnings
per share by $0.68.
|
·
|
The
impact of hurricanes in the U.S. Gulf of Mexico during fiscal year 2009
which resulted in a decrease in flight activity and an increase in costs,
which reduced operating income by $2.4 million, income from
continuing operations by $2.0 million and diluted earnings per
share by $0.06.
|
·
|
The
April 2008 restructuring of our ownership interests in affiliates in
Mexico, part of our Latin America business unit, which resulted in an
increase in operating income of $0.8 million, income from continuing
operations of $3.7 million and diluted earnings per share of
$0.11.
|
·
|
The
recognition of expense in Australia, part of our Southeast Asia business
unit, related to local tax matters, increases in compensation costs
retroactive to prior fiscal years and one time costs associated with
introducing new aircraft into Australia and re-positioning of aircraft
within this business unit, which resulted in a reduction in operating
income of $4.1 million, income from continuing operations of $2.9 million
and diluted earnings per share of
$0.08.
|
·
|
A
reduction in maintenance expense in fiscal year 2009 in our EH Centralized
Operations business unit associated with a credit resulting from the
renegotiation of a "power by the hour" contract for aircraft maintenance
with a third party provider, which increased operating income by $6.8
million, income from continuing operations by $4.8 million and diluted
earnings per share by $0.14.
|
·
|
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 in our U.S. Gulf of Mexico
business unit, $0.3 million in our Latin 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,
|
||||||||
2007
|
2008
|
2009
|
||||||
Flight
hours (excludes unconsolidated affiliates):
|
||||||||
U.S.
Gulf of Mexico
|
144,147
|
139,938
|
117,686
|
|||||
Arctic
|
8,656
|
7,864
|
8,493
|
|||||
Latin
America
|
38,417
|
40,439
|
51,404
|
|||||
Europe
|
42,377
|
44,343
|
47,493
|
|||||
West
Africa
|
36,124
|
38,170
|
39,027
|
|||||
Southeast
Asia
|
12,668
|
16,029
|
18,503
|
|||||
Other
International
|
9,318
|
8,730
|
7,358
|
|||||
Consolidated
total
|
291,707
|
295,513
|
289,964
|
Fiscal
Year Ended March 31,
|
|||||||||
2007
|
2008
|
2009
|
|||||||
(In
thousands)
|
|||||||||
Gross
revenue:
|
|||||||||
U.S.
Gulf of Mexico
|
$
|
210,161
|
$
|
219,299
|
$
|
222,701
|
|||
Arctic
|
15,309
|
14,254
|
16,725
|
||||||
Latin
America
|
52,820
|
63,863
|
80,533
|
||||||
WH
Centralized Operations
|
14,508
|
4,105
|
7,850
|
||||||
Europe
|
297,934
|
361,744
|
401,504
|
||||||
West
Africa
|
131,141
|
170,770
|
192,427
|
||||||
Southeast
Asia
|
73,404
|
111,117
|
129,073
|
||||||
Other
International
|
46,005
|
47,518
|
51,598
|
||||||
EH
Centralized Operations
|
13,896
|
22,366
|
31,757
|
||||||
Bristow
Academy
|
—
|
14,787
|
24,399
|
||||||
Intrasegment
eliminations
|
(12,058
|
)
|
(17,195
|
)
|
(24,848
|
)
|
|||
Corporate
|
475
|
136
|
84
|
||||||
Consolidated
total
|
$
|
843,595
|
$
|
1,012,764
|
$
|
1,133,803
|
Operating
expense:
(1)
|
|||||||||
U.S.
Gulf of Mexico
|
$
|
179,774
|
$
|
185,168
|
$
|
190,996
|
|||
Arctic
|
12,473
|
12,492
|
14,127
|
||||||
Latin
America
|
38,460
|
50,245
|
58,561
|
||||||
WH
Centralized Operations
|
17,056
|
6,205
|
14,303
|
||||||
Europe
|
245,115
|
284,396
|
326,731
|
||||||
West
Africa
|
112,343
|
138,829
|
146,117
|
||||||
Southeast
Asia
|
60,034
|
87,363
|
109,184
|
||||||
Other
International
|
36,696
|
47,801
|
43,680
|
||||||
EH
Centralized Operations
|
27,476
|
35,757
|
59,480
|
||||||
Bristow
Academy
|
—
|
15,596
|
23,646
|
||||||
Intrasegment
eliminations
|
(12,058
|
)
|
(17,195
|
)
|
(24,848
|
)
|
|||
Gain
on GOM Asset Sale
|
—
|
—
|
(36,216
|
)
|
|||||
Gain
on disposal of other assets
|
(10,615
|
)
|
(9,390
|
)
|
(9,089
|
)
|
|||
Corporate
|
25,713
|
26,749
|
28,555
|
||||||
Consolidated
total
|
$
|
732,467
|
$
|
864,016
|
$
|
945,227
|
Fiscal
Year Ended March 31,
|
|||||||||
2007
|
2008
|
2009
|
|||||||
(In
thousands, except percentages)
|
|||||||||
Operating
income (loss):
|
|||||||||
U.S.
Gulf of Mexico
|
$
|
30,386
|
$
|
34,131
|
$
|
31,705
|
|||
Arctic
|
2,836
|
1,762
|
2,598
|
||||||
Latin
America
|
14,360
|
13,618
|
21,972
|
||||||
WH
Centralized Operations
|
(2,547
|
)
|
(2,100
|
)
|
(6,453
|
)
|
|||
Europe
|
52,819
|
77,348
|
74,773
|
||||||
West
Africa
|
18,798
|
31,941
|
46,310
|
||||||
Southeast
Asia
|
13,370
|
23,754
|
19,889
|
||||||
Other
International
|
9,309
|
(283
|
)
|
7,918
|
|||||
EH
Centralized Operations
|
(13,580
|
)
|
(13,391
|
)
|
(27,723
|
)
|
|||
Bristow
Academy
|
—
|
(809
|
)
|
753
|
|||||
Gain
on GOM Asset Sale
|
—
|
—
|
36,216
|
||||||
Gain
on disposal of other assets
|
10,615
|
9,390
|
9,089
|
||||||
Corporate
|
(25,238
|
)
|
(26,613
|
)
|
(28,471
|
)
|
|||
Consolidated
operating income
|
111,128
|
148,748
|
188,576
|
||||||
Earnings
from unconsolidated affiliates
|
11,423
|
12,978
|
13,224
|
||||||
Interest
income
|
8,716
|
12,725
|
6,004
|
||||||
Interest
expense
|
(10,940
|
)
|
(23,779
|
)
|
(33,022
|
)
|
|||
Other
income (expense), net
|
(8,998
|
)
|
1,585
|
3,368
|
|||||
Income
from continuing operations before provision for income taxes
and
minority interest
|
111,329
|
152,257
|
178,150
|
||||||
Provision
for income taxes
|
(38,781
|
)
|
(44,526
|
)
|
(51,269
|
)
|
|||
Minority
interest
|
(1,200
|
)
|
83
|
(2,327
|
)
|
||||
Income
from continuing operations
|
$
|
71,348
|
$
|
107,814
|
$
|
124,554
|
Operating
margin:
(2)
|
|||||||||
U.S.
Gulf of Mexico
|
14.5
|
%
|
15.6
|
%
|
14.2
|
%
|
|||
Arctic
|
18.5
|
%
|
12.4
|
%
|
15.5
|
%
|
|||
Latin
America
|
27.2
|
%
|
21.3
|
%
|
27.3
|
%
|
|||
Europe
|
17.7
|
%
|
21.4
|
%
|
18.6
|
%
|
|||
West
Africa
|
14.3
|
%
|
18.7
|
%
|
24.1
|
%
|
|||
Southeast
Asia
|
18.2
|
%
|
21.4
|
%
|
15.4
|
%
|
|||
Other
International
|
20.2
|
%
|
(0.6
|
)%
|
15.3
|
%
|
|||
Bristow
Academy
|
—
|
(5.5
|
)%
|
3.1
|
%
|
||||
Consolidated
total
|
13.2
|
%
|
14.7
|
%
|
16.6
|
%
|
(1)
|
Operating
expense includes depreciation and amortization in the following amounts
for the periods presented:
|
Fiscal
Year Ended March 31,
|
|||||||||
2007
|
2008
|
2009
|
|||||||
(In
thousands)
|
|||||||||
U.S. Gulf of
Mexico
|
$
|
10,252
|
$
|
11,045
|
$
|
12,185
|
|||
Arctic
|
648
|
653
|
806
|
||||||
Latin
America
|
3,891
|
3,878
|
8,301
|
||||||
WH
Centralized Operations
|
653
|
547
|
576
|
||||||
Europe
|
11,671
|
17,668
|
21,972
|
||||||
West
Africa
|
6,601
|
8,090
|
8,327
|
||||||
Southeast
Asia
|
3,497
|
4,090
|
6,281
|
||||||
Other
International
|
3,511
|
5,161
|
2,674
|
||||||
EH
Centralized Operations
|
1,510
|
753
|
1,941
|
||||||
Bristow
Academy
|
—
|
1,840
|
2,094
|
||||||
Corporate
|
225
|
415
|
357
|
||||||
Consolidated
total
|
$
|
42,459
|
$
|
54,140
|
$
|
65,514
|
(2)
|
Operating
margin is calculated as gross revenue less operating expense divided by
gross revenue.
|
·
|
Salary,
maintenance and other costs incurred in connection with aircraft that were
not fully operational during fiscal year 2009 as a result of delays in
planned contracts, unscheduled maintenance and re-positioning of
aircraft.
|
·
|
Increased
compensation costs resulting from compensation increases beginning in May
2008 under a new collective bargaining agreement with the pilot’s union in
Australia.
|
·
|
Increased
fuel prices.
|
March
31,
|
||||||
2008
|
2009
|
|||||
(In
thousands)
|
||||||
Capital
structure:
|
||||||
7½%
Senior Notes due 2017
|
$
|
350,601
|
$
|
350,537
|
||
6⅛%
Senior Notes due 2013
|
230,000
|
230,000
|
||||
3%
Convertible Senior Notes due 2038
|
—
|
115,000
|
||||
Other
debt
|
25,617
|
50,309
|
||||
Total
debt
|
606,218
|
745,846
|
||||
Stockholders’
investment
|
967,441
|
1,200,351
|
||||
Total
capital
|
$
|
1,573,659
|
$
|
1,946,197
|
||
Liquidity:
|
||||||
Cash
|
$
|
290,050
|
$
|
300,969
|
||
Undrawn
borrowing capacity on revolving credit facility
|
100,000
|
100,000
|
Fiscal
Year Ended March 31,
|
||||||||
2007
|
2008
|
2009
|
||||||
Number
of aircraft delivered:
|
||||||||
Small
|
4
|
4
|
5
|
|||||
Medium
|
17
|
14
|
11
|
|||||
Large
|
5
|
8
|
10
|
|||||
Fixed
wing
|
—
|
1
|
—
|
|||||
Training
|
—
|
9
|
10
|
|||||
Total
aircraft (1)
|
26
|
36
|
36
|
|||||
Capital
expenditures (in thousands):
|
||||||||
Aircraft
and related equipment
|
$
|
294,444
|
$
|
328,479
|
$
|
445,138
|
||
Other
|
10,332
|
9,524
|
9,772
|
|||||
Total
capital expenditures
|
$
|
304,776
|
$
|
338,003
|
$
|
454,910
|
(1)
|
Includes
one aircraft in fiscal year 2007, two aircraft in fiscal year 2008 and
three aircraft in fiscal year 2009 that were not acquired through
orders.
|
Payments
Due by Period
|
||||||||||||||||||||||||
Fiscal
Year Ending March 31,
|
||||||||||||||||||||||||
Total
|
2010
|
2011
–
2012
|
2013
-
2014
|
2015
and
beyond
|
Other
|
|||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
Contractual
obligations:
|
||||||||||||||||||||||||
Long-term
debt and short-term borrowings:
|
||||||||||||||||||||||||
Principal (1)
|
$
|
745,309
|
$
|
5,909
|
$
|
20,696
|
$
|
238,251
|
$
|
480,453
|
$
|
—
|
||||||||||||
Interest
|
398,092
|
45,912
|
90,773
|
82,656
|
178,751
|
—
|
||||||||||||||||||
Aircraft
operating leases (2)
|
72,506
|
9,698
|
11,824
|
8,400
|
42,584
|
—
|
||||||||||||||||||
Other
operating leases (3)
|
43,607
|
4,765
|
9,517
|
7,036
|
22,289
|
—
|
||||||||||||||||||
Pension
obligations (4)
|
178,707
|
6,686
|
42,680
|
43,692
|
85,649
|
—
|
||||||||||||||||||
Aircraft
purchase obligations (5)
|
244,590
|
233,043
|
11,547
|
—
|
—
|
—
|
||||||||||||||||||
Other
purchase obligations (6)
|
35,308
|
35,308
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Tax
reserves (7)
|
5,315
|
—
|
—
|
—
|
—
|
5,315
|
||||||||||||||||||
Total
contractual cash obligations
|
$
|
1,723,434
|
$
|
341,321
|
$
|
187,037
|
$
|
380,035
|
$
|
809,726
|
$
|
5,315
|
||||||||||||
Other
commercial commitments:
|
||||||||||||||||||||||||
Debt
guarantees (8)
|
$
|
14,331
|
$
|
—
|
$
|
14,331
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||
Other
guarantees (9)
|
27,258
|
440
|
5,233
|
21,585
|
—
|
—
|
||||||||||||||||||
Letters
of credit
|
1,360
|
1,155
|
205
|
—
|
—
|
—
|
||||||||||||||||||
Other
commitments (10)
|
101,751
|
29,627
|
26,124
|
—
|
46,000
|
—
|
||||||||||||||||||
Total
commercial commitments
|
$
|
144,700
|
$
|
31,222
|
$
|
45,893
|
$
|
21,585
|
$
|
46,000
|
$
|
—
|
(1)
|
Excludes
unamortized premium on the 7½% Senior Notes of $0.5
million.
