Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 6, 2020

Bristow Group Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
1-35701
 
72-1455213
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

3151 Briarpark Drive, Suite 700,
Houston,
Texas
 
77042
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code
 
(713)
267-7600

Era Group Inc.
945 Bunker Hill Rd., Suite 650,
Houston,
Texas
77024
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock
VTOL
NYSE






Item 2.02 Results of Operations and Financial Condition

On August 6, 2020, Bristow Group Inc. (“Bristow Group”) issued a press release setting forth its first quarter fiscal year 2021 financial results. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure
On August 7, 2020, Bristow Group will make a presentation about its first quarter fiscal year 2021 earnings as noted in the press release described in Item 2.02 above. A copy of the presentation slides are attached hereto as Exhibit 99.2. Additionally, Bristow Group has posted the presentation on its website at www.bristowgroup.com. The information furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits






























SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
Bristow Group Inc.
  
 
 
 
 
August 6, 2020
 
By:
 
/s/ Jennifer D. Whalen
 
 
 
 
 
 
 
 
 
Name: Jennifer D. Whalen
 
 
 
 
Title: Senior Vice President, Chief Financial Officer





























Exhibit Index



Exhibit


Exhibit 99.1
PRESS RELEASE

BRISTOW GROUP REPORTS
FIRST QUARTER FISCAL YEAR 2021 RESULTS

Houston, Texas
August 6, 2020
FOR IMMEDIATE RELEASE — Bristow Group Inc. (NYSE: VTOL) today reported net income attributable to the Company of $71.5 million, or $5.16 per diluted share, for its first quarter ended June 30, 2020 (“current quarter”) on operating revenues of $261.5 million compared to net income attributable to the Company of $291.7 million, or a loss of $1.26 per diluted share, for the quarter ended March 31, 2020 (“preceding quarter”) on operating revenues of $274.4 million. The net income in the preceding quarter resulted in a net loss per diluted share due to the dilutive effect of preferred stock; the preferred stock was eliminated upon closing of the Merger.
After the closing of the business combination between Bristow Group Inc. and Era Group Inc. (the "Merger") on June 11, 2020, the current quarter includes 19 days of operating results from legacy Era Group Inc. The preceding quarter and prior periods only include operating results of legacy Bristow Group Inc.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $97.0 million in the current quarter compared to $310.1 million in the preceding quarter. EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $46.0 million in the current quarter compared to $21.5 million in the preceding quarter. The following table provides a bridge between EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding gains or losses on asset dispositions. See Reconciliation of Non-GAAP Metrics for a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA.
 
 
Three Months Ended,
 
 
June 30, 2020
 
March 31, 2020
EBITDA
 
$
96,974

 
$
310,103

Special items:
 
 
 
 
Loss on impairment
 
$
19,233

 
$
9,591

Merger-related costs
 
17,420

 
6,012

PBH intangible amortization
 
5,136

 
5,478

Organizational restructuring costs
 
3,011

 
7,437

Early extinguishment of debt fees
 
615

 

Change in fair value of preferred stock derivative liability
 
(15,416
)
 
(317,455
)
Bargain purchase gain
 
(75,433
)
 

 
 
$
(45,434
)
 
$
(288,937
)
Adjusted EBITDA
 
$
51,540

 
$
21,166

(Gains) losses on asset dispositions, net
 
(5,522
)
 
297

Adjusted EBITDA excluding asset dispositions
 
$
46,018

 
$
21,463

"I thank and commend the entire Bristow team for their focus and dedication to successfully close the merger during these unprecedented times, all while continuing to deliver safe, reliable and uninterrupted service to our valued customers," said Chris Bradshaw, President and Chief Executive Officer of Bristow. "While the outlook for the offshore oil and gas industry appears challenging for the foreseeable future, the timing of the merger presents opportunities to create value by realizing cost synergies and operational efficiencies, supporting continued positive cash flow generation for the Company."
Sequential Quarter Results
Operating revenues in the current quarter were $12.9 million lower compared to the preceding quarter. Operating revenues from fixed wing services were $7.8 million lower primarily due to lower utilization related to COVID-19. Operating revenues from oil and gas services were $4.5 million lower primarily due to lower utilization in our Africa

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region, partially offset by an increase in revenues in our Americas region due to the Merger and an increase in utilization in our Europe Caspian region due to the commencement of short-term contracts. Operating revenues from U.K. SAR services were $1.1 million lower in the current quarter primarily due to fewer flight hours.
Operating expenses were $21.5 million lower in the current quarter primarily due to lower personnel, fuel, maintenance and other operating expenses related to the decrease in activity discussed above, partially offset by an increase in lease and insurance costs.
General and administrative expenses were $7.2 million higher in the current quarter primarily due to professional services fees and severance costs related to the Merger in the current quarter, partially offset by professional services fees related to fresh-start accounting in the preceding quarter.
During the current quarter and preceding quarter, the Company recognized losses on the impairment of its investment in Líder Táxi Aéreo S.A. (“Líder”) of $18.7 million and $9.6 million, respectively.
During the current quarter, the Company sold one heavy helicopter resulting in gains of $5.5 million. There were no significant asset dispositions in the preceding quarter.
During the current quarter, the Company recognized losses of $2.0 million from its equity investments compared to gains of $5.8 million in the preceding quarter. The increased losses in the current quarter were primarily due to the Company's investment in Líder and the absence of a dividend from a cost-based investment which was received in the preceding quarter.
Reorganization items incurred in the preceding quarter related to the Company's voluntary filing for relief under Chapter 11 of the U.S. Bankruptcy Code ("Chapter 11 Cases") and primarily consisted of professional fees and trustee fees.
During the current quarter and preceding quarter, the Company recognized benefits of $15.4 million and $317.5 million, respectively, related to a decrease in the fair value of preferred stock derivative. The preferred stock was eliminated upon closing of the Merger.
During the current quarter, the Company recognized a bargain purchase gain of $75.4 million related to the Merger.
Benefit for income taxes was $7.8 million lower in the current quarter. Benefit for income taxes in the preceding quarter included changes in estimates in certain tax attributes as a result of the Chapter 11 Cases.
Calendar Quarter Results
Operating revenues in the current quarter were $55.1 million lower compared to the quarter ended June 30, 2019 (“prior year quarter”).
Operating revenues from oil and gas services were $28.3 million lower. Operating revenues in our Africa region were $12.8 million lower primarily due to lower utilization. Operating revenues in our Asia Pacific region were $11.4 million lower primarily due to the absence of revenues from a business that was sold in the prior year quarter and lower utilization in the current quarter. Operating revenues in our Europe Caspian region were $6.2 million lower primarily due to lower utilization and the weakening of the Norwegian krone and British pound sterling relative to the U.S. dollar. These decreases were partially offset by a $2.1 million increase in operating revenues in our Americas region primarily due to the Merger.
Operating revenues from fixed wing services were $23.8 million lower in the current quarter primarily due to the absence of revenues from Eastern Airways, which was sold during the prior year quarter, and lower utilization in existing fixed wing services primarily related to the impact of COVID-19.
Operating revenues from U.K. SAR services were $3.5 million lower in the current quarter primarily due to fewer flight hours.
Operating expenses were $67.3 million lower in the current quarter. Lease costs were $20.5 million lower in the current quarter primarily due to aircraft lease rejections related to Chapter 11 during the prior year and the absence of $10.8 million in net lease return costs incurred in the prior year quarter. Personnel, fuel, maintenance and other operating expenses were lower primarily due to the decrease in activity discussed above and the absence of costs related to Eastern Airways.
In the prior year quarter, the Company incurred $13.5 million in professional services fees prior to the petition date related to the Chapter 11 Cases.
General and administrative expenses were $18.2 million higher in the current quarter primarily due to professional services fees and severance costs related to the Merger.

