Document
false0001525221 0001525221 2020-11-04 2020-11-04


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):  November 4, 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

None
(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 November 4, 2020, Bristow Group Inc. (“Bristow Group”) issued a press release setting forth its second 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 November 5, 2020, Bristow Group will make a presentation about its second 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.
  
 
 
 
 
November 4, 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
SECOND QUARTER FISCAL YEAR 2021 RESULTS

Houston, Texas
November 4, 2020
Net loss of $27.9 million, or $0.95 per diluted share, in Q2 FY21
EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $54.2 million in Q2 FY21 compared to $44.3 million in Q1
Adjusted Free Cash Flow excluding Net Capex was $57.0 million in Q2 FY21
As of September 30, 2020, unrestricted cash balance was $301.4 million with total liquidity of $358.6 million
During September, the Company repurchased 345,327 shares at an average price of $21.93 per share

FOR IMMEDIATE RELEASE — Bristow Group Inc. (NYSE: VTOL) today reported net loss attributable to the Company of $27.9 million, or $0.95 per diluted share, for its second quarter ended September 30, 2020 (“current quarter”) on operating revenues of $295.7 million compared to net income attributable to the Company of $71.5 million, or $5.16 per diluted share, for the quarter ended June 30, 2020 (“preceding quarter”) on operating revenues of $261.5 million.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $12.6 million in the current quarter compared to $97.0 million in the preceding quarter. EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $54.2 million in the current quarter compared to $44.3 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,
 
September 30, 2020
 
June 30, 2020
EBITDA
$
12,568

 
$
96,974

Special items:
 
 
 
Organizational restructuring costs
$
13,326

 
$
3,011

Loss on impairment
17,596

 
19,233

PBH intangible amortization
5,644

 
5,136

Merger-related costs
4,497

 
17,420

Government grants
(2,201
)
 
(1,760
)
Bargain purchase gain
(5,660
)
 
(75,433
)
Early extinguishment of debt fees

 
615

Change in fair value of preferred stock derivative liability

 
(15,416
)
 
$
33,202

 
$
(47,194
)
Adjusted EBITDA
$
45,770

 
$
49,780

(Gains) losses on asset dispositions, net
8,473

 
(5,522
)
Adjusted EBITDA excluding asset dispositions
$
54,243

 
$
44,258

“Despite the challenging conditions in the offshore oil and gas industry, which are likely to persist for the next year, Bristow’s robust cash position and diversified, resilient business model facilitated the return of capital to shareholders via opportunistic share repurchases,” said Chris Bradshaw, President and Chief Executive Officer of Bristow. “We will continue to execute a capital-disciplined approach, focused on generating positive free cash flow, protecting the balance sheet and opportunistically returning capital to shareholders.”