|
(2)
|
Primarily
represents separate operating leases for nine aircraft with a subsidiary
of General Electric Capital Corporation with terms of fifteen years
expiring in August 2023. See Note 7 in the “Notes to
Consolidated Financial Statements” included elsewhere in this Annual
Report.
|
(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 both the
U.K. and Norway pensions will be fully funded in approximately ten
years. As of March 31, 2009, we had recorded on our balance
sheet a $81.4 million pension liability associated with these
obligations. 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 7 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 uncertain tax positions
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 ($14.3 million) of the
debt of FBS, an unconsolidated affiliates.
|
(9)
|
Relates
to an indemnity agreement between us and Afianzadora Sofimex, S.A. to
support issuance of surety bonds on behalf of Heliservicio from time to
time. As of March 31, 2009, surety bonds denominated in Mexican
pesos with an aggregate value of 375 million Mexican pesos ($26.1 million)
and surety bonds denominated in U.S. dollars with an aggregate value of
$1.2 million were outstanding. Furthermore, we have received a
counter-guarantee from CIC, our partner in Heliservicio, for 76% ($20.7
million) of the surety bonds outstanding.
|
(10)
|
In
connection with the Bristow Norway acquisition (see “Part
I. Item I. Business — Overview” included elsewhere
in this Annual Report), we granted the former partner in this joint
venture an option that if exercised would require us to acquire up to five
aircraft from them at fair value upon the expiration of the lease terms
for such aircraft. Two of these aircraft are not currently
operated by Bristow Norway, but our former partner has agreed to purchase
the aircraft and lease the aircraft to Bristow Norway for an initial
period of five years, with three one-year options for extension, as soon
as practicable. The existing three aircraft leases expire in
June 2009, December 2009 and August
2011.
|
Fiscal
Year Ended March 31,
|
|||||||||||
2007
|
2008
|
2009
|
|||||||||
One
British pound sterling into U.S. dollars
|
|||||||||||
High
|
1.99
|
2.11
|
2.01
|
||||||||
Average
|
1.89
|
2.01
|
1.72
|
||||||||
Low
|
1.74
|
1.94
|
1.37
|
||||||||
At
period-end
|
1.96
|
1.99
|
1.43
|
||||||||
One
euro into U.S. dollars
|
|||||||||||
High
|
1.34
|
1.58
|
1.60
|
||||||||
Average
|
1.28
|
1.42
|
1.42
|
||||||||
Low
|
1.21
|
1.33
|
1.24
|
||||||||
At
period-end
|
1.33
|
1.58
|
1.33
|
||||||||
One
Australian dollar into U.S. dollars
|
|||||||||||
High
|
0.81
|
0.95
|
0.98
|
||||||||
Average
|
0.77
|
0.87
|
0.79
|
||||||||
Low
|
0.72
|
0.78
|
0.61
|
||||||||
At
period-end
|
0.81
|
0.91
|
0.69
|
Fiscal
Year Ended
March
31, 2009
|
|||
Revenue
|
$
|
(73,188
|
)
|
Operating
expense
|
61,223
|
||
Non-operating
expense
|
(944
|
)
|
|
Income
from continuing operations before provision for income taxes
and minority
interest
|
(12,909
|
)
|
|
Provision
for income taxes
|
3,478
|
||
Net
income
|
(9,431
|
)
|
|
Cumulative
translation adjustment
|
(104,096
|
)
|
|
Total
stockholders’ investment
|
$
|
(113,527
|
)
|
Euro
|
British
pound sterling
|
Australian
dollar
|
|||||||||
Revenue
|
0.4
|
%
|
2.4
|
%
|
0.9
|
%
|
|||||
Operating
expenses
|
0.7
|
%
|
2.7
|
%
|
0.7
|
%
|
|||||
Income
from continuing operations before
provision for
income
taxes and minority interest
|
1.7
|
%
|
1.6
|
%
|
2.1
|
%
|
Fiscal
Year Ended March 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
(In
thousands, except per share amounts)
|
||||||||||||
Gross
revenue:
|
||||||||||||
Operating
revenue from non-affiliates
|
$
|
709,254
|
$
|
868,929
|
$
|
964,060
|
||||||
Operating
revenue from affiliates
|
48,170
|
49,806
|
64,904
|
|||||||||
Reimbursable
revenue from non-affiliates
|
80,244
|
87,325
|
99,608
|
|||||||||
Reimbursable
revenue from affiliates
|
5,927
|
6,704
|
5,231
|
|||||||||
843,595
|
1,012,764
|
1,133,803
|
||||||||||
Operating
expense:
|
||||||||||||
Direct
cost
|
548,364
|
635,327
|
718,375
|
|||||||||
Reimbursable
expense
|
85,938
|
91,106
|
102,987
|
|||||||||
Depreciation
and amortization
|
42,459
|
54,140
|
65,514
|
|||||||||
General
and administrative
|
66,321
|
92,833
|
103,656
|
|||||||||
Gain
on GOM Asset Sale
|
—
|
—
|
(36,216
|
)
|
||||||||
Gain
on disposal of other assets
|
(10,615
|
)
|
(9,390
|
)
|
(9,089
|
)
|
||||||
732,467
|
864,016
|
945,227
|
||||||||||
Operating
income
|
111,128
|
148,748
|
188,576
|
|||||||||
Earnings
from unconsolidated affiliates, net of losses
|
11,423
|
12,978
|
13,224
|
|||||||||
Interest
income
|
8,716
|
12,725
|
6,004
|
|||||||||
Interest
expense
|
(10,940
|
)
|
(23,779
|
)
|
(33,022
|
)
|
||||||
Other
income (expense), net
|
(8,998
|
)
|
1,585
|
3,368
|
||||||||
Income
from continuing operations before provision for income taxes and minority
interest
|
111,329
|
152,257
|
178,150
|
|||||||||
Provision
for income taxes
|
(38,781
|
)
|
(44,526
|
)
|
(51,269
|
)
|
||||||
Minority
interest
|
(1,200
|
)
|
83
|
(2,327
|
)
|
|||||||
Income
from continuing operations
|
71,348
|
107,814
|
124,554
|
|||||||||
Discontinued
operations:
|
||||||||||||
Income
(loss) from discontinued operations before provision for income
taxes
|
4,409
|
1,722
|
(379
|
)
|
||||||||
Provision
for income taxes on discontinued operations
|
(1,585
|
)
|
(5,544
|
)
|
133
|
|||||||
Income
(loss) from discontinued operations
|
2,824
|
(3,822
|
)
|
(246
|
)
|
|||||||
Net
income
|
74,172
|
103,992
|
124,308
|
|||||||||
Preferred
stock dividends
|
(6,633
|
)
|
(12,650
|
)
|
(12,650
|
)
|
||||||
Net
income available to common stockholders
|
$
|
67,539
|
$
|
91,342
|
$
|
111,658
|
||||||
Basic
earnings per common share:
|
||||||||||||
Earnings
from continuing operations
|
$
|
2.75
|
$
|
4.00
|
$
|
4.01
|
||||||
Earnings
(loss) from discontinued operations
|
0.12
|
(0.16
|
)
|
(0.01
|
)
|
|||||||
Net
earnings
|
$
|
2.87
|
$
|
3.84
|
$
|
4.00
|
||||||
Diluted
earnings per common share:
|
||||||||||||
Earnings
from continuing operations
|
$
|
2.64
|
$
|
3.53
|
$
|
3.61
|
||||||
Earnings
(loss) from discontinued operations
|
0.10
|
(0.12
|
)
|
(0.01
|
)
|
|||||||
Net
earnings
|
$
|
2.74
|
$
|
3.41
|
$
|
3.60
|
||||||
March
31,
|
|||||||||
2008
|
2009
|
||||||||
(In
thousands)
|
|||||||||
ASSETS
|
|||||||||
Current
assets:
|
|||||||||
Cash
and cash equivalents
|
$
|
290,050
|
$
|
300,969
|
|||||
Accounts
receivable from non-affiliates, net of allowance for doubtful accounts of
$1.8 million
and
$0.6 million, respectively
|
204,599
|
194,030
|
|||||||
Accounts
receivable from affiliates, net of allowance for doubtful accounts of $4.0
million
and
$3.4 million, respectively
|
11,316
|
22,644
|
|||||||
Inventories
|
176,239
|
165,438
|
|||||||
Prepaid
expenses and other
|
24,177
|
20,226
|
|||||||
Total
current assets
|
706,381
|
703,307
|
|||||||
Investment
in unconsolidated affiliates
|
52,467
|
20,265
|
|||||||
Property
and equipment – at cost:
|
|||||||||
Land
and buildings
|
60,056
|
68,961
|
|||||||
Aircraft
and equipment
|
1,428,996
|
1,823,011
|
|||||||
1,489,052
|
1,891,972
|
||||||||
Less
– Accumulated depreciation and amortization
|
(316,514
|
)
|
(350,515
|
)
|
|||||
1,172,538
|
1,541,457
|
||||||||
Goodwill
|
15,676
|
44,654
|
|||||||
Other
assets
|
30,293
|
25,590
|
|||||||
$
|
1,977,355
|
$
|
2,335,273
|
||||||
LIABILITIES
AND STOCKHOLDERS’ INVESTMENT
|
|||||||||
Current
liabilities:
|
|||||||||
Accounts
payable
|
$
|
49,650
|
$
|
44,892
|
|||||
Accrued
wages, benefits and related taxes
|
35,523
|
39,939
|
|||||||
Income
taxes payable
|
5,862
|
—
|
|||||||
Other
accrued taxes
|
1,589
|
3,357
|
|||||||
Deferred
revenues
|
15,415
|
17,593
|
|||||||
Accrued
maintenance and repairs
|
13,250
|
10,317
|
|||||||
Accrued
interest
|
5,656
|
6,434
|
|||||||
Other
accrued liabilities
|
22,235
|
20,164
|
|||||||
Deferred
taxes
|
9,238
|
6,195
|
|||||||
Short-term
borrowings and current maturities of long-term debt
|
6,541
|
5,972
|
|||||||
Total
current liabilities
|
164,959
|
154,863
|
|||||||
Long-term
debt, less current maturities
|
599,677
|
739,874
|
|||||||
Accrued
pension liabilities
|
134,156
|
81,380
|
|||||||
Other
liabilities and deferred credits
|
14,805
|
16,741
|
|||||||
Deferred
taxes
|
91,747
|
119,589
|
|||||||
Minority
interest
|
4,570
|
11,200
|
|||||||
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 90,000,000; outstanding 23,923,685 as of
March 31, 2008 and 29,111,436 as of March 31, 2009 (exclusive of 1,281,050
treasury shares)
|
239
|
291
|
|||||||
Additional
paid-in capital
|
186,390
|
421,391
|
|||||||
Retained
earnings
|
606,931
|
719,844
|
|||||||
Accumulated
other comprehensive loss
|
(48,673
|
)
|
(152,454
|
)
|
|||||
967,441
|
1,211,626
|
||||||||
$
|
1,977,355
|
$
|
2,335,273
|
Fiscal
Year Ended March 31,
|
|||||||||||
2007
|
2008
|
2009
|
|||||||||
(In
thousands)
|
|||||||||||
Cash
flows from operating activities:
|
|||||||||||
Net
income
|
$
|
74,172
|
$
|
103,992
|
$
|
124,308
|
|||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||||||
Depreciation
and amortization
|
42,643
|
54,241
|
65,514
|
||||||||
Deferred
income taxes
|
21,031
|
17,571
|
26,298
|
||||||||
(Gain)
loss on disposal of discontinued operations
|
—
|
(1,019
|
)
|
379
|
|||||||
Gain
on asset dispositions
|
(10,618
|
)
|
(9,393
|
)
|
(9,089
|
)
|
|||||
Gain
on GOM Asset Sale
|
—
|
—
|
(36,216
|
)
|
|||||||
Gain
on Heliservicio investment sale
|
—
|
—
|
(1,438
|
)
|
|||||||
Stock-based
compensation expense
|
4,903
|
9,546
|
10,179
|
||||||||
Equity
in earnings from unconsolidated affiliates (in excess of) below dividends