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Depreciation and amortization expense decreased by $15.0 million in the current quarter primarily due to the revaluation of assets in connection with the Company's adoption of fresh-start accounting.
The Company recognized a loss on the impairment of its investment in Lider of $18.7 million during the current quarter.
During the current quarter, the Company sold one heavy helicopter resulting in gains of $5.5 million. During the prior year quarter, the Company sold one medium helicopter, a fixed wing aircraft and other equipment resulting in losses of $3.8 million.
During the current quarter, the Company recognized losses of $2.0 million from its equity investments compared to gains of $2.3 million in the prior year quarter. The losses in the current quarter were primarily due to increased losses from the Company's investment in Lider, which was fully impaired during the quarter.
Interest expense was $14.2 million lower in the current quarter primarily due to lower debt balances.
Reorganization items incurred in the prior year quarter related to the Chapter 11 Cases and consisted of the write-off of debt discount, lease termination costs, professional services fees and the write-off of deferred financing costs.
During the prior year quarter, the Company sold two subsidiaries, Eastern Airways and Aviashelf, resulting in losses of $46.9 million and $9.5 million, respectively.
During the current quarter, the Company recognized a benefit of $15.4 million related to a decrease in the fair value of preferred stock derivative. The preferred stock was eliminated upon closing of the Merger.
During the current quarter, the Company recognized a bargain purchase gain of $75.4 million related to the Merger.
The Company’s effective tax rate was (4.8)% in the current quarter compared to 8.4% in the prior year quarter. The change in the Company’s effective tax rate primarily related to changes in the blend of earnings, releases of valuation allowances on the Company’s net operating losses and nondeductible professional fees related to the Merger.
Liquidity
As of June 30, 2020, the Company had $259.9 million of unrestricted cash and $38.8 million of remaining availability under its amended asset-backed revolving credit facility (the “ABL Facility”) for total liquidity of $298.7 million. Borrowings under the amended ABL Facility are subject to certain conditions and requirements.
Recent Developments
The Company initiated a partial dissolution process to exit its equity investment in Lider. As a result of this process, the Company will no longer be a shareholder of Líder as of August 30, 2020.  The amount payable to the Company for its equity interests will be governed by the partial dissolution process set forth under the Brazilian Constitution.
Conference Call
Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Friday, August 7, 2020, to review the results for the first quarter ended June 30, 2020. The conference call can be accessed as follows:
All callers will need to reference the access code 1268149.
Within the U.S.: Operator Assisted Toll-Free Dial-In Number: (800) 353-6461
Outside the U.S.: Operator Assisted International Dial-In Number: (334) 323-0501
Replay
A telephone replay will be available through August 21, 2020 by dialing 888-203-1112 and utilizing the access code above. An audio replay will also be available on the Company’s website at www.bristowgroup.com shortly after the call and will be accessible through August 21, 2020. The accompanying investor presentation will be available on August 7, 2020 on Bristow's website at www.bristowgroup.com.
For additional information concerning Bristow, contact Grant Newman at (713) 369-4692 or visit Bristow Group’s website at https://ir.bristowgroup.com/.