1




Sequential Quarter Results
Operating revenues in the current quarter were $34.2 million higher compared to the preceding quarter. Operating revenues from oil and gas services were $19.1 million higher primarily due to the full quarter benefit of the merger of Era Group Inc. and Bristow Group Inc. on June 11, 2020 (“Merger”), partially offset by a decrease in utilization in our Africa and Europe Caspian regions. Operating revenues from fixed wing services were $8.8 million higher primarily due to higher utilization in Australia and the strengthening of the Australian dollar relative to the U.S. dollar. Operating revenues from U.K. SAR services were $4.4 million higher in the current quarter primarily due to increased flight hours and the strengthening of the British pound sterling relative to the U.S. dollar.
Operating expenses were $41.5 million higher in the current quarter primarily due to the full quarter impact of the Merger and the recognition of severance costs following the Merger.
General and administrative expenses were $3.7 million higher in the current quarter primarily due to the full quarter impact of the Merger.
During the current quarter, the Company sold ten H225 heavy, nine S-76C++ medium and twelve B407 single engine helicopters for cash proceeds of $40.5 million, resulting in losses of $8.5 million. During the preceding quarter, the Company sold one H225 heavy helicopter for cash proceeds of $11.7 million, resulting in gains of $5.5 million.
During the current quarter, the Company recognized a loss on impairment of $12.4 million related to the write down of inventory and a loss on impairment of $5.2 million related to helicopters that were transferred to held for sale assets. During the preceding quarter, the Company recognized losses on the impairment of its investment in Líder Táxi Aéreo S.A. (“Líder”) of $18.7 million and an inventory impairment of $0.5 million. The Company ended its minority ownership interest in Líder effective August 31, 2020.
During the current quarter, the Company recognized gains of $1.9 million from its equity investments compared to losses of $2.0 million in the preceding quarter. The preceding quarter included $4.8 million of losses from the investment in Lider.
During the preceding quarter, the Company recognized benefits 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 and preceding quarter, the Company recognized a bargain purchase gain of $5.7 million and $75.4 million, respectively, related to the Merger. The current quarter gain was an adjustment to the previously calculated excess of the fair value of legacy Era’s identified assets acquired and liabilities assumed.
Other income, net of $10.6 million during the current quarter was primarily due to net foreign exchange gains of $6.9 million, a favorable interest adjustment to the Company’s pension liability of $0.9 million and other income related to Airnorth (government grants) of $2.7 million. Other income, net of $3.4 million in the preceding quarter was primarily due to net foreign exchange gains of $1.4 million, a favorable interest adjustment to the Company’s pension liability of $0.9 million and other income related to Airnorth (government grants) of $1.2 million.
Income tax expense was $8.6 million in the current quarter compared to an income tax benefit of $3.3 million in the preceding quarter. The income tax expense in the current quarter primarily related to changes in the blend of earnings, the tax impact of valuation allowances on the Company’s net operating losses and deductible business interest expense.
Calendar Quarter Results
Operating revenues in the current quarter were $9.0 million lower compared to the quarter ended September 30, 2019 (“prior year quarter”).
Operating revenues from oil and gas services were $6.5 million lower. Operating revenues in our Europe Caspian region were $16.0 million lower primarily due to lower utilization, partially offset by the strengthening of the British pound sterling relative to the U.S. dollar. Operating revenues in our Africa and Asia Pacific regions were $19.6 million and $3.6 million lower, respectively, primarily due to lower utilization. These decreases were partially offset by a $32.8 million increase in operating revenues in our Americas region due to the Merger.
Operating revenues from fixed wing services were $7.6 million lower in the current quarter primarily due to lower utilization.
Operating revenues from U.K. SAR services were $2.5 million higher in the current quarter primarily due to an increase in flight hours.

2



Operating expenses were $4.7 million lower in the current quarter. Lease costs were $5.9 million lower in the current quarter primarily due to aircraft lease rejections related to Old Bristow’s voluntary petitions seeking relief under Chapter 11 of Title 11 of the U.S. Code (“Chapter 11”) during the prior year quarter. Fuel, maintenance and other operating expenses were lower primarily due to the decrease in activity discussed above. These decreases were partially offset by an $11.5 million increase in personnel costs primarily due to a net increase in headcount and severance costs related to the Merger.
General and administrative expenses were $1.4 million higher in the current quarter primarily due to the impact of the Merger.
Depreciation and amortization expense was $12.8 million lower in the current quarter primarily due to the revaluation of assets in connection with the adoption of fresh-start accounting.
During the current quarter, the Company recognized a loss on impairment of $12.4 million related to the write down of inventory and a loss on impairment of $5.2 million related to helicopters that were transferred to held for sale assets. During the prior year quarter, Old Bristow recognized a loss on the impairment of H225 helicopters of $42.0 million, goodwill impairment of $17.5 million related to Airnorth and a $2.6 million impairment of the investment in Sky Futures Partners Limited.
During the current quarter, the Company sold ten H225 heavy, nine S-76C++ medium and twelve B407 single engine helicopters for cash proceeds of $40.5 million, resulting in losses of $8.5 million.
During the current quarter, the Company recognized gains of $1.9 million from its equity investments compared to gains of $0.6 million in the prior year quarter.
Interest expense was $9.3 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 reorganization process.
During the current quarter, the Company recognized a bargain purchase gain of $5.7 million related to the Merger. The current quarter gain was an adjustment to the previously calculated excess of the fair value of legacy Era’s identified assets acquired and liabilities assumed.
Other income, net was $10.6 million in the current quarter compared to other expense, net of $6.6 million in the prior year quarter. Other income in the current quarter was primarily due to net foreign exchange gains of $6.9 million, a favorable interest adjustment to the Company’s pension liability of $0.9 million and other income related to Airnorth (government grants) of $2.7 million. Other expense, net in the prior year quarter was primarily due to net foreign exchange losses of $5.8 million and an unfavorable interest adjustment to the Company’s pension liability of $0.9 million.
The Company’s effective tax rate was (44.2)% in the current quarter compared to 11.8% 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 and Capital Allocation
As of September 30, 2020, the Company had $301.4 million of unrestricted cash and $57.2 million of remaining availability under its amended asset-based revolving credit facility (the “ABL Facility”) for total liquidity of $358.6 million. Borrowings under the amended ABL Facility are subject to certain conditions and requirements.
During the current quarter, the Company repurchased 345,327 shares for gross consideration of $7.6 million, representing an average purchase price of $21.93 per share.
In the current quarter, cash proceeds from dispositions of property and equipment were $40.5 million and purchases of property and equipment were $4.5 million, resulting in net (proceeds from)/purchases of property and equipment (“Net Capex”) of $(36.0) million. In the preceding quarter, cash proceeds from dispositions of property and equipment were $11.7 million and purchases of property and equipment were $2.8 million, resulting in Net Capex of $(8.8) million. See Adjusted Free Cash Flow Reconciliation for a reconciliation of Net Capex and Adjusted Free Cash Flow.