received
|
(3,754
|
)
|
(3,720
|
)
|
3,311
|
||||||
Minority
interest in earnings
|
1,200
|
(83
|
)
|
2,327
|
|||||||
Tax
benefit related to stock-based compensation
|
(1,132
|
)
|
(1,738
|
)
|
(248
|
)
|
|||||
Increase
(decrease) in cash resulting from changes in:
|
|||||||||||
Accounts
receivable
|
(1,428
|
)
|
(32,600
|
)
|
(17,571
|
)
|
|||||
Inventories
|
(10,225
|
)
|
(18,969
|
)
|
(23,007
|
)
|
|||||
Prepaid
expenses and other
|
(6,634
|
)
|
(18,249
|
)
|
10,729
|
||||||
Accounts
payable
|
(10,688
|
)
|
7,019
|
(5,023
|
)
|
||||||
Accrued
liabilities
|
5,771
|
(36,766
|
)
|
3,475
|
|||||||
Other
liabilities and deferred credits
|
(811
|
)
|
17,725
|
(26,066
|
)
|
||||||
Net
cash provided by operating activities
|
104,430
|
87,557
|
127,862
|
||||||||
Cash
flows from investing activities:
|
|||||||||||
Capital
expenditures
|
(304,776
|
)
|
(338,003
|
)
|
(454,910
|
)
|
|||||
Proceeds
from asset dispositions
|
40,441
|
26,623
|
101,920
|
||||||||
Acquisitions,
net of cash received
|
—
|
(14,622
|
)
|
(16,513
|
)
|
||||||
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
|
(264,335
|
)
|
(310,145
|
)
|
(369,503
|
)
|
|||||
Cash
flows from financing activities:
|
|||||||||||
Proceeds
from borrowings
|
—
|
350,622
|
115,000
|
||||||||
Debt
issuance costs
|
—
|
(5,882
|
)
|
(3,768
|
)
|
||||||
Issuance
of Preferred Stock
|
223,550
|
—
|
—
|
||||||||
Preferred
Stock issuance costs
|
(996
|
)
|
—
|
—
|
|||||||
Repayment
of debt and debt redemption premiums
|
(5,716
|
)
|
(10,054
|
)
|
(23,529
|
)
|
|||||
Distributions
to minority interest owners
|
—
|
—
|
(2,468
|
)
|
|||||||
Partial
prepayment of put/call obligation
|
(130
|
)
|
(163
|
)
|
(220
|
)
|
|||||
Acquisition
of minority interest
|
—
|
(507
|
)
|
—
|
|||||||
Preferred
Stock dividends paid
|
(6,107
|
)
|
(12,650
|
)
|
(12,650
|
)
|
|||||
Issuance
of common stock
|
3,949
|
5,756
|
225,259
|
||||||||
Tax
benefit related to stock-based compensation
|
1,132
|
1,738
|
248
|
||||||||
Net
cash (used in) provided by financing activities
|
215,682
|
328,860
|
297,872
|
||||||||
Effect
of exchange rate changes on cash and cash equivalents
|
5,929
|
(410
|
)
|
(45,312
|
)
|
||||||
Net
increase (decrease) in cash and cash equivalents
|
61,706
|
105,862
|
10,919
|
||||||||
Cash
and cash equivalents at beginning of period
|
122,482
|
184,188
|
290,050
|
||||||||
Cash
and cash equivalents at end of period
|
$
|
184,188
|
$
|
290,050
|
$
|
300,969
|
|||||
Supplemental
disclosure of non-cash investing activities:
|
|||||||||||
Accrued
proceeds on insurance claim
|
$
|
—
|
$
|
15,582
|
$
|
—
|
|||||
Contribution
of note receivable and aircraft to RLR
|
$
|
—
|
$
|
—
|
$
|
(6,551
|
)
|
||||
Aircraft
received for investment in Heliservicio
|
$
|
—
|
$
|
—
|
$
|
2,410
|
Fiscal
Year Ended March 31,
|
||||||||||
2007
|
2008
|
2009
|
||||||||
(In
thousands, except share amounts)
|
||||||||||
5.50%
mandatory convertible Preferred Stock (shares):
|
||||||||||
Balance
– beginning of fiscal year
|
—
|
4,600,000
|
4,600,000
|
|||||||
Preferred
Stock issued
|
4,600,000
|
—
|
—
|
|||||||
Balance
– end of fiscal year
|
4,600,000
|
4,600,000
|
4,600,000
|
|||||||
5.50%
mandatory convertible Preferred Stock ($.01 Par):
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
—
|
$
|
222,554
|
$
|
222,554
|
||||
Preferred
Stock issued, net of offering costs of $7.4 million
|
222,554
|
—
|
—
|
|||||||
Balance
– end of fiscal year
|
$
|
222,554
|
$
|
222,554
|
$
|
222,554
|
||||
Common
Stock (shares, exclusive of treasury shares):
|
||||||||||
Balance
– beginning of fiscal year
|
23,385,473
|
23,585,037
|
23,923,685
|
|||||||
Issuance
of Common Stock
|
199,564
|
338,648
|
5,187,751
|
|||||||
Balance
– end of fiscal year
|
23,585,037
|
23,923,685
|
29,111,436
|
|||||||
Common
Stock ($.01 Par):
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
234
|
$
|
236
|
$
|
239
|
||||
Issuance
of Common Stock
|
2
|
3
|
52
|
|||||||
Balance
– end of fiscal year
|
$
|
236
|
$
|
239
|
$
|
291
|
||||
Additional
paid in capital:
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
158,762
|
$
|
169,353
|
$
|
186,390
|
||||
Issuance
of Common Stock
|
—
|
—
|
223,867
|
|||||||
Stock
options exercised and related tax benefit
|
5,077
|
7,491
|
955
|
|||||||
Stock-based
compensation expense
|
4,903
|
9,546
|
10,179
|
|||||||
Reclassified
prior year stock-based compensation liability
|
611
|
—
|
—
|
|||||||
Balance
– end of fiscal year
|
$
|
169,353
|
$
|
186,390
|
$
|
421,391
|
||||
Retained
earnings:
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
447,524
|
$
|
515,589
|
$
|
606,931
|
||||
Net
income
|
74,172
|
103,992
|
124,308
|
|||||||
Preferred
Stock dividends declared
|
(6,107
|
)
|
(12,650
|
)
|
(12,650
|
)
|
||||
Acquisition
of additional investment in Heliservicio
|
—
|
—
|
1,255
|
|||||||
Balance
– end of fiscal year
|
$
|
515,589
|
$
|
606,931
|
$
|
719,844
|
||||
Accumulated
other comprehensive loss:
|
||||||||||
Balance
– beginning of fiscal year
|
$
|
(68,823
|
)
|
$
|
(36,075
|
)
|
$
|
(48,673
|
)
|
|
Other
comprehensive income (loss):
|
||||||||||
Currency
translation adjustments
|
27,084
|
4,087
|
(104,096
|
)
|
||||||
Pension
liability adjustment (1)
|
5,664
|
(20,030
|
)
|
4,047
|
||||||
Equity
method investment other comprehensive loss
|
—
|
(360
|
)
|
—
|
||||||
Unrealized
gain (loss) on cash flow hedges (2)
|
—
|
3,705
|
(6,661
|
)
|
||||||
Income
tax effect attributable to pension liability adjustment as a result of
internal reorganization (Note 8)
|
—
|
—
|
(9,371
|
)
|
||||||
Change
of interest gain – Bristow Norway (Note 2)
|
—
|
—
|
12,300
|
|||||||
Total
other comprehensive income (loss)
|
32,748
|
(12,598
|
)
|
(103,781
|
)
|
|||||
Balance
– end of fiscal year
|
$
|
(36,075
|
)
|
$
|
(48,673
|
)
|
$
|
(152,454
|
)
|
|
Comprehensive
income:
|
||||||||||
Net
income
|
$
|
74,172
|
$
|
103,992
|
$
|
124,308
|
||||
Other
comprehensive income (loss)
|
32,748
|
(12,598
|
)
|
(103,781
|
)
|
|||||
Total
comprehensive income
|
$
|
106,920
|
$
|
91,394
|
$
|
20,527
|
(1)
|
Net
of tax provision of $2.6 million, $9.6 million, and $0.5 million for
fiscal years ended March 31, 2007, 2008 and 2009
respectively.
|
(2)
|
Net
of tax provision of $2.0 million and $3.0 million for fiscal years ended
March 31, 2008 and 2009,
respectively.
|
·
|
Taxes;
|
·
|
Property
and equipment;
|
·
|
Pension
benefits;
|
·
|
Allowance
for doubtful accounts;
|
·
|
Inventory
reserve;
|
·
|
Contingent
liabilities;
|
·
|
Goodwill
impairment; and
|
·
|
Stock–based
compensation.
|
Fiscal
Year Ended March 31,
|
|||||||||||
2007
|
2008
|
2009
|
|||||||||
(In
thousands)
|
|||||||||||
Balance – beginning of fiscal
year
|
$
|
8,923
|
$
|
5,009
|
$
|
5,817
|
|||||
Expense
|
7,842
|
12,370
|
4,633
|
||||||||
Write-offs
and collections
|
(12,121
|
)
|
(11,662
|
)
|
(6,404
|
)
|
|||||
Foreign
currency effects
|
365
|
100
|
(37
|
)
|
|||||||
Balance – end of fiscal
year
|
$
|
5,009
|
$
|
5,817
|
$
|
4,009
|
Fiscal
Year Ended March 31,
|
|||||||||||
2007
|
2008
|
2009
|
|||||||||
(In
thousands)
|
|||||||||||
Balance – beginning of fiscal
year
|
$
|
13,147
|
$
|
10,993
|
$
|
11,827
|
|||||
Expense
|
5,485
|
3,269
|
4,305
|
||||||||
Inventory
disposed and scrapped
|
(8,611
|
)
|
(2,529
|
)
|
(3,503
|
)
|
|||||
Foreign
currency effects
|
972
|
94
|
(2,660
|
)
|
|||||||
Balance – end of fiscal
year
|
$
|
10,993
|
$
|
11,827
|
$
|
9,969
|
March
31,
|
||||||
2008
|
2009
|
|||||
West
Africa
|
$
|
6,731
|
$
|
6,358
|
||
Bristow
Academy
|
8,945
|
10,159
|
||||
Europe
|
—
|
27,561
|
||||
Latin
America
|
—
|
576
|
||||
$
|
15,676
|
$
|
44,654
|
March
31,
|
||||||
2008
|
2009
|
|||||
Non-compete
agreements
|
$
|
2,730
|
$
|
2,069
|
||
Customer
contracts
|
—
|
5,824
|
||||
Customer
relationships
|
—
|
1,450
|
||||
Licenses
|
—
|
662
|
||||
$
|
2,730
|
$
|
10,005
|
Current
assets
|
$
|
44,333
|
|
Property
and equipment
|
35,587
|
||
Other
assets
|
38,282
|
||
Total
assets
|
118,202
|
||
Current
liabilities, including debt
|
(49,784
|
)
|
|
Long-term
debt, less current maturities
|
(18,598
|
)
|
|
Other
long-term liabilities
|
(6,724
|
)
|
|
Total
liabilities
|
(75,106
|
)
|
|
Net
assets
|
$
|
43,096
|
Sale
price
|
$
|
65,000
|
|
Net
assets sold
|
(23,423
|
)
|
|
Transaction
expenses
|
(5,361
|
)
|
|
Pre-tax
gain on sale
|
36,216
|
||
Provision
for income taxes
|
(12,810
|
)
|
|
After-tax
gain on GOM Asset Sale
|
$
|
23,406
|
|
Diluted
earnings per share
|
$
|
0.68
|
Current
assets
|
$
|
7,404
|
|
Property
and equipment
|
35,811
|
||
Other
assets
|
584
|
||
Total
assets acquired
|
43,799
|
||
Current
liabilities, including debt
|
(8,062
|
)
|
|
Long-term
debt, less current maturities
|
(17,231
|
)
|
|
Total
liabilities assumed
|
(25,293
|
)
|
|
Net
assets acquired
|
$
|
18,506
|
Recognition
of previously reserved billings: (1)
|
|||
Revenue
from affiliates and operating income
|
$
|
782
|
|
Earnings
from unconsolidated affiliates, net of losses (2)
|
3,647
|
||
Gain
on Heliservicio investment sale
|
1,438
|
||
Income
from continuing operations before provision for income taxes and minority
interest
|
5,867
|
||
Tax
effect
|
(2,167
|
)
|
|
Income
from continuing operations
|
$
|
3,700
|
|
Diluted
earnings per share for fiscal year 2009
|
$
|
0.11
|
(1)
|
From
April 1, 2005 to March 31, 2008 because of uncertainties as to
collectibility, lease revenue from Heliservicio and Hemisco Helicopters
International, Inc. (“Hemisco”) (collectively, “HC”) were recognized as
collected. As a result of the collection of past due
receivables and the improved financial condition of HC, revenues from HC
have been recognized on an accrual basis since April 1,
2008.
