form11k-062708.htm

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 
Form 11-K


þ
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended December 31, 2007
   
 
OR
   
o
TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________to______________
 

 
 
Commission File Number 001-31617
 
 

 
A.
  
Full title of the plan and the address of the plan, if different from that of the issuer named below:

BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN

 
B.
  
 
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Bristow Group Inc.
2000 W.  Sam Houston Pkwy. S.,
Suite 1700
Houston, Texas  77042


 
 
 

                                  














BRISTOW GROUP INC. EMPLOYEE SAVINGS
AND RETIREMENT PLAN


FINANCIAL STATEMENTS


DECEMBER 31, 2007 AND 2006

 
 
 

BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006



CONTENTS

 
Page
   
Report of Independent Registered Accounting Firm                                                                                                                            
2
   
Statements of Net Assets Available for Benefits                                                                                                                            
3
   
Statement of Changes in Net Assets Available for Benefits                                                                                                                            
4
   
Notes to Financial Statements                                                                                                                            
5 - 8
   
Supplemental Schedules
  
   
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)                                                                                                                            
9
   
Schedule H, Line 4j – Schedule of Reportable Transactions                                                                                                                            
10


All other schedules required by the Employee Retirement Income Security Act of 1974 are not applicable and have been omitted.

 
 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Plan Administrator of the
 Bristow Group Inc. Employee Savings and Retirement Plan
Houston, Texas


We have audited the accompanying statements of net assets available for benefits of Bristow Group Inc. Employee Savings and Retirement Plan as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statement referred to above present fairly, in all material respects, the net assets available for benefits of Bristow Group Inc. Employee Savings and Retirement Plan as of December 31, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule of assets (held at year end) and schedule of reportable transactions are presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Security Act of 1974.  The supplemental schedules are the responsibility of the Plan’s management.  The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.


/s/ UHY LLP
Houston, Texas
June 30, 2008

 
2
 

BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


   
December 31,
  
   
2007
  
2006
  
ASSETS
 
INVESTMENTS, at fair market value
              
 
Mutual funds                                                                                                   
  
$
70,528,427
  
$
64,195,764
  
 
Equity funds                                                                                                   
    
8,852,128
    
6,288,027
  
 
Common/collective trust                                                                                                   
    
23,595,003
    
23,403,378
  
 
Participant loans                                                                                                   
    
3,158,282
    
2,695,925
  
 
TOTAL INVESTMENTS                                                                                             
    
106,133,840
    
96,583,094
  
               
RECEIVABLES
              
 
Participant contributions                                                                                                   
    
192,190
    
177,206
  
 
Employer contributions                                                                                                   
    
2,127,210
    
2,050,186
  
 
TOTAL RECEIVABLES                                                                                             
    
2,319,400
    
2,227,392
  
                 
NET ASSETS AVAILABLE FOR BENEFITS                                                                                                        
  
$
108,453,240
  
$
98,810,486
  






























See notes to financial statements.

 
3
 

BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2007



ADDITIONS TO NET ASSETS
 
INVESTMENT INCOME
        
 
Net appreciation in fair value of investments                                                                                                     
  
$
4,673,508
  
 
Interest from common/collective trusts                                                                                                     
    
4,656,764
  
 
Interest from participant loans                                                                                                     
    
214,407
  
 
TOTAL INVESTMENT INCOME                                                                                                 
    
9,544,679
  
         
CONTRIBUTIONS
        
 
Participant                                                                                                     
    
6,395,800
  
 
Employer                                                                                                     
    
3,749,894
  
 
TOTAL CONTRIBUTIONS
    
10,145,694
  
           
TOTAL ADDITIONS TO NET ASSETS                                                                                                           
    
19,690,373
  
           
DEDUCTIONS FROM NET ASSETS
        
 
Benefits paid to participants                                                                                                     
    
10,035,634
  
 
Administrative expenses
    
11,985
  
 
TOTAL DEDUCTIONS FROM NET ASSETS                                                                                                 
    
10,047,619
  
         
NET INCREASE                                                                                                           
    
9,642,754
  
           
NET ASSETS AVAILABLE FOR BENEFITS
        
         
 
Beginning of year                                                                                                     
    
98,810,486
  
           
 
End of year                                                                                                     
  
$
108,453,240
  





















See notes to financial statements.