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About Bristow Group
Bristow Group Inc. is the leading global provider of innovative vertical flight solutions. Bristow primarily provides aviation services to a broad base of major integrated, national and independent offshore energy companies. Bristow provides commercial search and rescue (“SAR”) services in several countries and public sector SAR services in the United Kingdom (“U.K.”) on behalf of the Maritime & Coastguard Agency (“MCA”). Additionally, the Company also offers ad hoc helicopter and fixed wing transportation services. Bristow's customers charter its helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, Bristow's customers also charter its helicopters to transport time-sensitive equipment to these offshore locations.
Bristow's core business of providing aviation services to leading global oil and gas companies and public and private sector SAR services, as well as fixed wing transportation and ad hoc services, provides it with geographic and customer diversity which helps mitigate risks associated with a single market or customer. Bristow currently has customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K. and the U.S.
Forward-Looking Statements Disclosure
This press release contains “forward-looking statements.” Forward-looking statements give Bristow Group Inc.’s (the “Company”) current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or other similar words. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management’s current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company’s actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements.
Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: the COVID-19 pandemic and related economic repercussions have resulted, and may continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services; expected cost synergies and other benefits of the merger (the “Merger”) of the entity formerly known as Bristow Group Inc. (“Old Bristow”) and Era Group Inc.(“Era”) might not be realized within the expected time frames, might be less than projected or may not be realized at all; the ability to successfully integrate the operations, accounting and administrative functions of Era and Old Bristow; managing a significantly larger company than before the completion of the Merger; diversion of management time on issues related to integration of the companies; the increase in indebtedness as a result of the Merger; operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees and customers, may be greater than expected; our reliance on a limited number of customers and the reduction of our customer base as a result of bankruptcies or consolidation; risks inherent in operating helicopters; the Company’s ability to maintain an acceptable safety record and level of reliability; the impact of increased U.S. and foreign government regulation and legislation, including potential government implemented moratoriums on drilling activities; the impact of a grounding of all or a portion of the Company’s fleet for extended periods of time or indefinitely on the Company’s business, including its operations and ability to service customers, results of operations or financial condition and/or the market value of the affected helicopters; the Company’s ability to successfully expand into other geographic and aviation service markets; risks associated with political instability, governmental action, war, acts of terrorism and changes in the economic condition in any foreign country where the Company does business, which may result in expropriation, nationalization, confiscation or deprivation of the Company’s assets or result in claims of a force majeure situation; the impact of declines in the global economy and financial markets; the impact of fluctuations in foreign currency exchange rates on the Company’s asset values and cost to purchase helicopters, spare parts and related services; risks related to investing in new lines of aviation service without realizing the expected benefits; risks of engaging in competitive processes or expending significant resources for strategic opportunities, with no guaranty of recoupment; the Company’s reliance on a limited number of helicopter manufacturers and suppliers; the Company’s ongoing need to replace aging helicopters; the Company’s reliance on the secondary helicopter market to dispose of used helicopters and parts; information technology related risks; the impact of allocation of risk between the Company and its customers; the liability, legal fees and costs in connection with providing emergency response services; adverse weather conditions and seasonality; risks associated with the Company’s debt structure; the Company’s counterparty credit risk exposure; the impact of operational and financial difficulties of the Company’s joint ventures and partners

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and the risks associated with identifying and securing joint venture partners when needed; conflict with the other owners of the Company’s non-wholly owned subsidiaries and other equity investees; adverse results of legal proceedings; risks associated with significant increases in fuel costs; the Company’s ability to obtain insurance coverage and the adequacy and availability of such coverage; the possibility of labor problems; the attraction and retention of qualified personnel; restrictions on the amount of foreign ownership of the Company’s common stock; and various other matters and factors, many of which are beyond the Company’s control. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. We have included important factors in the section entitled “Risk Factors” in the Company’s joint proxy and consent solicitation statement/prospectus (File No. 333-237557), filed with the United States Securities and Exchange Commission (the “SEC”) on May 5, 2020 and the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020, which we believe over time, could cause our actual results, performance or achievements to differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. You should consider all risks and uncertainties disclosed in the Proxy Statement and in our filings with the SEC, all of which are accessible on the SEC’s website at www.sec.gov.

5



BRISTOW GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share amounts
 
 
Successor
 
 
Predecessor
 
 
Three Months Ended  June 30, 2020
 
Three Months Ended March 31, 2020
 
 
Three Months Ended  June 30, 2019
Revenue:
 
 
 
 
 
 
 
Operating revenue
 
$
261,508

 
$
274,403

 
 
$
316,576

Reimbursable revenue
 
8,685

 
10,436

 
 
16,600

Total revenues
 
270,193

 
284,839

 
 
333,176

 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
Operating
 
190,436

 
211,896

 
 
257,759

Reimbursable expense
 
8,648

 
9,976

 
 
16,134

Pre-petition restructuring charges

 

 

 
 
13,476

General and administrative
 
52,943

 
45,737

 
 
34,770

Depreciation and amortization
 
16,356

 
16,312

 
 
31,339

Total costs and expenses
 
268,383

 
283,921

 
 
353,478

 
 
 
 
 
 
 
 
Loss on impairment
 
(19,233
)
 
(9,591
)
 
 

Gain (loss) on asset dispositions
 
5,522

 
(297
)
 
 
(3,787
)
Earnings (losses) from unconsolidated affiliates, net
 
(1,978
)
 
5,763

 
 
2,347

Operating loss
 
(13,879
)
 
(3,207
)
 
 
(21,742
)
 
 
 
 
 
 
 
 
Interest income
 
262

 
460

 
 
387

Interest expense
 
(12,504
)
 
(13,290
)
 
 
(26,708
)
Reorganization items, net
 

 
(7,232
)
 
 
(76,356
)
Loss on sale of subsidiaries
 

 

 
 
(56,303
)
Change in fair value of preferred stock derivative liability
 
15,416

 
317,455

 
 

Bargain purchase gain
 
75,433

 

 
 

Other income (expense), net
 
3,386

 
(13,685
)
 
 
(3,873
)
Total other income
 
81,993

 
283,708

 
 
(162,853
)
Income before benefit for income taxes
 
68,114

 
280,501

 
 
(184,595
)
Benefit for income taxes
 
3,290

 
11,118

 
 
15,507

Net income
 
71,404

 
291,619

 
 
(169,088
)
Net loss attributable to noncontrolling interests
 
73

 
121

 
 
(158
)
Net income attributable to Bristow Group Inc.
 
$
71,477

 
$
291,740

 
 
$
(169,246
)
 
 
 
 
 
 
 
 
Basic earnings (loss) per common share
 
$
18.41

 
$
24.59

 
 
$
(4.71
)
Diluted earnings (loss) per common share
 
$
5.16

 
$
(1.26
)
 
 
$
(4.71
)
 
 
 
 
 
 
 
 
Weighted average common shares outstanding, basic
 
11,102,611

 
11,235,544

 
 
35,918,916

Weighted average common shares outstanding, diluted
 
38,988,528

 
20,451,896

 
 
35,918,916

 
 
 
 
 
 
 


EBITDA
 
$
96,974

 
$
310,103

 
 
$
(126,548
)
Adjusted EBITDA
 
$
51,540

 
$
21,166

 
 
$
32,047

Adjusted EBITDA excluding asset dispositions
 
$
46,018

 
$
21,463

 
 
$
35,834



6



BRISTOW GROUP INC.
REVENUES BY LINE OF SERVICE
(unaudited, in thousands)
 