|
(2)
|
Represents
the impact of earnings from unconsolidated affiliates for previously
unrecognized lease revenue from HC prior to April 1,
2008.
|
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,
|
|||||||||
2007
|
2008
|
2009
|
|||||||
(In
thousands)
|
|||||||||
Balance
– beginning of fiscal year
|
$
|
1,804
|
$
|
2,042
|
$
|
2,072
|
|||
Payments
to minority interest shareholders
|
(157
|
)
|
(189
|
)
|
(220
|
)
|
|||
Minority
interest expense
|
163
|
192
|
141
|
||||||
Currency
translation
|
232
|
27
|
(574
|
)
|
|||||
Balance
– end of fiscal year
|
$
|
2,042
|
$
|
2,072
|
$
|
1,419
|
March
31,
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
||||||||||||
Cost
Method:
|
|||||||||||||||
Heliservicio
|
49
|
%
|
N/A
|
4,380
|
N/A
|
||||||||||
PAS
|
25
|
%
|
25
|
%
|
6,286
|
6,286
|
|||||||||
Other
|
3,570
|
1,603
|
|||||||||||||
Equity
Method:
|
|||||||||||||||
FB
Entities
|
50
|
%
|
50
|
%
|
24,296
|
11,201
|
|||||||||
Norsk
|
49
|
%
|
N/A
|
9,912
|
N/A
|
||||||||||
RLR
|
49
|
%
|
N/A
|
3,541
|
N/A
|
||||||||||
Heliservicio
|
N/A
|
24
|
%
|
N/A
|
708
|
||||||||||
Other
|
482
|
467
|
|||||||||||||
Total
|
$
|
52,467
|
$
|
20,265
|
Fiscal
Year Ended March 31,
|
|||||||||
2007
|
2008
|
2009
|
|||||||
Dividends
from entities accounted for on the cost method:
|
|||||||||
PAS
|
$
|
2,500
|
$
|
2,750
|
$
|
2,750
|
|||
Other
|
137
|
179
|
262
|
||||||
2,637
|
2,929
|
3,012
|
|||||||
Earnings
(losses) from entities accounted for on the equity method:
|
|||||||||
FB
Entities
|
7,154
|
10,573
|
8,731
|
||||||
Norsk
|
1,635
|
(467
|
)
|
265
|
|||||
RLR
|
(187
|
)
|
(142
|
)
|
3,401
|
||||
Heliservicio
|
—
|
—
|
(2,348
|
)
|
|||||
Other
|
184
|
85
|
163
|
||||||
8,786
|
10,049
|
10,212
|
|||||||
Total
|
$
|
11,423
|
$
|
12,978
|
$
|
13,224
|
March
31,
|
|||||||
2008
|
2009
|
||||||
(Unaudited)
|
(Unaudited)
|
||||||
Current
assets
|
$
|
143,506
|
$
|
49,513
|
|||
Non-current
assets
|
311,215
|
94,577
|
|||||
Total
assets
|
$
|
454,721
|
$
|
144,090
|
|||
Current
liabilities
|
$
|
119,298
|
$
|
49,195
|
|||
Non-current
liabilities
|
268,968
|
78,749
|
|||||
Equity
|
66,455
|
16,146
|
|||||
Total liabilities and
equity
|
$
|
454,721
|
$
|
144,090
|
Fiscal
Year Ended March 31,
|
|||||||||||
2007
|
2008
|
2009
|
|||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||
Revenue
|
$
|
318,589
|
$
|
342,458
|
$
|
232,051
|
|||||
Gross
profit
|
$
|
45,906
|
$
|
48,375
|
$
|
37,381
|
|||||
Net
income
|
$
|
18,357
|
$
|
23,048
|
$
|
13,149
|
March
31,
|
||||||||
2008
|
2009
|
|||||||
7½%
Senior Notes due 2017, including $0.5
million
of unamortized premium
|
$
|
350,601
|
$
|
350,537
|
||||
6⅛% Senior Notes due
2013
|
230,000
|
230,000
|
||||||
3%
Convertible Senior Notes due 2038
|
—
|
115,000
|
||||||
Bristow
Norway Debt
|
—
|
18,348
|
||||||
RLR
Note
|
—
|
17,215
|
||||||
Term
loans
|
16,683
|
14,382
|
||||||
Hemisco
Note
|
4,380
|
—
|
||||||
Other
debt.
|
4,554
|
364
|
||||||
Total
debt
|
606,218
|
745,846
|
||||||
Less
short-term borrowings and current
maturities
of long-term debt
|
(6,541
|
)
|
(5,972
|
)
|
||||
Total
long-term debt
|
$
|
599,677
|
$
|
739,874
|
Market
Value of Common Stock
|
Number
of Shares of Common
Stock
Issued for Each $1,000 principal amount of 3% Senior Convertible
Notes
|
Total
Number of Common
Stock
Issued for 3%
Senior
Convertible Notes
|
|||
$46.87
or less
|
21.3356
|
2,453,594
|
|||
Between
$46.87 and $169.99
|
12.9308
to 21.3344
|
1,487,032
to 2,453,593
|
|||
$170.00
and above
|
12.9307
|
1,487,031
|
Fiscal
year ending March 31,
|
|||||
2010
|
$
|
5,909
|
|||
2011
|
16,119
|
||||
2012
|
4,578
|
||||
2013
|
4,088
|
||||
2014
|
234,162
|
||||
Thereafter
|
480,453
|
||||
$
|
745,309
|
·
|
Level
1 - inputs to the valuation methodology are quoted prices (unadjusted) for
identical assets or liabilities in active
markets.
|
·
|
Level
2 - inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs are observable for
the asset or liability, either directly or indirectly, for substantially
the full term of the financial
instrument.
|
·
|
Level
3 - inputs to the valuation methodology are unobservable and significant
to the fair value measurement.
|
Quoted
Prices in Active Markets for Identical Assets
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
Balance
as of
March
31, 2009
|
|||||||||||||
Rabbi
Trust investments
|
$
|
2,768
|
$
|
—
|
$
|
—
|
$
|
2,768
|
||||||||
Derivative
liabilities
|
—
|
(8,457
|
)
|
—
|
(8,457
|
)
|
||||||||||
Net
liabilities
|
$
|
2,768
|
$
|
(8,457
|
)
|
$
|
—
|
$
|
(5,689
|
)
|
Fiscal
Year Ending March 31,
|
|||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
Total
|
|||||||||||||||
Commitments
as of March 31, 2009:
|
|||||||||||||||||||
Number
of aircraft:
|
|||||||||||||||||||
Small
|
1
|
—
|
—
|
—
|
1
|
||||||||||||||
Medium
|
8
|
3
|
—
|
—
|
11
|
||||||||||||||
Large
|
12
|
—
|
—
|
—
|
12
|
||||||||||||||
21
|
(1)
|
3
|
(2)
|
—
|
—
|
24
|
|||||||||||||
Related
expenditures (in thousands) (3)
|
$
|
233,043
|
$
|
11,547
|
$
|
—
|
$
|
—
|
$
|
244,590
|
|||||||||
Options
as of March 31, 2009:
|
|||||||||||||||||||
Number
of aircraft:
|
|||||||||||||||||||
Small
|
1
|
—
|
—
|
—
|
1
|
||||||||||||||
Medium
|
—
|
3
|
11
|
13
|
27
|
||||||||||||||
Large
|
—
|
10
|
5
|
4
|
19
|
||||||||||||||
1
|
13
|
16
|
17
|
47
|
|||||||||||||||
Related
expenditures (in thousands) (3)
|
$
|
109,630
|
$
|
258,974
|
$
|
245,429
|
$
|
189,070
|
$
|
803,103
|
(1)
|
Signed
customer contracts are currently in place for six of these
aircraft.
|
(2)
|
No
signed customer contracts are currently in place for these three
aircraft.
|
(3)
|
Includes
progress payments on aircraft scheduled to be delivered in future
periods.
|
Fiscal
Year Ended
|
||||||||||||||||||||||||
March
31, 2007
|
March
31, 2008
|
March
31, 2009
|
||||||||||||||||||||||
Orders
|
Options
|
Orders
|
Options
|
Orders
|
Options
|
|||||||||||||||||||
Beginning
of fiscal year
|
51
|
24
|
31
|
52
|
35
|
50
|
||||||||||||||||||
Aircraft
delivered (1)
|
(25
|
)
|
—
|
(34
|
)
|
—
|
(33
|
)
|
—
|
|||||||||||||||
Aircraft
ordered (2)
|
17
|
(9
|
)
|
38
|
(19
|
)
|
22
|
(12
|
)
|
|||||||||||||||
New
options
|
—
|
31
|
—
|
17
|
—
|
9
|
||||||||||||||||||
Orders
converted to options
|
(12
|
)
|
12
|
—
|
—
|
—
|
—
|
|||||||||||||||||
Expired
options
|
—
|
(6
|
)
|
—
|
—
|
—
|
—
|
|||||||||||||||||
End
of fiscal year
|
31
|
52
|
35
|
50
|
24
|
47
|
(1)
|
Includes
nine and ten, training aircraft delivered during fiscal years 2008 and
2009, respectively.
|
(2)
|
Includes
18 training aircraft ordered during fiscal year
2008.
|
Fiscal
year ending March 31,
|
|||||
2010
|
$
|
10,263
|
|||
2011
|
7,394
|
||||
2012
|
5,547
|
||||
2013
|
4,088
|
||||
2014
|
2,948
|
||||
Thereafter
|
22,289
|
||||
$
|
52,529
|
Amount
of Commitment Expiration Per Period
|
||||||||||||||
Total
|
Fiscal
Year
2010
|
Fiscal
Years
2011-2012
|
Fiscal
Years
2013-2014
|
Fiscal
Year
2015
and
Thereafter
|
||||||||||
(In
thousands)
|
||||||||||||||
$
|
41,589
|
$
|
440
|
$
|
19,564
|
$
|
21,585
|
$
|
—
|
March
31,
|
||||||||
2008
|
2009
|
|||||||
(In
thousands)
|
||||||||
Deferred
tax assets:
|
||||||||
Foreign
tax credits
|
$
|
15,502
|
$
|
2,544
|
||||
Accrued
pension liability
|
70,518
|
21,700
|
||||||
Maintenance
and repair
|
13,852
|
9,600
|
||||||
Accrued
equity compensation
|
4,662
|
7,421
|
||||||
Deferred
revenues
|
2,992
|
2,637
|
||||||
Other
|
6,787
|
10,154
|
||||||
Valuation
allowance
|
(7,865
|
)
|
(1,005
|
)
|
||||
Total
deferred tax assets
|
106,448
|
53,051
|
||||||
Deferred
tax liabilities:
|
||||||||
Property
and equipment
|
(173,249
|
)
|
(129,500
|
)
|
||||
Inventories
|
(12,700
|
)
|
(12,401
|
)
|
||||
Investments
in unconsolidated affiliates
|
(17,298
|
)
|
(35,714
|
)
|
||||
Other
|
(4,186
|
)
|
(1,220
|
)
|
||||
Total
deferred tax liabilities
|
(207,433
|
)
|
(178,835
|
)
|
||||
Net
deferred tax liabilities
|
$
|
(100,985
|
)
|
$
|
(125,784
|
)
|
Fiscal
Year Ended March 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
(In
thousands)
|
||||||||||||
Domestic
|
$
|
27,376
|
$
|
29,455
|
$
|
78,006
|
||||||
Foreign
|
83,953
|
122,802
|
100,144
|
|||||||||
Total
|
$
|
111,329
|
$
|
152,257
|
$
|
178,150
|
Fiscal
Year Ended March 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
(In
thousands)
|
||||||||||||
Current:
|
||||||||||||
Domestic
|
$
|
(2,764
|
)
|
$
|
4,321
|
$
|
11,660
|
|||||
Foreign
|
21,824
|
27,478
|
15,593
|
|||||||||
19,060
|
31,799
|
27,253
|
||||||||||
Deferred:
|
||||||||||||
Domestic
|
18,352
|
16,312
|
26,746
|
|||||||||
Foreign
|
5,332
|
(2,033
|
)
|
4,131
|
||||||||
23,684
|
14,279
|
30,877
|
||||||||||
Increase
(decrease) in valuation allowance
|
(3,963
|
)
|
(1,552
|
)
|
(6,861
|
)
|
||||||
Total
|
$
|
38,781
|
$
|
44,526
|
$
|
51,269
|
Fiscal
Year Ended March 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
Statutory
rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||||||
Net
foreign taxes on non-U.S. earnings
|
11.1
|
%
|
7.2
|
%
|
16.1
|
%
|
||||||
Foreign
earnings indefinitely reinvested abroad
|
(8.7
|
)
|
%
|
(11.2
|
)
|
%
|
(22.5
|
)
|
%
|
|||
Change
in valuation allowance
|
(3.5
|
)
|
%
|
(1.0
|
)
|
%
|
0.1
|
%
|
||||
State
taxes provided
|
0.2
|
%
|
(0.3
|
)
|
%
|
(0.1
|
)
|
%
|
||||
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
|
)
|
%
|
(0.4
|
)
|
%
|
||||
Other,
net
|
(1.5
|
)
|
%
|
3.5
|
%
|
0.6
|
%
|
|||||
Effective
tax rate
|
34.8
|
%
|
29.2
|
%
|
28.8
|
%
|
Jurisdiction
|
Years Open
|
|
U.S.