 
4
 

BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006



NOTE A – DESCRIPTION OF PLAN

The following description of the Bristow Group Inc. Employee Savings and Retirement Plan (the “Plan”) provides only general information.  Participants should refer to the Plan agreement for a more comprehensive description of the Plan’s provisions.

General:  The Plan is sponsored by Bristow Group Inc. (the “Company” or “Employer”) with the following participating companies:  Bristow Group Inc., Air Logistics of Alaska, Inc., Air Logistics LLC and Airlog International, Inc.

The Plan is a defined contribution plan covering employees who either (i) are employed in the United States, (ii) are U.S. citizens employed outside the United States or (iii) are non-resident aliens employed in a management position.  Employees become eligible to participate in the Plan immediately upon hire.  The Plan has an income deferral program under Section 401(k) of the Internal Revenue Code and is subject to the provisions of the Employee Retirement Income Security Act or 1974 (“ERISA”) and subsequent related amendment and revisions.

Administration of the Plan:  The trustee and recordkeeper for the Plan was Vanguard Fiduciary Trust Company (“Vanguard”) for the years ended December 31, 2007 and 2006.

Contributions:  Eligible participants may elect to defer a certain percentage or dollar amount of their eligible compensation, on a pre-tax or after-tax basis, which is subject to limits imposed by the Internal Revenue Code.

The Company will contribute a matching contribution (the “Employer Matching Contribution”) equal to each participant’s contributions up to the first three percent (3%) of the participant’s eligible annual compensation after completion of six months of eligible service, as defined in the Plan agreement.

The Company currently makes an additional contribution (the “Employer Mandatory Contribution”) for all employees who are employed by the Company at the end of the Plan year.  The Employer Mandatory Contribution is equal to three percent (3%) of the employee’s eligible annual compensation as defined in the Plan agreement and is made with respect to all eligible employees.

Rollover Contributions:  Generally, if a participant receives a distribution from another qualified plan, as defined in the Internal Revenue Code of 1986, as amended, the participant can deposit or rollover those funds into the Plan.

Vesting:  Participants are immediately vested in their contributions and the earnings thereon.  Eligible participants are immediately vested in the Employer Mandatory Contribution made by the Company at the end of the Plan year.  After two years of active service, the Employer Matching Contribution plus the earnings thereon, become twenty percent (20%) vested.  An additional twenty percent (20%) vests for each year of active service thereafter.  Upon completion of six years of active service, the employee is fully vested.  Air Logistics of Alaska, Inc.’s employees become one hundred percent (100%) vested in the Employer Matching Contributions plus the earnings thereon, after two years of active service.


 
5
 

BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006



NOTE A – DESCRIPTION OF PLAN (Continued)

Participant Loans:  Participants are allowed to borrow up to the lesser of $50,000 or 50% of their vested balance.  Interest is charged at the prevailing rate at the time the loan is made, with scheduled repayments to be made through salary deferrals.  The loans are typically repaid over a period no longer than five years; however, primary residence loans may be repaid up to a period of 30 years.

Forfeitures:  The Plan allows for forfeitures of non-vested matching contributions to be used to offset employer contributions rather than be allocated to participants.  At December 31, 2007, total unallocated forfeitures were $27,109.  During the year ended December 31, 2007, $73,794 of forfeitures were used to offset employer contributions.

Fees and Expenses:  Fees and expenses incurred in the administration of the Plan, to the extent not paid by the Employer, are charged to and paid from the Plan’s assets.  Terminated employees are charged annual maintenance fees.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statements:  The financial statements of the Plan are prepared on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates:  The preparation of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator to make estimates and assumptions that affect the reported amounts and disclosures.  Accordingly, actual results may differ from those estimates.

Investment Valuation and Income Recognition:  All investments are held by the trustee which provides for self-directed investment programs for individual participants.

Mutual funds are stated at market value based upon quoted market prices as reported by the Plan’s trustee.  The fair value of participant units owned by the Plan in common/collective trusts is based on the quoted redemption value on the last business day of the Plan’s year end.  Equity funds are valued at year-end unit closing prices.  Investments are generally subject to the volatility of the major stock markets in which the underlying investments are held.  The change in the current value of investments (including investments bought and sold) during the year are reflected in the statement of changes in net assets available for benefits as net appreciation in fair value of investments.  Participant loans are valued at cost which approximates fair value.