 
Successor
 
 
Predecessor
 
 
Three Months Ended  June 30, 2020
 
Three Months Ended March 31, 2020
 
 
Three Months Ended  June 30, 2019
Oil and gas:
 
 
 
 
 
 
 
Europe Caspian
 
$
105,724

 
$
105,105

 
 
$
111,891

Americas
 
58,160

 
57,920

 
 
56,036

Africa
 
30,015

 
35,032

 
 
42,835

Asia Pacific
 
2,703

 
3,027

 
 
14,152

Total oil and gas
 
196,602

 
201,084

 
 
224,914

UK SAR Services
 
52,622

 
53,753

 
 
56,079

Fixed Wing Services
 
11,559

 
19,336

 
 
35,318

Other
 
725

 
230

 
 
265

 
 
$
261,508

 
$
274,403

 
 
$
316,576


FLIGHT HOURS BY LINE OF SERVICE
(unaudited)
 
 
Successor
 
 
Predecessor
 
 
Three Months Ended  June 30, 2020
 
Three Months Ended March 31, 2020
 
 
Three Months Ended  June 30, 2019
Oil and gas:
 
 
 
 
 
 
 
Europe Caspian
 
12,476

 
13,121

 
 
16,608

Americas
 
5,169

 
7,014

 
 
9,167

Africa
 
1,457

 
3,426

 
 
4,793

Asia Pacific
 
85

 
206

 
 
1,032

Total oil and gas
 
19,187

 
23,767

 
 
31,600

UK SAR Services
 
2,169

 
2,153

 
 
2,430

Fixed Wing Services
 
2,164

 
3,085

 
 
3,701

 
 
23,520

 
29,005

 
 
37,731



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BRISTOW GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

 
 
Successor
 
 
Predecessor
 
 
June 30, 2020
 
March 31, 2020
 
 
June 30, 2019
ASSETS
 
(unaudited)
 
 
 
 
(unaudited)
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
263,415

 
$
199,121

 
 
$
175,768

Accounts receivable
 
223,698

 
180,683

 
 
227,073

Inventories
 
110,086

 
82,419

 
 
114,997

Assets held for sale
 
33,523

 
32,401

 
 
1,675

Prepaid expenses and other current assets
 
30,366

 
29,527

 
 
42,803

Total current assets
 
661,088

 
524,151

 
 
562,316

Investment in unconsolidated affiliates
 
89,175

 
110,058

 
 
120,494

Property and equipment
 
1,099,107

 
901,314

 
 
2,669,172

Accumulated depreciation
 
(39,024
)
 
(24,560
)
 
 
(894,350
)
Net property and equipment
 
1,060,083

 
876,754

 
 
1,774,822

Right-of-use assets
 
297,072

 
305,962

 
 
187,961

Other assets
 
144,373

 
128,336

 
 
122,362

Total assets
 
$
2,251,791

 
$
1,945,261

 
 
$
2,767,955

 
 
 
 
 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
 
$
61,983

 
$
52,110

 
 
$
85,894

Accrued liabilities
 
232,702

 
200,129

 
 
222,153

Short-term borrowings and current maturities of long-term debt
 
63,541

 
45,739

 
 
892,092

Total current liabilities
 
358,226

 
297,978

 
 
1,200,139

Long-term debt, less current maturities
 
582,264

 
515,385

 
 
75,789

Preferred stock embedded derivative
 

 
286,182

 
 

Deferred taxes
 
48,800

 
22,775

 
 
84,075

Long-term operating lease liabilities
 
214,125

 
224,595

 
 
103,567

Deferred credits and other liabilities
 
19,196

 
22,345

 
 
30,552

Total liabilities not subject to compromise
 
1,222,611

 
1,369,260

 
 
1,494,122

Liabilities subject to compromise
 

 

 
 
617,991

Total liabilities
 
1,222,611

 
1,369,260

 
 
2,112,113

 
 
 
 
 
 
 
 
Mezzanine equity
 

 
149,785

 
 

 
 
 
 
 
 
 
 
Stockholders' investment
 
 
 
 
 
 
 
Common stock
 
303

 
1

 
 
386

Additional paid-in capital
 
680,987

 
295,897

 
 
862,844

Retained earnings
 
354,582

 
139,228

 
 
286,352

Accumulated other comprehensive income
 
(6,363
)
 
(8,641
)
 
 
(310,627
)
Treasury shares, at cost
 

 

 
 
(184,796
)
Total Bristow Group Inc. stockholders' investment
 
1,029,509

 
426,485

 
 
654,159

Noncontrolling interests
 
(329
)
 
$
(269
)
 
 
$
1,683

Total stockholders' investment
 
1,029,180

 
$
426,216

 
 
$
655,842

Total liabilities, mezzanine equity and stockholders' investment
 
$
2,251,791

 
$
1,945,261

 
 
$
2,767,955



8



Reconciliation of Non-GAAP Metrics
The Company’s management uses EBITDA and Adjusted EBITDA to assess the performance and operating results of its business. EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for certain special items that occurred during the reported period, as noted below. The Company includes EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of its operating performance. Neither EBITDA nor Adjusted EBITDA is a recognized term under generally accepted accounting principles in the U.S. (“GAAP”). Accordingly, they should not be used as an indicator of, or an alternative to, net income as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements, such as debt service requirements. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies.
The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (in thousands).
 