|
2007
to present
|
|
U.K.
|
2007
to present
|
|
Nigeria
|
2000
to present
|
Fiscal
Year Ended
March
31,
|
|||||||
2008
|
2009
|
||||||
Unrecognized
tax benefits - beginning of fiscal year
|
$
|
6,310
|
$
|
3,006
|
|||
Increases
for tax positions taken in prior years
|
1,487
|
4,411
|
|||||
Decreases
for tax positions taken in prior years
|
(4,380
|
)
|
(1,193
|
)
|
|||
Decreases
related to settlements with tax authorities
|
(411
|
)
|
(908
|
)
|
|||
Unrecognized
tax benefits - end of fiscal year
|
$
|
3,006
|
$
|
5,316
|
Fiscal
Year Ended
March
31,
|
||||||||
2008
|
2009
|
|||||||
(In
thousands)
|
||||||||
Change
in benefit obligation:
|
||||||||
Projected
benefit obligation (PBO) at beginning of period
|
$
|
499,387
|
$
|
511,980
|
||||
Bristow
Norway acquisition
|
—
|
22,264
|
||||||
Service
cost
|
285
|
1,695
|
||||||
Interest
cost
|
26,521
|
27,512
|
||||||
Actuarial
gain (loss)
|
(2,776
|
)
|
(68,530
|
)
|
||||
Benefit
payments and expenses
|
(17,603
|
)
|
(17,258
|
)
|
||||
Effect
of exchange rate changes
|
6,166
|
(134,520
|
)
|
|||||
Projected
benefit obligation (PBO) at end of period
|
$
|
511,980
|
$
|
343,143
|
||||
Change
in plan assets:
|
||||||||
Market
value of assets at beginning of period
|
$
|
386,318
|
$
|
377,824
|
||||
Bristow
Norway acquisition
|
—
|
18,063
|
||||||
Actual
return on assets
|
(10,556
|
)
|
(49,877
|
)
|
||||
Employer
contributions
|
14,703
|
33,747
|
||||||
Benefit
payments and expenses
|
(17,603
|
)
|
(17,258
|
)
|
||||
Effect
of exchange rate changes
|
4,962
|
(100,736
|
)
|
|||||
Market
value of assets at end of period
|
$
|
377,824
|
$
|
261,763
|
||||
Reconciliation
of funded status:
|
||||||||
Accumulated
benefit obligation (ABO)
|
$
|
511,980
|
$
|
343,143
|
||||
Projected
benefit obligation (PBO)
|
$
|
511,980
|
$
|
343,143
|
||||
Fair
value of assets
|
(377,824
|
)
|
(261,763
|
)
|
||||
Net
recognized pension liability
|
$
|
134,156
|
$
|
81,380
|
||||
Amounts
recognized in accumulated other comprehensive loss
|
$
|
195,902
|
$
|
143,154
|
Fiscal
Year Ended March 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
(In
thousands)
|
||||||||||||
Components
of net periodic pension cost:
|
||||||||||||
Service
cost for benefits earned during the period
|
$
|
261
|
$
|
285
|
$
|
1,695
|
||||||
Interest
cost on PBO
|
22,703
|
26,521
|
27,512
|
|||||||||
Expected
return on assets
|
(23,490
|
)
|
(27,454
|
)
|
(24,830
|
)
|
||||||
Amortization
of unrecognized losses
|
3,641
|
4,141
|
4,476
|
|||||||||
Net
periodic pension cost
|
$
|
3,115
|
$
|
3,493
|
$
|
8,853
|
Fiscal
Year Ended March 31,
|
|||||||
2007
|
2008
|
2009
|
|||||
Discount
rate
|
5.30%
|
6.20%
|
7.00%
|
||||
Expected
long-term rate of return on assets
|
6.60%
|
7.10%
|
7.50%
|
||||
Rate
of compensation increase
|
3.00%
|
3.50%
|
3.00%
|
Fiscal
Year Ended
March
31, 2009
|
||
Discount
rate
|
5.50%
|
|
Salary
escalation rate
|
4.50%
|
|
Social
Security base amount
|
4.25%
|
|
Rate
of compensation increase
|
1.75%
|
(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
|
2008
|
2009
|
2008
|
2009
|
||||||||
Equity
securities
|
68.0
|
%
|
59.9
|
%
|
64.8
|
%
|
55.4
|
%
|
||||
Debt
securities
|
31.7
|
%
|
37.0
|
%
|
34.3
|
%
|
40.1
|
%
|
||||
Property
|
0.0
|
%
|
1.5
|
%
|
0.0
|
%
|
1.5
|
%
|
||||
Other
assets
|
0.3
|
%
|
1.6
|
%
|
0.9
|
%
|
3.0
|
%
|
||||
Total
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Projected
Benefit Payments by the Plan for Fiscal Years Ending March
31,
|
Payments
|
||
(In
thousands)
|
|||
2010
|
$
|
15,618
|
|
2011
|
17,054
|
||
2012
|
18,189
|
||
2013
|
19,208
|
||
2014
|
20,502
|
||
Aggregate
2015 – 2019
|
118,335
|
·
|
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.
|
·
|
The
2003 Non-qualified Stock Option Plan for Non-employee Directors (“2003
Director Plan”) which provided for a maximum of 250,000 shares of Common
Stock to be issued pursuant to such plan. As of the date of
each annual meeting, each non-employee director who met certain attendance
criteria was automatically granted an option to purchase 5,000 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 expire no more than ten years after the date of
grant.
|
·
|
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.
|
·
|
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.
|
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, 2008
|
$
|
35.40
|
761,865
|
|||||||||
Granted
|
48.71
|
233,643
|
||||||||||
Exercised
|
28.50
|
(38,636
|
)
|
|||||||||
Expired
or forfeited
|
45.70
|
(32,226
|
)
|
|||||||||
Outstanding
at March 31, 2009
|
38.63
|
924,646
|
8.74
|
$
|
161
|
|||||||
Exercisable
at March 31, 2009
|
33.53
|
538,354
|
8.80
|
$
|
152
|
Fiscal
Years Ended
March
31,
|
||||||||||
2007
|
2008
|
2009
|
||||||||
Risk
free interest rate
|
5.0%
- 5.2
|
%
|
3.0%
- 4.7
|
%
|
1.9%
- 3.5
|
%
|
||||
Expected
life (years)
|
4
|
4
|
6
|
|||||||
Volatility
|
30%
- 34
|
%
|
34%
- 45
|
%
|
33
|
%
|
||||
Dividend
yield
|
—
|
—
|
—
|
|||||||
Weighted
average grant-date fair value of options granted
|
$12.01
|
$18.94
|
$19.06
|
Weighted
|
||||||
Average
|
||||||
Grant
|
||||||
Date
Fair
|
||||||
Value
|
||||||
Units
|
Per
Unit
|
|||||
Non-vested
as of March 31, 2008
|
495,170
|
$
|
37.47
|
|||
Granted
|
150,921
|
49.34
|
||||
Forfeited
|
(21,146
|
)
|
44.98
|
|||
Vested
|
(30,945
|
)
|
38.16
|
|||
Non-vested
as of March 31, 2009
|
594,000
|
40.23
|
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,
|
|||||||||||
2007
|
2008
|
2009
|
|||||||||
Earnings
(in thousands):
|
|||||||||||
Continuing
operations:
|
|||||||||||
Income
available to common stockholders – basic
|
$
|
64,715
|
$
|
95,164
|
$
|
111,904
|
|||||
Preferred
Stock dividends
|
6,633
|
12,650
|
12,650
|
||||||||
Interest
expense on assumed conversion of 3% Convertible Senior Notes, net of tax
(1)
|
—
|
—
|
—
|
||||||||
Income
available to common stockholders – diluted
|
$
|
71,348
|
$
|
107,814
|
$
|
124,554
|
|||||
Discontinued
operations:
|
|||||||||||
Income
(loss) available to common stockholders – basic and
diluted
|
$
|
2,824
|
$
|
(3,822
|
)
|
$
|
(246
|
)
|
|||
Net
earnings:
|
|||||||||||
Income
available to common stockholders – basic
|
$
|
67,539
|
$
|
91,342
|
$
|
111,658
|
|||||
Preferred
Stock dividends
|
6,633
|
12,650
|
12,650
|
||||||||
Interest
expense on assumed conversion of 3% Convertible Senior Notes, net of tax
(1)
|
—
|
—
|
—
|
||||||||
Income
available to common stockholders – diluted
|
$
|
74,172
|
$
|
103,992
|
$
|
124,308
|
|||||
Shares:
|
|||||||||||
Weighted
average number of common shares outstanding – Basic
|
23,496,253
|
23,772,425
|
27,884,161
|
||||||||
Assumed
conversion of Preferred Stock outstanding during the period (2)
|
3,420,621
|
6,522,800
|
6,522,800
|
||||||||
Assumed
conversion of 3% Convertible Senior Notes outstanding during the period
(1)
|
—
|
—
|
—
|
||||||||
Net
effect of dilutive stock options and restricted stock units and restricted
stock awards based on the treasury stock method
|
137,880
|
218,677
|
134,850
|
||||||||
Weighted
average number of common shares outstanding – diluted
|
27,054,754
|
30,513,902
|
34,541,811
|
||||||||
Basic
earnings per common share:
|
|||||||||||
Earnings
from continuing operations
|
$
|
2.75
|
$
|
4.00
|
$
|
4.01
|
|||||
Earnings
(loss) from discontinued operations
|
0.12
|
(0.16
|
)
|
(0.01
|
)
|
||||||
Net
earnings
|
$
|
2.87
|
$
|
3.84
|
$
|
4.00
|
|||||
Diluted
earnings per common share:
|
|||||||||||
Earnings
from continuing operations
|
$
|
2.64
|
$
|
3.53
|
$
|
3.61
|
|||||
Earnings
(loss) from discontinued operations
|
0.10
|
(0.12
|
)
|
(0.01
|
)
|
||||||
Net
earnings
|
$
|
2.74
|
$
|
3.41
|
$
|
3.60
|
(1)
|
Diluted
earnings per common share for fiscal year 2009 excludes approximately 1.5
million potentially dilutive shares initially issuable upon the conversion
of our 3% Convertible Senior Notes. The 3% Convertible Senior
Notes will be convertible, under certain circumstances, using a net share
settlement process, into a combination of cash and our Common
Stock. The initial base conversion price of the notes is
approximately $77.34 (subject to adjustment in certain circumstances),
based on the initial base conversion rate of 12.9307 shares of Common
Stock per $1,000 principal amount of convertible notes. Such
shares did not impact our calculation of diluted earnings per share for
fiscal year ended March 31, 2009 as our stock price did not meet or exceed
$77.34 per share. These notes were issued in June 2008 and,
therefore, did not impact the calculation of diluted earnings per share
for fiscal years 2007 and 2008. See Note 5 for further
details.
|
(2)
|
Diluted
earnings per common share included weighted average shares resulting from
the assumed conversion of our Preferred Stock at the conversion rate that
results in the most dilution: 1.4180 shares of Common Stock for
each share of Preferred Stock. If the average of the closing
price per share of our Common Stock on each of the 20 consecutive trading
days ending on the third day immediately preceding the mandatory
conversion date of September 15, 2009 is greater than $35.26 per share,
then the Preferred Stock will convert into fewer shares than assumed for
diluted earnings per common share. If such average is $43.19
per share or more, then the Preferred Stock will convert into 1,197,840
fewer shares than assumed for diluted earnings per common
share.
|
Fiscal
Year Ended March 31,
|
|||||||||||
2007
|
2008
|
2009
|
|||||||||
(In
thousands)
|
|||||||||||
Segment
gross revenue from external customers:
|
|||||||||||
U.S.
Gulf of Mexico
|
$
|
209,998
|
$
|
219,199
|
$
|
222,527
|
|||||
Arctic
|
15,309
|
14,254
|
16,725
|
||||||||
Latin
America
|
52,820
|
63,863
|
80,525
|
||||||||
WH
Centralized Operations
|
9,871
|
1,264
|
5,494
|
||||||||
Europe
|
292,705
|
359,706
|
400,866
|
||||||||
West
Africa
|
131,141
|
170,770
|
192,427
|
||||||||
Southeast
Asia
|
73,404
|
111,117
|
129,042
|
||||||||
Other
International
|
45,876
|
46,737
|
50,715
|
||||||||
EH
Centralized Operations
|
11,996
|
10,931
|
11,063
|
||||||||
Bristow
Academy
|
—
|
14,787
|
24,335
|
||||||||
Corporate
|
475
|
136
|
84
|
||||||||
Total
segment gross revenue
|
$
|
843,595
|
$
|
1,012,764
|
$
|
1,133,803
|
Intrasegment
gross revenue:
|
|||||||||||
U.S.