Payment of Benefits:  Upon termination of service or upon eligibility of benefits, a participant may elect to receive a lump sum amount equal to the value of the participant’s vested interest in their account.

 
6
 

BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006



NOTE C – INVESTMENTS

The following table presents the fair value of all investments representing approximately 5% of more of net assets available for benefits:
 
December 31,
  
 
2007
  
2006
  
Vanguard 500 Index Fund Investor Shares
$
26,329,930
  
$
28,148,740
  
Vanguard U.S. Growth Fund
  
—
    
5,325,829
  
Vanguard International Growth Fund
  
7,216,771
    
6,134,210
  
Vanguard Wellington Fund Investor Shares
  
10,779,409
    
9,838,781
  
Vanguard Retirement Savings Trust
  
23,595,003
    
23,403,378
  
Vanguard Morgan Growth Fund Investor Shares
  
5,538,115
    
—
  
Bristow Group Inc. Stock
  
8,852,128
    
6,288,027
  
Other investments under 5%
  
23,822,484
    
17,444,129
  
TOTAL INVESTMENTS
$
106,133,840
  
$
96,583,094
  


During the year ended December 31, 2007, the Plan’s investments appreciated (including gains and losses on investments bought and sold as well as held during the year) in values as follows:

Mutual Funds
$
1,164,918
  
Equity Funds
  
3,508,590
  
Total net appreciation
$
4,673,508
  

NOTE D – PLAN TERMINATION

Although the Company has not expressed any interest to do so, the Company has the right to terminate the Plan at any time, subject to the provisions of ERISA.  In the event of the Plan termination, participants will become fully vested in their account balances.

NOTE E – FEDERAL INCOME TAX STATUS

The plan has received a favorable determination letter from the Internal Revenue Service dated July 24, 2002 which states that the Plan and the related trust are qualified under Section 401(a) of the Internal Revenue Code.  The Plan has since been amended; however, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.  Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 
7
 

BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006




NOTE F – PARTIES-IN-INTEREST

The Plan invests in various investments managed by Vanguard.  Vanguard is the Plan’s investment trustee as defined in the Plan Agreement, and therefore certain transactions qualify as party-in-interest.

NOTE G – SUBSEQUENT EVENT

Effective January 1, 2008, the Plan was amended related to (a) reduce the vesting period from six to four years for the Employer Matching Contributions and (b) eliminate the last day of the year employment requirement on the Employer Mandatory Contributions, thereby allowing the Plan to qualify under the Internal Revenue Service safe harbor provision.



 
8
 

SUPPLEMENTAL SCHEDULES

 
 
 

BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN
Plan EIN 37-1478877
SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
Plan Number 001
DECEMBER 31, 2007

(a)
(b)
  
(c)
  
(d)
    
(e)
   
Identity of Issue,
Borrower, Lessor, or
Similar Party
  
Description of Investment
Including Maturity Date, Rate
Of Interest, Collateral, Par or
Maturity Value
  
Cost
    
Current
Value
*
Vanguard Fiduciary
Trust Company
Vanguard 500 Index Fund
Investor Shares
^
$
26,329,933
*
"
Vanguard Explorer Fund
^
  