 
Successor
 
 
Predecessor
 
 
Three Months Ended  June 30, 2020
 
Three Months Ended March 31, 2020
 
 
Three Months Ended  June 30, 2019
Net income (loss)
 
$
71,404

 
$
291,619

 
 
$
(169,088
)
Depreciation and amortization
 
16,356

 
16,312

 
 
31,339

Interest expense
 
12,504

 
13,290

 
 
26,708

Income tax (benefit) expense
 
(3,290
)
 
(11,118
)
 
 
(15,507
)
EBITDA
 
$
96,974

 
$
310,103

 
 
$
(126,548
)
Special items (1)
 
(45,434
)
 
(288,937
)
 
 
158,595

Adjusted EBITDA
 
$
51,540

 
$
21,166

 
 
$
32,047

(Gains) losses on asset dispositions, net
 
(5,522
)
 
297

 
 
3,787

Adjusted EBITDA excluding asset dispositions
 
$
46,018

 
$
21,463

 
 
$
35,834

(1)Special items include the following:
 
 
Successor
 
 
Predecessor
 
 
Three Months Ended  June 30, 2020
 
Three Months Ended March 31, 2020
 
 
Three Months Ended  June 30, 2019
Loss on impairment
 
$
19,233

 
$
9,591

 
 
$

Merger-related costs
 
17,420

 
6,012

 
 

PBH intangible amortization
 
5,136

 
5,478

 
 

Organizational restructuring costs
 
3,011

 
7,437

 
 
91,448

Early extinguishment of debt fees
 
615

 

 
 

Change in fair value of preferred stock derivative liability
 
(15,416
)
 
(317,455
)
 
 

Bargain purchase gain
 
(75,433
)
 

 
 

Loss on sale of subsidiaries
 

 

 
 
56,303

H225 lease return costs
 

 

 
 
10,844

 
 
$
(45,434
)
 
$
(288,937
)
 
 
$
158,595


9




Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of legacy Bristow Group Inc. and Era Group Inc. before the Merger, for the period beginning July 1, 2019 through June 11, 2020, plus EBITDA and Adjusted EBITDA for the post-Merger period through June 30, 2020. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the twelve months ended June 30, 2020 (in thousands).
 
 
Bristow Group Inc.
 
Era Group Inc.
 
Legacy Era
 
Pro Forma
 
 
LTM June 30, 2020
 
July 1, 2019 - June 11, 2020
 
June 12, 2020 - June 30, 2020
 
LTM June 30, 2020
Net income (loss)
 
$
(452,335
)
 
$
(28,218
)
 
$
(4,305
)
 
$
(484,858
)
Depreciation and amortization
 
83,677

 
35,974

 
443

 
120,094

Interest expense
 
136,669

 
13,070

 
749

 
150,488

Income tax (benefit) expense
 
(38,986
)
 
(3,835
)
 
508

 
(42,313
)
EBITDA
 
$
(270,975
)
 
$
16,991

 
$
(2,605
)
 
$
(256,589
)
Special items (1)
 
413,026

 
22,293

 
2,502

 
437,821

Adjusted EBITDA
 
$
142,051

 
$
39,284

 
$
(103
)
 
$
181,232

(Gains) losses on asset dispositions, net
 
(5,095
)
 
(3,674
)
 
5

 
(8,764
)
Adjusted EBITDA excluding asset dispositions
 
$
136,956

 
$
35,610

 
$
(98
)
 
$
172,468

(1)Special items include the following:
 
 
Bristow Group Inc.
 
Era Group Inc.
 
Legacy Era
 
Pro Forma
 
 
LTM June 30, 2020
 
July 1, 2019 - June 11, 2020
 
June 12, 2020 - June 30, 2020
 
LTM June 30, 2020
Loss on impairment
 
$
90,925

 
$
2,551

 
$

 
$
93,476

Merger-related costs
 
21,433

 
18,933

 
2,317

 
42,683

PBH intangible amortization
 
20,453

 
809

 
185

 
21,447

Organizational restructuring costs
 
555,009

 

 

 
555,009

Early extinguishment of debt fees
 
615

 

 

 
615

Change in fair value of preferred stock derivative liability
 
(199,556
)
 

 

 
(199,556
)
Bargain purchase gain
 
(75,433
)
 

 

 
(75,433
)
Loss on sale of subsidiaries
 
(420
)
 

 

 
(420
)
 
 
$
413,026

 
$
22,293

 
$
2,502

 
$
437,821





10



Free Cash Flow represents the Company’s net cash provided by operating activities plus proceeds from disposition of property and equipment, less expenditures related to purchases of property and equipment. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude professional services fees and other costs paid in relation to the Merger, fresh-start accounting and the Chapter 11 Cases.  Management believes that the use of Adjusted Free Cash Flow is meaningful as it measures the Company’s ability to generate cash from its business after excluding cash payments for special items. Management uses this information as an analytical indicator to assess the Company’s liquidity and performance. However, investors should note numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow.
The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (in thousands).
 
 
Successor
 
 
Predecessor
 
 
Three Months Ended  June 30, 2020
 
Three Months Ended March 31, 2020
 
 
Three Months Ended  June 30, 2019
Net cash provided by (used in) operating activities
 
$
(6,866
)
 
$
3,932

 
 
$
(36,762
)
Plus: Proceeds from disposition of property and equipment
 
11,665

 
13,640

 
 
3,204

Less: Purchases of property and equipment
 
2,849

 
3,973

 
 
7,439

Free Cash Flow
 
$
1,950

 
$
13,599

 
 
$
(40,997
)
Plus: Merger-related costs
 
19,743

 
1,980

 
 

Plus: Organizational restructuring costs
 
4,176

 
8,574

 
 
19,084

Adjusted Free Cash Flow
 
$
25,869

 
$
24,153

 

$
(21,913
)

11



BRISTOW GROUP INC.
FLEET COUNT
(unaudited)
 
 
Number of Aircraft
 
 
 
 
Operating Aircraft
 
 
 
 
 
 
Type
 
Owned
Aircraft
 
Leased
Aircraft
 
Aircraft
Held For Sale
 
Consolidated Aircraft
 
Max Pass.
Capacity
Heavy Helicopters:
 
 
 
 
 
 
 
 
 
 
S-92A
 
35

 
32

 

 
67

 
19

S-92A U.K. SAR
 
3

 
7

 

 
10

 
19

H225
 
2

 

 
10

 
12

 
19

AW189
 
6

 
1

 

 
7

 
16

AW189 U.K. SAR 
 
11

 

 

 
11

 
16

 
 
57

 
40

 
10

 
107

 
 
Medium Helicopters:
 
 
 
 
 
 
 
 
 
 
AW139
 
53

 
8

 

 
61

 
12

S-76 C+/C++
 
40

 

 

 
40

 
12

S-76D
 
10

 

 

 
10

 
12

B212
 
3

 

 

 
3

 
12

B412
 

 

 
2

 
2

 
13

 
 
106

 
8

 
2

 
116

 
 
Light—Twin Engine Helicopters:
 
 
 