Gulf of Mexico
|
$
|
163
|
$
|
100
|
$
|
174
|
|||||
Arctic
|
—
|
—
|
—
|
||||||||
Latin
America
|
—
|
—
|
8
|
||||||||
WH
Centralized Operations
|
4,637
|
2,841
|
2,356
|
||||||||
Europe
|
5,229
|
2,038
|
638
|
||||||||
West
Africa
|
—
|
—
|
—
|
||||||||
Southeast
Asia
|
—
|
—
|
31
|
||||||||
Other
International
|
129
|
781
|
883
|
||||||||
EH
Centralized Operations
|
1,900
|
11,435
|
20,694
|
||||||||
Bristow
Academy
|
—
|
—
|
64
|
||||||||
Total
intrasegment gross revenue
|
$
|
12,058
|
$
|
17,195
|
$
|
24,848
|
Consolidated
gross revenue reconciliation:
|
|||||||||||
U.S.
Gulf of Mexico
|
$
|
210,161
|
$
|
219,299
|
$
|
222,701
|
|||||
Arctic
|
15,309
|
14,254
|
16,725
|
||||||||
Latin
America
|
52,820
|
63,863
|
80,533
|
||||||||
WH
Centralized Operations
|
14,508
|
4,105
|
7,850
|
||||||||
Europe
|
297,934
|
361,744
|
401,504
|
||||||||
West
Africa
|
131,141
|
170,770
|
192,427
|
||||||||
Southeast
Asia
|
73,404
|
111,117
|
129,073
|
||||||||
Other
International
|
46,005
|
47,518
|
51,598
|
||||||||
EH
Centralized Operations
|
13,896
|
22,366
|
31,757
|
||||||||
Bristow
Academy
|
—
|
14,787
|
24,399
|
||||||||
Intrasegment
eliminations
|
(12,058
|
)
|
(17,195
|
)
|
(24,848
|
)
|
|||||
Corporate
|
475
|
136
|
84
|
||||||||
Total
consolidated gross revenue
|
$
|
843,595
|
$
|
1,012,764
|
$
|
1,133,803
|
Fiscal
Year Ended March 31,
|
|||||||||||
2007
|
2008
|
2009
|
|||||||||
(In
thousands)
|
|||||||||||
Consolidated
operating income (loss) reconciliation:
|
|||||||||||
U.S.
Gulf of Mexico
|
$
|
30,386
|
$
|
34,131
|
$
|
31,705
|
|||||
Arctic
|
2,836
|
1,762
|
2,598
|
||||||||
Latin
America
|
14,360
|
13,618
|
21,972
|
||||||||
WH
Centralized Operations
|
(2,547
|
)
|
(2,100
|
)
|
(6,453
|
)
|
|||||
Europe
|
52,819
|
77,348
|
74,773
|
||||||||
West
Africa
|
18,798
|
31,941
|
46,310
|
||||||||
Southeast
Asia
|
13,370
|
23,754
|
19,889
|
||||||||
Other
International
|
9,309
|
(283
|
)
|
7,918
|
|||||||
EH
Centralized Operations
|
(13,580
|
)
|
(13,391
|
)
|
(27,723
|
)
|
|||||
Bristow
Academy
|
—
|
(809
|
)
|
753
|
|||||||
Gain
on GOM Asset Sale
|
—
|
—
|
36,216
|
||||||||
Gain
on disposal of other assets
|
10,615
|
9,390
|
9,089
|
||||||||
Corporate
|
(25,238
|
)
|
(26,613
|
)
|
(28,471
|
)
|
|||||
Total
consolidated operating income
|
$
|
111,128
|
$
|
148,748
|
$
|
188,576
|
Capital
expenditures:
|
|||||||||||
U.S.
Gulf of Mexico
|
$
|
28,406
|
$
|
31,682
|
$
|
80,946
|
|||||
Arctic
|
131
|
2,518
|
119
|
||||||||
Latin
America
|
30,025
|
9,007
|
29,115
|
||||||||
WH
Centralized Operations
|
527
|
318
|
701
|
||||||||
Europe
|
88,400
|
107,212
|
71,096
|
||||||||
West
Africa
|
1,892
|
15,823
|
14,947
|
||||||||
Southeast
Asia
|
221
|
4,355
|
53,266
|
||||||||
Other
International
|
1,861
|
8,974
|
1,585
|
||||||||
EH
Centralized Operations
|
63
|
297
|
1,583
|
||||||||
Bristow
Academy
|
—
|
7,073
|
4,604
|
||||||||
Corporate
(1)
|
153,080
|
150,608
|
196,948
|
||||||||
Total
capital expenditures (2)
|
$
|
304,606
|
$
|
337,867
|
$
|
454,910
|
Depreciation
and amortization:
|
|||||||||||
U.S.
Gulf of Mexico
|
$
|
10,848
|
$
|
11,045
|
$
|
12,185
|
|||||
Arctic
|
155
|
653
|
806
|
||||||||
Latin
America
|
3,891
|
3,878
|
8,301
|
||||||||
WH
Centralized Operations
|
550
|
547
|
576
|
||||||||
Europe
|
11,671
|
17,668
|
21,972
|
||||||||
West
Africa
|
6,601
|
8,090
|
8,327
|
||||||||
Southeast
Asia
|
3,497
|
4,090
|
6,281
|
||||||||
Other
International
|
3,511
|
5,161
|
2,674
|
||||||||
EH
Centralized Operations
|
1,510
|
753
|
1,941
|
||||||||
Bristow
Academy
|
—
|
1,840
|
2,094
|
||||||||
Corporate
|
225
|
415
|
357
|
||||||||
Total
depreciation and amortization
|
$
|
42,459
|
$
|
54,140
|
$
|
65,514
|
March
31,
|
|||||||
2008
|
2009
|
||||||
(In
thousands)
|
|||||||
Identifiable
assets:
|
|||||||
U.S.
Gulf of Mexico
|
$
|
256,927
|
$
|
355,244
|
|||
Arctic
|
17,233
|
15,584
|
|||||
Latin
America
|
157,916
|
214,490
|
|||||
WH
Centralized Operations
|
1,456
|
2,758
|
|||||
Europe
|
509,413
|
683,191
|
|||||
West
Africa
|
252,458
|
269,618
|
|||||
Southeast
Asia
|
165,431
|
207,951
|
|||||
Other
International
|
99,185
|
77,509
|
|||||
EH
Centralized Operations
|
51,291
|
30,241
|
|||||
Bristow
Academy
|
33,966
|
37,961
|
|||||
Corporate
(3)
|
432,079
|
440,726
|
|||||
Total
identifiable assets
|
$
|
1,977,355
|
$
|
2,335,273
|
(1)
|
Includes
$152.9 million, $150.4 million and $197.8 million of construction in
progress payments that were not allocated to business units in fiscal
years 2007, 2008 and 2009, respectively.
|
(2)
|
Excludes
$0.2 million and $0.1 million of capital expenditures for discontinued
operations for fiscal years 2007 and 2008,
respectively.
|
(3)
|
Includes
$182.9 million and $230.1 million, respectively of construction in
progress within property and equipment on our consolidated balance sheets
as of March 31, 2008 and 2009, respectively, which primarily represents
progress payments on aircraft to be delivered in future
periods.
|
Fiscal
Year Ended March 31,
|
|||||||||||
2007
|
2008
|
2009
|
|||||||||
(In
thousands)
|
|||||||||||
Gross
revenue:
|
|||||||||||
United
Kingdom
|
$
|
304,669
|
$
|
357,706
|
$
|
349,426
|
|||||
United
States
|
186,187
|
249,641
|
267,789
|
||||||||
Nigeria
|
131,141
|
170,770
|
192,427
|
||||||||
Australia
|
66,679
|
102,774
|
113,770
|
||||||||
Norway
|
9,513
|
12,931
|
63,874
|
||||||||
Mexico
|
14,021
|
17,014
|
38,244
|
||||||||
Trinidad
|
30,355
|
37,441
|
31,214
|
||||||||
Other
countries
|
101,030
|
64,487
|
77,059
|
||||||||
$
|
843,595
|
$
|
1,012,764
|
$
|
1,133,803
|
March
31,
|
|||||||
2008
|
2009
|
||||||
(In
thousands)
|
|||||||
Long-lived
assets
|
|||||||
United
Kingdom
|
$
|
333,686
|
$
|
369,077
|
|||
United
States
|
194,482
|
278,506
|
|||||
Norway
|
95,651
|
175,632
|
|||||
Nigeria
|
132,935
|
158,588
|
|||||
Australia
|
74,533
|
119,054
|
|||||
Mexico
|
22,019
|
65,505
|
|||||
Trinidad
|
46,179
|
40,731
|
|||||
Other
countries
|
90,171
|
114,061
|
|||||
Construction
in progress attributable to aircraft (1)
|
182,882
|
220,303
|
|||||
$
|
1,172,538
|
$
|
1,541,457
|
(1)
|
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 (1)
|
September 30 (2)
|
December 31
(3)
|
March 31
(4)
|
||||||||||||
(In
thousands, except per share amounts)
|
|||||||||||||||
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)
|
21,910
|
33,335
|
26,234
|
26,335
|
|||||||||||
Income
from discontinued operations (7)
|
762
|
615
|
(6,086
|
)
|
887
|
||||||||||
Basic
earnings per common share:
|
|||||||||||||||
Earnings
from continuing operations
|
$
|
0.80
|
$
|
1.27
|
$
|
0.97
|
$
|
0.97
|
|||||||
Earnings
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
from discontinued operations
|
0.02
|
0.02
|
(0.20
|
)
|
0.03
|
||||||||||
Net
earnings
|
$
|
0.75
|
$
|
1.12
|
$
|
0.66
|
$
|
0.89
|
|||||||
Fiscal
Year 2009
|
|||||||||||||||
Gross
revenue (8)
|
$
|
284,123
|
$
|
291,688
|
$
|
282,987
|
$
|
275,005
|
|||||||
Operating
income (5) (6)
(8)
|
31,587
|
40,447
|
73,689
|
42,853
|
|||||||||||
Income
from continuing operations (5) (6)
(8)
|
22,649
|
28,027
|
47,593
|
26,285
|
|||||||||||
Income
(loss) from discontinued operations (7)
|
—
|
(246
|
)
|
—
|
—
|
||||||||||
Basic
earnings per common share:
|
|||||||||||||||
Earnings
from continuing operations (9)
|
$
|
0.78
|
$
|
0.85
|
$
|
1.53
|
$
|
0.79
|
|||||||
Earnings
(loss) from discontinued operations
|
—
|
(0.01
|
)
|
—
|
—
|
||||||||||
Net
earnings
|
$
|
0.78
|
$
|
0.84
|
$
|
1.53
|
$
|
0.79
|
|||||||
Diluted
earnings per share:
|
|||||||||||||||
Earnings
from continuing operations (9)
|
$
|
0.72
|
$
|
0.79
|
$
|
1.34
|
$
|
0.74
|
|||||||
Earnings
(loss) from discontinued operations
|
—
|
(0.01
|
)
|
—
|
—
|
||||||||||
Net
earnings
|
$
|
0.72
|
$
|
0.78
|
$
|
1.34
|
$
|
0.74
|
(1)
|
Operating
income and income from continuing operations for the fiscal quarter ended
June 30, 2008 included $0.8 million and $3.7 million, respectively, in
additional earnings associated with the Mexico Reorganization (see Note 2
for further discussion).
|
(2)
|
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 in West Africa which is included in direct costs in our
consolidated statements of income. Operating income and income
from continuing operations for the fiscal quarter ended September 30, 2008
included $2.1 million and $1.5 million, respectively, in reduced earnings
from hurricanes in the U.S. Gulf of Mexico (see Note 7 for further
discussion).
|
(3)
|
Income
from continuing operations for the fiscal quarter ended December 31, 2008
was increased by $4.0 million as a result of a lower provision for income
taxes, which was driven by a $2.6 million benefit related to tax elections
filed as part of an internal reorganization and the resolution of $1.4
million in uncertain tax positions.
|
(4)
|
Income
from continuing operations for each of the fiscal quarters ended March 31,
2008 and 2009 included dividend income received from an unconsolidated
affiliate, net of taxes, of $1.8 million. 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 8). 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. Operating
income and income from continuing operations for the fiscal quarter ended
March 31, 2009 included expenses recognized in Australia, part of our
Southeast Asia business unit, for local tax matters of $1.3 million and
$0.9 million, respectively, and a reduction in maintenance expense in our
EH Centralized Operations business unit associated with a credit received
from a third party maintenance provider of $6.8 million and $5.0 million,
respectively.