1,969,555
*
"
Vanguard Extended Market Index
Fund Investor Shares
^
  
1,647,377
*
"
Vanguard International Growth Fund
^
  
7,216,771
*
"
Vanguard International Value Fund
^
  
1,581,988
*
"
Vanguard Target Retirement
2005 Fund
^
  
104,547
*
"
Vanguard Target Retirement
2010 Fund
^
  
130,880
*
"
Vanguard Target Retirement
2015 Fund
^
  
3,725,934
*
"
Vanguard Target Retirement
2020 Fund
^
  
546,112
*
"
Vanguard Target Retirement
2025 Fund
^
  
1,050,016
*
"
Vanguard Target Retirement
2030 Fund
^
  
187,796
*
"
Vanguard Target Retirement
2035 Fund
^
  
1,183,398
*
"
Vanguard Target Retirement
2040 Fund
^
  
93,896
*
"
Vanguard Target Retirement
2045 Fund
^
  
575,885
*
"
Vanguard Target Retirement
2050 Fund
^
  
69,333
*
"
Vanguard Target Retirement
Income Fund
^
  
634,613
*
"
Vanguard Total Bond Market
Index Fund
^
  
2,993,925
*
"
Vanguard Morgan Growth Fund Investor
Shares
^
  
5,538,115
*
"
Vanguard Wellington Fund
Investor Shares
^
  
10,779,409
*
"
Vanguard Windsor II Fund
Investor Shares
^
  
4,168,944
*
"
Vanguard Retirement Savings
Trust
^
  
23,595,003
            *
Bristow Group Inc.
Bristow Group Inc. Stock
^
  
8,852,128
 
Participant loans
5% - 9.25%, maturing at various dates
—
  
3,158,282
 
TOTAL INVESTMENTS
    
$
106,133,840
*  Party-in-Interest
^  Not applicable as permitted by Department of Labor for participant-directed individual account plans.
 
See report of independent registered public accounting firm.
 

 
9
 


 
BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN
Plan EIN 37-1478877
SCHEDULE H, LINE 4i – SCHEDULE OF REPORTABLE TRANSACTIONS
Plan Number 001
DECEMBER 31, 2007

(a)
Identity
of Party Involved
  
(b)
Description of Asset
  
(c)
Purchase Price
    
(d)
Selling Price
    
(f)
Expense Incurred
    
(g)
Cost of Asset
    
(h)
Current Value of Asset
    
(i)
Net Gain (Loss)
Vanguard
  
Vanguard 500 Index Fund Investors Shares
$
4,659,623
  
$
—
  
$
—
  
$
—
  
$
4,659,623
  
$
—
"
  
Vanguard 500 Index Fund Investors Shares
  
—
    
7,501,504
    
—
    
5,725,539
    
7,501,504
    
1,775,965
"
  
Vanguard International Growth Fund
  
3,012,360
    
—
    
—
    
—
    
3,012,360
    
—
"
  
Vanguard International Growth Fund
  
—
    
2,127,524
    
—
    
1,838,273
    
2,127,524
    
289,251
"
  
Vanguard Morgan Growth Fund Investor Shares
  
6,589,023
    
—
    
—
    
—
    
6,589,023
    
—
"
  
Vanguard Morgan Growth Fund Investor Shares
  
—
    
1,102,907
    
—
    
1,057,706
    
1,102,907
    
45,201
"
  
Vanguard Wellington Fund Investor Shares
  
3,361,909
    
—
    
—
    
—
    
3,361,909
    
—
"
  
Vanguard Wellington Fund Investor Shares
  
—
    
2,480,980
    
—
    
2,227,044
    
2,480,980
    
253,936
"
  
Vanguard Windsor II Fund Investor Shares
  
2,800,780
    
—
    
—
    
—
    
2,800,780
    
—
"
  
Vanguard Windsor II Fund Investor Shares
  
—
    
2,280,798
    
—
    
2,149,956
    
2,280,798
    
130,842
"
  
Vanguard Retirement Savings Trust
  
13,236,626
    
—
    
—
    
—
    
13,236,626
    
—
"
  
Vanguard Retirement Savings Trust
  
—
    
13,046,923
    
—
    
13,046,923
    
13,046,923
    
—
"
  
Bristow Group Inc. Stock
  
3,522,405
    
—
    
—
    
—
    
3,522,405
    
—
"
  
Bristow Group Inc. Stock
  
—
    
4,466,853
    
—
    
3,088,369
    
4,466,853
    
1,378,484

 
Item (e) not applicable.
 
Transactions or series of transactions in excess of 5% of the current value of the Plan’s assets as of the beginning of the Plan year as defined in 29CFR 2520.103-6 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA.
 

 
See report of independent registered public accounting firm.
 

 

 

 
10
 


 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
BRISTOW GROUP INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN

   
 
 
Date:
June 30, 2008
By: Bristow Group Inc., as Trustee to the Plan

 
 
By:  /s/ Elizabeth D. Brumley

 
Elizabeth D. Brumley
Vice President and Chief Accounting Officer
 

 
 

EXHIBIT INDEX


Exhibit Number
Description
   
   
23.1
Consent of Independent Registered Public Accounting Firm