 
 
 
 
 
 
 
AW109
 
6

 

 

 
6

 
7

EC135
 
10

 

 

 
10

 
6

BO 105
 
2

 

 

 
2

 
4

 
 
18

 

 

 
18

 
 
Light—Single Engine Helicopters:
 
 
 
 
 
 
 
 
 
 
AS350
 
17

 

 

 
17

 
4

AW119
 
13

 

 

 
13

 
7

B407
 
19

 

 

 
19

 
6

 
 
49

 

 

 
49

 
 
Fixed wing
 
7

 
5

 
3

 
15

 
 
UAV
 

 
2

 

 
2

 
 
Total
 
237

 
55

 
15

 
307

 
 
The chart below presents the number of aircraft in our fleet and their distribution among the regions of our aviation services segment as of June 30, 2020; the number of helicopters which we had on order or under option as of June 30, 2020; and the percentage of operating revenue which each of our regions provided during the current quarter.
 
 
Percentage
of Current
Quarter
Operating
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UAV
 
Fixed
Wing
 
 
 
 
 
Heavy
 
Medium
 
Light Twin
 
Light Single
Total
 
Europe Caspian
 
61
%
 
75

 
12

 

 
4

 
2

 

 
93

 
Africa
 
12
%
 
7

 
25

 

 

 

 
3

 
35

 
Americas
 
22
%
 
24

 
74

 
18

 
45

 

 

 
161

 
Asia Pacific
 
5
%
 
1

 
5

 

 

 

 
12

 
18

 
Total
 
100
%
 
107

 
116

 
18

 
49

 
2

 
15

 
307

 
Aircraft not currently in fleet:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
On order
 
 
 
3

 

 
5

 

 

 
3

 
11

 

12
exhibit992pres
Exhibit 99.2 Q1 FY21 Earnings Presentation August 7, 2020


 
Q1 FY21 Earnings Call Agenda I. Introduction Crystal Gordon, SVP and General Counsel II. Operational Highlights Chris Bradshaw, President and CEO III. Financial Review Jennifer Whalen, SVP and CFO IV. Concluding Remarks Chris Bradshaw, President and CEO V. Questions & Answers 2


 
Cautionary Statement Regarding Forward-Looking Statements This presentation contains “forward-looking statements.” Forward-looking statements give Bristow Group Inc.’s (the “Company”) current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or other similar words. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management’s current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company’s actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: the COVID-19 pandemic and related economic repercussions have resulted, and may continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services; expected cost synergies and other benefits of the merger (the “Merger”) of the entity formerly known as Bristow Group Inc. (“Old Bristow”) and Era Group Inc.(“Era”) might not be realized within the expected time frames, might be less than projected or may not be realized at all; the ability to successfully integrate the operations, accounting and administrative functions of Era and Old Bristow; managing a significantly larger company than before the completion of the Merger; diversion of management time on issues related to integration of the companies; the increase in indebtedness as a result of the Merger; operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees and customers, may be greater than expected; our reliance on a limited number of customers and the reduction of our customer base as a result of bankruptcies or consolidation; risks inherent in operating helicopters; the Company’s ability to maintain an acceptable safety record and level of reliability; the impact of increased U.S. and foreign government regulation and legislation, including potential government implemented moratoriums on drilling activities; the impact of a grounding of all or a portion of the Company’s fleet for extended periods of time or indefinitely on the Company’s business, including its operations and ability to service customers, results of operations or financial condition and/or the market value of the affected helicopters; the Company’s ability to successfully expand into other geographic and aviation service markets; risks associated with political instability, governmental action, war, acts of terrorism and changes in the economic condition in any foreign country where the Company does business, which may result in expropriation, nationalization, confiscation or deprivation of the Company’s assets or result in claims of a force majeure situation; the impact of declines in the global economy and financial markets; the impact of fluctuations in foreign currency exchange rates on the Company’s asset values and cost to purchase helicopters, spare parts and related services; risks related to investing in new lines of aviation service without realizing the expected benefits; risks of engaging in competitive processes or expending significant resources for strategic opportunities, with no guaranty of recoupment; the Company’s reliance on a limited number of helicopter manufacturers and suppliers; the Company’s ongoing need to replace aging helicopters; the Company’s reliance on the secondary helicopter market to dispose of used helicopters and parts; information technology related risks; the impact of allocation of risk between the Company and its customers; the liability, legal fees and costs in connection with providing emergency response services; adverse weather conditions and seasonality; risks associated with the Company’s debt structure; the Company’s counterparty credit risk exposure; the impact of operational and financial difficulties of the Company’s joint ventures and partners and the risks associated with identifying and securing joint venture partners when needed; conflict with the other owners of the Company’s non-wholly owned subsidiaries and other equity investees; adverse results of legal proceedings; risks associated with significant increases in fuel costs; the Company’s ability to obtain insurance coverage and the adequacy and availability of such coverage; the possibility of labor problems; the attraction and retention of qualified personnel; restrictions on the amount of foreign ownership of the Company’s common stock; and various other matters and factors, many of which are beyond the Company’s control. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. We have included important factors in the section entitled “Risk Factors” in the Company’s joint proxy and consent solicitation statement/prospectus (File No. 333-237557), filed with the United States Securities and Exchange Commission (the “SEC”) on May 5, 2020 and the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020, which we believe over time, could cause our actual results, performance or achievements to differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. You should consider all risks and uncertainties disclosed in the Proxy Statement and in our filings with the SEC, all of which are accessible on the SEC’s website at www.sec.gov. 3