|
(5)
|
Operating
income and income from continuing operations included legal and
professional costs in connection with the Internal Review and DOJ
investigations 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. We
reversed $1.0 million ($0.7 million, net of taxes) of previously accrued
settlement costs 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, 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. Operating income and income from continuing operations
for the fiscal quarters ended June 30, September 30 and December 31, 2008
and March 31, 2009 included $2.0 million, $2.5 million, ($0.1) million and
$2.4 million, respectively, in gains (losses) on disposal of assets, net
of taxes. Operating income and income from continuing
operations for the fiscal quarters ended December 31, 2008 and March 31,
2009 include $24.4 million and $(1.0) million, respectively, in gain
(loss) on GOM Asset Sale, net of taxes. See Note 2 for more
information on the GOM Asset Sale.
|
(7)
|
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 quarters ended December 31, 2007
and September 30, 2008, respectively, included after-tax losses of $5.3
million and $0.2 million, respectively, related to the
sale.
|
(8)
|
Revenue,
operating income and income from continuing operations for the fiscal
quarters ended December 31, 2008 and March 31, 2009 were significantly
reduced by the impact of the strengthening U.S. dollar and resulting
changes in foreign currency exchange rates as follows: revenue - $33.6
million and $41.4 million, respectively; operating income - $2.3 million
and $6.3 million, respectively; income from continuing operations - $2.5
million and $4.9 million, respectively.
|
(9)
|
Earnings
per share (basic and diluted) was decreased for the fiscal quarters ended
September 30 and December 31, 2008 and March 31, 2009 as a result of
additional shares issued in our June 2008 offering and private placement
by $0.13, $0.21 and $0.14,
respectively.
|
Parent
Company
Only
|
Guarantor
Subsidiaries
|
Non-
Guarantor
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
Company
Only
|
Guarantor
Subsidiaries
|
Non-
Guarantor
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
Company
Only
|
Guarantor
Subsidiaries
|
Non-
Guarantor
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
Company
Only
|
Guarantor
Subsidiaries
|
Non-
Guarantor
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
Company
Only
|
Guarantor
Subsidiaries
|
Non-
Guarantor
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
|
Parent
Company
Only
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
|||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Revenue:
|
|||||||||||||||||||
Gross
revenue
|
$
|
550
|
$
|
333,286
|
$
|
799,967
|
$
|
—
|
$
|
1,133,803
|
|||||||||
Intercompany
revenue
|
—
|
27,262
|
22,223
|
(49,485
|
)
|
—
|
|||||||||||||
550
|
360,548
|
822,190
|
(49,485
|
)
|
1,133,803
|
||||||||||||||
Operating
expense:
|
|||||||||||||||||||
Direct
cost
|
503
|
211,824
|
609,035
|
—
|
821,362
|
||||||||||||||
Intercompany
expenses
|
—
|
22,629
|
26,856
|
(49,485
|
)
|
—
|
|||||||||||||
Depreciation
and amortization
|
530
|
23,690
|
41,294
|
—
|
65,514
|
||||||||||||||
General
and administrative
|
28,117
|
16,310
|
59,229
|
—
|
103,656
|
||||||||||||||
(Gain)
loss on GOM Asset Sale
|
1,837
|
(39,877
|
)
|
1,824
|
—
|
(36,216
|
)
|
||||||||||||
(Gain)
loss on disposal of assets
|
—
|
(1,704
|
)
|
(26,948
|
)
|
19,563
|
(9,089
|
)
|
|||||||||||
30,987
|
232,872
|
711,290
|
(29,922
|
)
|
945,227
|
||||||||||||||
Operating
income (loss)
|
(30,437
|
)
|
127,676
|
110,900
|
(19,563
|
)
|
188,576
|
||||||||||||
Earnings
(losses) from unconsolidated affiliates, net
|
182,744
|
3,453
|
12,117
|
(185,090
|
)
|
13,224
|
|||||||||||||
Interest
income
|
76,048
|
131
|
2,305
|
(72,480
|
)
|
6,004
|
|||||||||||||
Interest
expense
|
(34,280
|
)
|
—
|
(71,222
|
)
|
72,480
|
(33,022
|
)
|
|||||||||||
Other
income (expense), net
|
3,886
|
796
|
(1,314
|
)
|
—
|
3,368
|
|||||||||||||
Income
from continuing operations before provision for income taxes and minority
interest
|
197,961
|
132,056
|
52,786
|
(204,653
|
)
|
178,150
|
|||||||||||||
Allocation
of consolidated income taxes
|
(72,838
|
)
|
(13,003
|
)
|
34,572
|
—
|
(51,269
|
)
|
|||||||||||
Minority
interest
|
(815
|
)
|
—
|
(1,512
|
)
|
—
|
(2,327
|
)
|
|||||||||||
Income
from continuing operations
|
124,308
|
119,053
|
85,846
|
(204,653
|
)
|
124,554
|
|||||||||||||
Discontinued
operations:
|
|||||||||||||||||||
Income
from discontinued operations before provision for income
taxes
|
—
|
(379
|
)
|
—
|
—
|
(379
|
)
|
||||||||||||
Provision
for income taxes on discontinued operations
|
—
|
133
|
—
|
—
|
133
|
||||||||||||||
Loss
from discontinued operations
|
—
|
(246
|
)
|
—
|
—
|
(246
|
)
|
||||||||||||
Net
income
|
$
|
124,308
|
$
|
118,807
|
$
|
85,846
|
$
|
(204,653
|
)
|
$
|
124,308
|
Parent
Company
Only
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
|||||||||||||||
(In
thousands)
|
|||||||||||||||||||
ASSETS
|
|||||||||||||||||||
Current
assets:
|
|||||||||||||||||||
Cash
and cash equivalents
|
$
|
226,691
|
$
|
5,445
|
$
|
68,833
|
$
|
—
|
$
|
300,969
|
|||||||||
Accounts
receivable
|
11,931
|
67,047
|
172,974
|
(35,278
|
)
|
216,674
|
|||||||||||||
Inventories
|
—
|
82,422
|
83,016
|
—
|
165,438
|
||||||||||||||
Prepaid
expenses and other
|
1,000
|
6,200
|
30,676
|
(17,650
|
)
|
20,226
|
|||||||||||||
Total
current assets
|
239,622
|
161,114
|
355,499
|
(52,928
|
)
|
703,307
|
|||||||||||||
Intercompany
investment
|
924,815
|
62,990
|
251,960
|
(1,239,765
|
)
|
—
|
|||||||||||||
Investment
in unconsolidated affiliates
|
1,631
|
150
|
18,484
|
—
|
20,265
|
||||||||||||||
Intercompany
notes receivable
|
835,439
|
—
|
(8,709
|
)
|
(826,730
|
)
|
—
|
||||||||||||
Property
and equipment – at cost:
|
|||||||||||||||||||
Land
and buildings
|
212
|
48,770
|
19,979
|
—
|
68,961
|
||||||||||||||
Aircraft
and equipment
|
7,280
|
768,709
|
1,047,022
|
—
|
1,823,011
|
||||||||||||||
7,492
|
817,479
|
1,067,001
|
—
|
1,891,972
|
|||||||||||||||
Less: Accumulated
depreciation and amortization
|
(1,511
|
)
|
(129,675
|
)
|
(219,329
|
)
|
—
|
(350,515
|
)
|
||||||||||
5,981
|
687,804
|
847,672
|
—
|
1,541,457
|
|||||||||||||||
Goodwill
|
—
|
4,486
|
40,168
|
—
|
44,654
|
||||||||||||||
Other
assets
|
114,437
|
1,151
|
186,726
|
(276,724
|
)
|
25,590
|
|||||||||||||
$
|
2,121,925
|
$
|
917,695
|
$
|
1,691,800
|
$
|
(2,396,147
|
)
|
$
|
2,335,273
|
LIABILITIES
AND STOCKHOLDERS’ INVESTMENT
|
|||||||||||||||||||
Current
liabilities:
|
|||||||||||||||||||
Accounts
payable
|
$
|
938
|
$
|
20,772
|
$
|
50,230
|
$
|
(27,048
|
)
|
$
|
44,892
|
||||||||
Accrued
liabilities
|
11,458
|
22,703
|
90,594
|
(26,951
|
)
|
97,804
|
|||||||||||||
Deferred
taxes
|
(1,575
|
)
|
—
|
7,770
|
—
|
6,195
|
|||||||||||||
Short-term
borrowings and current maturities of
long-term
debt
|
64
|
—
|
5,908
|
—
|
5,972
|
||||||||||||||
Total
current liabilities
|
10,885
|
43,475
|
154,502
|
(53,999
|
)
|
154,863
|
|||||||||||||
Long-term
debt, less current maturities
|
695,474
|
—
|
44,400
|
—
|
739,874
|
||||||||||||||
Intercompany
notes payable
|
—
|
355,150
|
572,148
|
(927,298
|
)
|
—
|
|||||||||||||
Accrued
pension liabilities
|
—
|
—
|
81,380
|
—
|
81,380
|
||||||||||||||
Other
liabilities and deferred credits
|
3,340
|
8,567
|
181,964
|
(177,130
|
)
|
16,741
|
|||||||||||||
Deferred
taxes
|
89,826
|
6,299
|
23,464
|
—
|
119,589
|
||||||||||||||
Minority
interest
|
7,107
|
—
|
4,093
|
—
|
11,200
|
||||||||||||||
Stockholders’
investment:
|
|||||||||||||||||||
Preferred
stock
|
222,554
|
—
|
—
|
—
|
222,554
|
||||||||||||||
Common
Stock
|
291
|
4,996
|
9,646
|
(14,642
|
)
|
291
|
|||||||||||||
Additional
paid-in-capital
|
421,391
|
17,906
|
542,992
|
(560,898
|
)
|
421,391
|
|||||||||||||
Retained
earnings
|
719,844
|
481,302
|
12,860
|
(494,162
|
)
|
719,844
|
|||||||||||||
Accumulated
other comprehensive income
(loss)
|
(48,787
|
)
|
—
|
64,351
|
(168,018
|
)
|
(152,454
|
)
|
|||||||||||
1,315,293
|
504,204
|
629,849
|
(1,237,720
|
)
|
1,211,626
|
||||||||||||||
$
|
2,121,925
|
$
|
917,695
|
$
|
1,691,800
|
$
|
(2,396,147
|
)
|
$
|
2,335,273
|
Parent
Company
Only
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
|||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Net
cash provided by (used in) operating activities
|
$
|
(170,736
|
)
|
$
|
10,619
|
$
|
189,816
|
$
|
98,163
|
$
|
127,862
|
||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||
Capital
expenditures
|
(1,241
|
)
|
(288,335
|
)
|
(165,334
|
)
|
—
|
(454,910
|
)
|
||||||||||
Proceeds
from asset dispositions
|
—
|
87,607
|
14,313
|
—
|
101,920
|
||||||||||||||
Acquisitions,
net of cash received
|
(923
|
)
|
356
|
(15,946
|
)
|
—
|
(16,513
|
)
|
|||||||||||
Net
cash used in investing activities
|
(2,164
|
)
|
(200,372
|
)
|
(166,967
|
)
|
—
|
(369,503
|
)
|
||||||||||
Cash
flows from financing activities:
|
|||||||||||||||||||
Proceeds
from borrowings
|
115,000
|
—
|
—
|
—
|
115,000
|
||||||||||||||
Debt
issuance costs
|
(3,768
|
)
|
—
|
—
|
—
|
(3,768
|
)
|
||||||||||||
Repayment
of debt and debt redemption
premiums
|
(2,300
|
)
|
—
|
(21,229
|
)
|
—
|
(23,529
|
)
|
|||||||||||
Increases
(decreases) in cash related to
intercompany
advances and debt
|
(160,320
|
)
|
194,837
|
63,646
|
(98,163
|
)
|
—
|
||||||||||||
Dividends
paid
|
12,900
|
—
|
(12,900
|
)
|
—
|
—
|
|||||||||||||
Partial
prepayment of put/call obligation
|
(220
|
)
|
—
|
—
|
—
|
(220
|
)
|
||||||||||||
Distributions
to minority interest owners
|
—
|
—
|
(2,468
|
)
|
—
|
(2,468
|
)
|
||||||||||||
Preferred
Stock dividends paid
|
(12,650
|
)
|
—
|
—
|
—
|
(12,650
|
)
|
||||||||||||
Issuance
of Common Stock
|
225,259
|
—
|
—
|
—
|
225,259
|
||||||||||||||
Tax
benefit related to exercise of stock options
|
248
|
—
|
—
|
—
|
248
|
||||||||||||||
Net
cash provided by financing activities
|
174,149
|
194,837
|
27,049
|
(98,163
|
)
|
297,872
|
|||||||||||||
Effect
of exchange rate changes on cash and cash
equivalents
|
(1,052
|
)
|
—
|
(44,260
|
)
|
—
|
(45,312
|
)
|
|||||||||||
Net
increase in cash and cash
equivalents
|
197
|
5,084
|
5,638
|
—
|
10,919
|
||||||||||||||
Cash
and cash equivalents at beginning of
period
|
226,494
|
361
|
63,195
|
—
|
290,050
|
||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
226,691
|
$
|
5,445
|
$
|
68,833
|
$
|
—
|
$
|
300,969
|
·
|
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.
|
|
(a)
(1) Financial Statements —
|
|
Consolidated
Statement of Income for fiscal years 2007, 2008 and
2009.
|
|
Consolidated
Balance Sheet as of March 31, 2008 and
2009.
|
|
Consolidated
Statement of Cash Flows for fiscal years 2007, 2008 and
2009.
|
|
Consolidated
Statement of Stockholders’ Investment for fiscal years 2007, 2008 and
2009.
|
|
Notes
to Consolidated Financial
Statements.
|
|
(a)
(2) Financial Statement
Schedules
|
|
(a)
(3) Exhibits
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration
or File Number
|
Form
or Report
|
Date
|
Exhibit
Number
|
|
(3)
|
Articles
of Incorporation and By-law.
|
||||
(1)Restated
Certificate of Incorporation of the Company dated August 2,
2007.
|
001-31617
|
10-Q
|
August
2, 2007
|
3.1
|
|
(2)Amended
and Restated By-laws of the Company.
|
001-31617
|
10-Q
|
January
12, 2006
|
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)
|
Instruments
defining the rights of security holders, including
indentures.
|
||||
(1)Registration
Rights Agreement dated December 19, 1996, between the Company and
Caledonia Industrial & Services Limited.
|
0-5232
|
10-Q
|
February
14, 1997
|
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
|
August
5, 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
|
|
(14)Senior
Indenture, dated as of June 17, 2008, among the Company, the Subsidiary
Guarantors named therein, and U.S. Bank National Association, as
Trustee.
|
001-31617
|
8-K
|
June
17, 2008
|
4.1
|
|
(15)First
Supplemental Indenture, dated as of June 17, 2008, among the Company, the
Subsidiary Guarantors named therein, and U.S. Bank National Association,
as Trustee.
|
001-31617
|
8-K
|
June
17, 2008
|
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
23, 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
|
June
29, 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
23, 2002
|
4.12
|
|
(10) Offshore
Logistics, Inc. Deferred Compensation Plan. *
|
001-31617
|
10-K
|
June
8, 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
|
November
4, 2004
|
10(1)
|
|
(13) Employment
Agreement with Richard Burman dated October 15, 2004. *
|
001-31617
|
10-K
|
December
16, 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
|
December
16, 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
|
January
12, 2006
|
10(1)
|
|
(16) Amendment
Number 1 to Sikorsky Agreement dated February 14, 2003. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(2)
|
|
(17) Amendment
Number 2 to Sikorsky Agreement dated April 1, 2003. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(3)
|
|
(18) Amendment
Number 3 to Sikorsky Agreement dated January 22, 2004. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(4)
|
|
(19) Amendment
Number 4 to Sikorsky Agreement dated March 5, 2004. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(5)
|
|
(20) Amendment
Number 5 to Sikorsky Agreement dated July 13, 2004. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(6)
|
|
(21) Amendment
Number 6 to Sikorsky Agreement dated October 11, 2004. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(7)
|
|
(22) Amendment
Number 7 to Sikorsky Agreement dated January 5, 2005. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(8)
|
|
(23) Amendment
Number 8 to Sikorsky Agreement dated May 5, 2005. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(9)
|
|
(24) Amendment
Number 9 to Sikorsky Agreement dated June 14, 2005. +
|
001-31617
|
10-Q
|
January
12, 2006
|
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
3, 2006
|
10(2)
|
|
(27) Form
of Restricted Stock Agreement. *
|
001-31617
|
8-K/A
|
February
3, 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
|
February
9, 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.
|
001-31617
|
10-K
|
May
21, 2008
|
10.54
|
|
(55) Second
Amendment to Letter of Credit Facility Agreement, dated as of November 6,
2007.
|
001-31617
|
10-K
|
May
21, 2008
|
10.55
|
|
(56) Retirement
Agreement dated January 17, 2008 by and between the Company 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 the Company
and William E. Chiles.*
|
001-31617
|
8-K
|
March
13, 2008
|
10.1
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration
or File Number
|
Form
or Report
|
Date
|
Exhibit
Number
|
|
(58) Amendment
to Employment Agreement dated March 10, 2008 by and between the Company
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 the Company
and Mark B. Duncan. *
|
001-31617
|
8-K
|
March
13, 2008
|
10.3
|
|
(60) Form
of Employee Non-Qualified Stock Option Award Letter under the Bristow
Group Inc. 2007 Long Term Incentive Plan. *
|
001-31617
|
8-K
|
June
6, 2008
|
10.1
|
|
(61) Form
of Employee Restricted Stock Award Letter under the Bristow Group Inc.
2007 Long Term Incentive Plan. *
|
001-31617
|
8-K
|
June
6, 2008
|
10.2
|
|
(62) Form
of Employee Performance Cash Award Letter under the Bristow Group Inc.
2007 Long Term Incentive Plan. *
|
001-31617
|
8-K
|
June
6, 2008
|
10.3
|
|
(63) Bristow
Group Inc. FY 2009 Annual Incentive Compensation Plan – Plan Provisions.
*
|
001-31617
|
8-K
|
June
6, 2008
|
10.4
|
|
(64) Common
Stock Purchase Agreement.
|
001-31617
|
8-K
|
June
17, 2008
|
10.1
|
|
(65) Third
Amendment to Revolving Credit Agreement.
|
001-31617
|
8-K
|
June
17, 2008
|
10.2
|
|
(66) Third
Amendment to Letter of Credit Facility Agreement.
|
001-31617
|
8-K
|
June
17, 2008
|
10.3
|
|
(67) Form
of Outside Director Restricted Stock Unit Award Letter under the Bristow
Group Inc. 2007 Long Term Incentive Plan. *
|
001-31617
|
8-K
|
August
8, 2008
|
10.1
|
|
(68) Amendment
to Form of Aircraft Lease agreement between CFS Air, LLC and Air
Logistics, L.L.C.
|
001-31617
|
10-Q
|
November
5, 2008
|
10.2
|
|
(69) 2009
Amendment to Employment Agreement of Mr. Richard Burman. *
|
001-31617
|
8-K
|
February
3, 2009
|
10.1
|
|
Subsidiaries.
|
|||||
(23)†
|
Consent
of Independent Registered Public Accounting Firm.
|
||||
Powers
of Attorney.
|
|||||
Certification
of Chief Executive Officer.
|
|||||
Certification
of 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.
|
/s/
William E. Chiles
|
President,
Chief Executive Officer
|
William
E. Chiles
|
and
Director
|
/s/
Elizabeth D. Brumley
|
Vice
President - Finance and
|
Elizabeth
D. Brumley
|
Acting
Chief Financial Officer
|
/s/
Brian J. Allman
|
Chief
Accounting Officer and
|
Brian
J. Allman
|
Corporate
Controller
|
*
|
Director
|
Thomas
N. Amonett
|
|
*
|
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
|
|
*
|
Director
|
William
P. Wyatt
|
|
/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-law.
|
||||
(1)Restated
Certificate of Incorporation of the Company dated August 2,
2007.
|
001-31617
|
10-Q
|
August
2, 2007
|
3.1
|
|
(2)Amended
and Restated By-laws of the Company.
|
001-31617
|
10-Q
|
January
12, 2006
|
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)
|
Instruments
defining the rights of security holders, including
indentures.
|
||||
(1)Registration
Rights Agreement dated December 19, 1996, between the Company and
Caledonia Industrial & Services Limited.
|
0-5232
|
10-Q
|
February
14, 1997
|
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
|
August
5, 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
|
|
(14)Senior
Indenture, dated as of June 17, 2008, among the Company, the Subsidiary
Guarantors named therein, and U.S. Bank National Association, as
Trustee.
|
001-31617
|
8-K
|
June
17, 2008
|
4.1
|
|
(15)First
Supplemental Indenture, dated as of June 17, 2008, among the Company, the
Subsidiary Guarantors named therein, and U.S. Bank National Association,
as Trustee.
|
001-31617
|
8-K
|
June
17, 2008
|
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
23, 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
|
June
29, 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
23, 2002
|
4.12
|
|
(10) Offshore
Logistics, Inc. Deferred Compensation Plan. *
|
001-31617
|
10-K
|
June
8, 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
|
November
4, 2004
|
10(1)
|
|
(13) Employment
Agreement with Richard Burman dated October 15, 2004. *
|
001-31617
|
10-K
|
December
16, 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
|
December
16, 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
|
January
12, 2006
|
10(1)
|
|
(16) Amendment
Number 1 to Sikorsky Agreement dated February 14, 2003. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(2)
|
|
(17) Amendment
Number 2 to Sikorsky Agreement dated April 1, 2003. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(3)
|
|
(18) Amendment
Number 3 to Sikorsky Agreement dated January 22, 2004. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(4)
|
|
(19) Amendment
Number 4 to Sikorsky Agreement dated March 5, 2004. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(5)
|
|
(20) Amendment
Number 5 to Sikorsky Agreement dated July 13, 2004. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(6)
|
|
(21) Amendment
Number 6 to Sikorsky Agreement dated October 11, 2004. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(7)
|
|
(22) Amendment
Number 7 to Sikorsky Agreement dated January 5, 2005. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(8)
|
|
(23) Amendment
Number 8 to Sikorsky Agreement dated May 5, 2005. +
|
001-31617
|
10-Q
|
January
12, 2006
|
10(9)
|
|
(24) Amendment
Number 9 to Sikorsky Agreement dated June 14, 2005. +
|
001-31617
|
10-Q
|
January
12, 2006
|
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
3, 2006
|
10(2)
|
|
(27) Form
of Restricted Stock Agreement. *
|
001-31617
|
8-K/A
|
February
3, 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
|
February
9, 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.
|
001-31617
|
10-K
|
May
21, 2008
|
10.54
|
|
(55) Second
Amendment to Letter of Credit Facility Agreement, dated as of November 6,
2007.
|
001-31617
|
10-K
|
May
21, 2008
|
10.55
|
|
(56) Retirement
Agreement dated January 17, 2008 by and between the Company 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 the Company
and William E. Chiles.*
|
001-31617
|
8-K
|
March
13, 2008
|
10.1
|
Incorporated
by Reference to
|
|||||
Exhibits
|
Registration
or File Number
|
Form
or Report
|
Date
|
Exhibit
Number
|
|
(58) Amendment
to Employment Agreement dated March 10, 2008 by and between the Company
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 the Company
and Mark B. Duncan. *
|
001-31617
|
8-K
|
March
13, 2008
|
10.3
|
|
(60) Form
of Employee Non-Qualified Stock Option Award Letter under the Bristow
Group Inc. 2007 Long Term Incentive Plan. *
|
001-31617
|
8-K
|
June
6, 2008
|
10.1
|
|
(61) Form
of Employee Restricted Stock Award Letter under the Bristow Group Inc.
2007 Long Term Incentive Plan. *
|
001-31617
|
8-K
|
June
6, 2008
|
10.2
|
|
(62) Form
of Employee Performance Cash Award Letter under the Bristow Group Inc.
2007 Long Term Incentive Plan. *
|
001-31617
|
8-K
|
June
6, 2008
|
10.3
|
|
(63) Bristow
Group Inc. FY 2009 Annual Incentive Compensation Plan – Plan Provisions.
*
|
001-31617
|
8-K
|
June
6, 2008
|
10.4
|
|
(64) Common
Stock Purchase Agreement.
|
001-31617
|
8-K
|
June
17, 2008
|
10.1
|
|
(65) Third
Amendment to Revolving Credit Agreement.
|
001-31617
|
8-K
|
June
17, 2008
|
10.2
|
|
(66) Third
Amendment to Letter of Credit Facility Agreement.
|
001-31617
|
8-K
|
June
17, 2008
|
10.3
|
|
(67) Form
of Outside Director Restricted Stock Unit Award Letter under the Bristow
Group Inc. 2007 Long Term Incentive Plan. *
|
001-31617
|
8-K
|
August
8, 2008
|
10.1
|
|
(68) Amendment
to Form of Aircraft Lease agreement between CFS Air, LLC and Air
Logistics, L.L.C.
|
001-31617
|
10-Q
|
November
5, 2008
|
10.2
|
|
(69) 2009
Amendment to Employment Agreement of Mr. Richard Burman. *
|
001-31617
|
8-K
|
February
3, 2009
|
10.1
|
|
(21)†
|
Subsidiaries.
|
||||
(23)†
|
Consent
of Independent Registered Public Accounting Firm.
|
||||
(24)†
|
Powers
of Attorney.
|
||||
(31.1)†
|
Certification
of Chief Executive Officer.
|
||||
(31.2)†
|
Certification
of 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.
|