 
Non-GAAP Financial Measures Reconciliation • This presentation includes EBITDA and Adjusted EBITDA as supplemental measures of the Company’s operating performance. EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for special items that occurred during the reporting period and noted in the applicable reconciliation. Neither EBITDA nor Adjusted EBITDA is a recognized term under generally accepted accounting principles in the U.S. (“GAAP”). Accordingly, they should not be used as an indicator of, or an alternative to, net income as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for discretionary use, as they do not take into account certain cash requirements, such as debt service requirements. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, nor as a substitute for analysis of the Company’s results as reported under GAAP. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies. The Company also presents net debt, which is a non-GAAP measure, defined as total principal balance on borrowings less cash and cash equivalents, including escrow balances. Each of these non-GAAP measures has limitations and therefore should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. • A reconciliation of each of EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding gains or losses on asset dispositions, and net debt is included in this presentation. • Free Cash Flow represents the Company’s net cash provided by operating activities plus proceeds from disposition of property and equipment, less expenditures related to purchases of property and equipment. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude professional services fees and other costs paid in relation to the Merger, fresh-start accounting and the Chapter 11 Cases. Neither Free Cash Flow nor Adjusted Free Cash Flow is a recognized term under GAAP. Management believes that the use of Adjusted Free Cash Flow is meaningful as it measures the Company’s ability to generate cash from its business after excluding cash payments for special items. Management uses this information as an analytical indicator to assess the Company’s liquidity and performance. However, investors should note numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow. 4


 
Global Leadership Position in Helicopter Industry • Bristow and Era merged on June 11, 2020, forming a Revenue by Region(1) larger, more diverse industry leader . Bristow was the accounting acquiror Asia Pacific 6% . The current quarter includes 19 days of Africa 12% operating results from legacy Era Group Inc. . Prior periods only include operating results of legacy Bristow Group Inc. Americas Europe 33% 49% • Bristow remains headquartered in Houston, TX and publicly traded on the NYSE (Ticker: VTOL) • Pro forma LTM revenues of $1.4bn(1) • Global leader in offshore oil and gas personnel Aircraft Fleet(3) transportation, with significant end market diversification from government services contracts AW189 Fixed Wing 6% including UK SAR 5% • 3,464 employees, including 970 pilots and 985 Light Twin S92 6% 26% mechanics(2) • Diverse fleet of 297 aircraft(3) Single Engine 297 . Mostly owned (>80%) with attractive lease rates 16% on the balance of the fleet AW139 21% (1) Reflects pro forma 6/30/2020 LTM revenue Other Heavy / (2) As of 6/30/2020 Medium (3) Pro forma for pending sale of 10x H225 helicopters 20% 5


 
Substantial and Highly Achievable Cost Synergies Identified Substantial and Highly Achievable Cost Synergies Identified G&A Savings  Elimination of redundant corporate expenses  Realization of operational efficiencies in the U.S. Gulf of Mexico  Optimization of aircraft maintenance programs and fleet utilization Fleet Cost Savings  Synergies expected to be realized in ~12 to 24 months Bristow Headquarters Bristow Base Legacy Era Headquarters Mobile, AL Legacy Era Base Other OpEx Savings Lake Charles, LA New Iberia, LA New Orleans, LA Johnson Bayou, LA Houston, TX Abbeville, LA Schriever, LA Houma, LA Galliano, LA +$45 Million Annual Galveston, TX Galliano (SAR), LA Venice, LA Run-Rate Savings Bay City, TX Fourchon, LA Lake Jackson, TX As of July 30th, synergy projects representing ~$16mm of annualized run-rate savings have been completed 6


 
Strong Balance Sheet and Financial Flexibility • Total available liquidity as of June 30, 2020 was approximately $300 million . $260 million in unrestricted cash balances . $39 million of remaining availability under the Company’s ABL facility • Net debt of $440 million as of June 30, 2020 • Bristow generated $26 million of adjusted free cash flow in the three months ended June 30, 2020 • All of the Company's unfunded capital commitments may be canceled without further liability other than forfeiture of previously paid deposits of $2 million Pro Forma Annual Run-Rate LTM Adj. EBITDA(1) Synergies $172mm +$45mm (1) See page 15 for reconciliation. Includes de minimis synergies for 19-day period post-merger 7


 
Q1 FY21 Results – Sequential Quarter Comparison • Operating revenues were $12.9 million lower than Q4 FY20 Operating revenue . Lower utilization in fixed wing services $300 $274 . Lower revenues from oil and gas services $262 primarily due to lower utilization, partially offset $200 by the addition of revenues due to the Merger and short-term contracts in Europe Caspian millions $ in $100 region • Operating expenses were $21.5 million lower $0 primarily due to a decrease in activity Q4 FY20 Q1 FY21 • General and administrative expenses were $7.2 Adjusted EBITDA, excl. Asset Sales million higher primarily due to professional services fees and severance costs related to the Merger • Gains of $5.5 million from the sale of one heavy helicopter • Adjusted EBITDA, excl. asset sales, increased by $25 million millions $ in • Adjusted EBITDA excludes special items. See page 14 for a description of special items and reconciliation to net income 8


 
Q1 FY21 Results – Calendar Quarter Comparison • Operating revenues were $55.1 million lower than Q1 FY20 Operating revenue . Lower utilization in oil and gas and fixed wing services and the absence of revenues from businesses sold . Negative impact from foreign exchange . Partially offset by the addition of revenues from the millions $ in Merger • Operating expenses were $67.3 million lower . Decreased activity and lower lease costs due to aircraft lease rejections in Chapter 11 Cases and Adjusted EBITDA, excl. Asset Sales the absence of lease return costs • General and administrative expenses were $18.2 million higher primarily due to professional services fees and severance costs related to the Merger • Gains of $5.5 million from the sale of one heavy helicopter • Adjusted EBITDA, excl. asset sales, increased by $10 $ millions $ in million • Adjusted EBITDA excludes special items. See page 14 for a description of special items and reconciliation to net income 9


 
Appendix 10


 
Fleet Overview Number of Aircraft Operating Aircraft Owned Aircraft Leased Aircraft Aircraft Held For Sale Consolidated Aircraft Heavy Helicopters: S-92A 35 32 — 67 S-92A U.K. SAR 3 7 — 10 H225 2 — 10 12 AW189 6 1 — 7 AW189 U.K. SAR 11 — — 11 57 40 10 107 Medium Helicopters: AW139 53 8 — 61 S-76 C+/C++ 40 — — 40 S-76D 10 — — 10 B212 3 — — 3 B412 — — 2 2 106 8 2 116 Light—Twin Engine Helicopters: AW109 6 — — 6 EC135 10 — — 10 BO 105 2 — — 2 18 — — 18 Light—Single Engine Helicopters: AS350 17 — — 17 AW119 13 — — 13 B407 19 — — 19 49 — — 49 Fixed wing 7 5 3 15 UAV — 2 — 2 Total 237 55 15 307 11


 
Strong Balance Sheet and Liquidity Position June 30, 2020 Amount Rate Maturity ($ in mm) (1)  Bristow has $260mm of Cash and Cash Equivalents $ 260 unrestricted cash and total liquidity of $300mm(1) ABL ($75mm) (2) - L+250 bps Apr-23 PK Air Debt 215 L+500 bps Jan-25  Barclays has committed to a new Macquarie Debt 157 L+535 bps Mar-23 $5mm LILO tranche that will Lombard Debt (BULL) 87 L+225 bps Dec-23 increase the total ABL size to Lombard Debt (BALL) 72 L+225 bps Jan-24 $80mm, which in conjunction with Promissory Notes 17 L+181 bps Dec-20 merger-related enhancements to Airnorth Debt 8 L+285 bps Apr-23 the borrowing base and changes Other Debt - to the availability definition will Total Secured Debt $ 556 further enhance liquidity 7.75% Senior Unsecured Notes 144 7.75% Dec-22 Total Debt $ 700 (Less): Cash 260 Net Debt $ 440 (1) Balances reflected as of 6/30/2020 (2) As of 6/30/2020, the ABL had $10mm in letters of credit drawn against it and $39mm of remaining availability 12


 
Operating Revenues and Flight Hours by Line of Service Three Months Ended Successor Predecessor Operating revenues ($000s) June 30, 2020 March 31, 2020 June 30, 2019 Oil and gas: Europe Caspian $ 105,724 $ 105,105 $ 111,891 Americas 58,160 57,920 56,036 Africa 30,015 35,032 42,835 Asia Pacific 2,703 3,027 14,152 Total oil and gas $ 196,602 $ 201,084 $ 224,914 UK SAR Services 52,622 53,753 56,079 Fixed Wing Services 11,559 19,336 35,318 Other 725 230 265 $ 261,508 $ 274,403 $ 316,576 Three Months Ended Successor Predecessor Flight Hours by line of service June 30, 2020 March 31, 2020 June 30, 2019 Oil and gas: Europe Caspian 12,476 13,121 16,608 Americas 5,169 7,014 9,167 Africa 1,457 3,426 4,793 Asia Pacific 85 206 1,032 Total oil and gas 19,187 23,767 31,600 UK SAR Services 2,169 2,153 2,430 Fixed Wing Services 2,164 3,085 3,701 23,520 29,005 37,731 13


 
Quarterly Reconciliation of Non-GAAP Financial Measures Three months ended Successor Predecessor Adjusted EBITDA reconciliation ($000s) June 30, 2020 March 31, 2020 June 30, 2019 Net income (loss) $ 71,404 $ 291,619 $ (169,088) Depreciation and amortization 16,356 16,312 31,339 Interest expense 12,504 13,290 26,708 Income tax (benefit) expense (3,290) (11,118) (15,507) EBITDA $ 96,974 $ 310,103 $ (126,548) Special items (1) (45,434) (288,937) 158,595 Adjusted EBITDA $ 51,540 $ 21,166 $ 32,047 Gains (losses) on asset dispositions, net (5,522) 297 3,787 Adjusted EBITDA excluding asset dispositions $ 46,018 $ 21,463 $ 35,834 Three months ended Successor Predecessor (1) Special items ($000s) June 30, 2020 March 31, 2020 June 30, 2019 Loss on impairment $ 19,233 $ 9,591 $ - Merger-related costs 17,420 6,012 — PBH intangible amortization 5,136 5,478 — Organizational restructuring costs 3,011 7,437 91,448 Early extinguishment of debt fees 615 — — Change in fair value of preferred stock derivative liability (15,416) (317,455) — Bargain purchase gain (75,433) — — Loss on sale of subsidiaries — — 56,303 H225 lease return — — 10,844 $ (45,434) $ (288,937) $ 158,595 14


 
Reconciliation of Non-GAAP Financial Measures Bristow Group Inc. Era Group Legacy Era Pro Forma LTM Inc. 7/1/2019 - 6/12/2020 - LTM Adjusted EBITDA reconciliation ($000s) 6/30/2020 6/11/2020 6/30/2020 6/30/2020 Net income (loss) $ (452,335) $ (28,218) $ (4,305) $ (484,858) Depreciation and amortization 83,677 35,974 443 120,094 Interest expense 136,669 13,070 749 150,488 Income tax expense (benefit) (38,986) (3,835) 508 (42,313) EBITDA (270,975) 16,991 (2,605) (256,589) Special Items(1) 413,026 22,293 2,502 437,821 Adjusted EBITDA 142,051 39,285 (103) 181,233 Losses (gains) on asset dispositions, net (5,095) (3,674) 5 (8,764) Adjusted EBITDA excluding asset dispositions $ 136,956 $ 35,611 $ (98) $ 172,469 (1) Special items ($000s) Loss on impairment $ 90,925 $ 2,551 $ - $ 93,476 Merger-related costs 21,433 18,933 2,317 42,683 PBH intangible amortization 20,453 809 185 21,447 Organizational restructuring costs 555,009 - - 555,009 Early extinguishment of debt fees 615 - - 615 Change in fair value of preferred stock derivative liability (199,556) - - (199,556) Bargain purchase gain (75,433) - - (75,433) Loss on sale of subsidiaries (420) - - (420) $ 413,026 $ 22,293 $ 2,502 $ 437,821 15


 
Reconciliation of Free Cash Flow Three months ended Successor Predecessor ($000s) June 30, 2020 March 31, 2020 June 30, 2019 Net cash provided by (used in) operating activities $ (6,866) $ 3,932 $ (36,762) Plus: Proceeds from disposition of property and equipment 11,665 13,640 3,204 Less: Purchases of property and equipment (2,849) (3,973) (7,439) Free Cash Flow $ 1,950 $ 13,599 $ (40,997) Plus: Merger-related costs 19,743 1,980 — Plus: Organizational Restructuring Costs 4,176 8,574 19,084 Adjusted Free Cash Flow $ 25,869 $ 24,153 $ (21,913) 16