3



Conference Call
Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Thursday, November 5, 2020, to review the results for the fiscal second quarter ended September 30, 2020. The conference call can be accessed as follows:
All callers will need to reference the access code 5314473.
Within the U.S.: Operator Assisted Toll-Free Dial-In Number: (800) 367-2403
Outside the U.S.: Operator Assisted International Dial-In Number: (334) 777-6978
Replay
A telephone replay will be available through November 19, 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 November 19, 2020. The accompanying investor presentation will be available on November 5, 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/.
About Bristow Group
Bristow Group Inc. is the leading global provider of 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

4



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.

5



BRISTOW GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share amounts
 
Successor
 
 
Predecessor
 
Three Months Ended  September 30, 2020
 
Three Months Ended  June 30, 2020
 
 
Three Months Ended  September 30, 2019
Revenue:
 
 
 
 
 
 
Operating revenue
$
295,722

 
$
261,508

 
 
$
304,684

Reimbursable revenue
8,918

 
8,685

 
 
13,536

Total revenues
304,640


270,193

 
 
318,220

 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
Operating
231,953

 
190,436

 
 
236,655

Reimbursable expense
8,919

 
8,648

 
 
12,840

General and administrative
39,268

 
35,523

 
 
37,820

Merger-related costs
4,497

 
17,420

 
 

Depreciation and amortization
18,537

 
16,356

 
 
31,303

Total costs and expenses
303,174

 
268,383

 
 
318,618

 
 
 
 
 
 
 
Loss on impairment
(17,596
)
 
(19,233
)
 
 
(62,101
)
Gain (loss) on asset dispositions
(8,473
)
 
5,522

 
 
(230
)
Earnings (losses) from unconsolidated affiliates, net
1,948

 
(1,978
)
 
 
633

Operating loss
(22,655
)
 
(13,879
)
 
 
(62,096
)
 
 
 
 
 
 
 
Interest income
434

 
262

 
 
270

Interest expense
(13,445
)
 
(12,504
)
 
 
(22,715
)
Reorganization items, net

 

 
 
(93,943
)
Gain on sale of subsidiaries

 

 
 
420

Change in fair value of preferred stock derivative liability

 
15,416

 
 

Bargain purchase gain
5,660

 
75,433

 
 

Other income (expense), net
10,592

 
3,386

 
 
(6,637
)
Total other income (expense)
3,241

 
81,993

 
 
(122,605
)
Income (loss) before income taxes
(19,414
)
 
68,114

 
 
(184,701
)
Benefit (provision) for income taxes
(8,578
)
 
3,290

 
 
21,782

Net income (loss)
(27,992
)
 
71,404

 
 
(162,919
)
Net (income) loss attributable to noncontrolling interests
131

 
73

 
 
(55
)
Net income (loss) attributable to Bristow Group Inc.
$
(27,861
)
 
$
71,477

 
 
$
(162,974
)
 
 
 
 
 
 
 
Basic earnings (loss) per common share
$
(0.95
)
 
$
18.41

 
 
$
(4.54
)
Diluted earnings (loss) per common share
$
(0.95
)
 
$
5.16

 
 
$
(4.54
)
 
 
 
 
 
 
 
Weighted average common shares outstanding, basic
29,357,959

 
11,102,611

 
 
35,918,916

Weighted average common shares outstanding, diluted
29,357,959

 
38,988,528

 
 
35,918,916

 
 
 
 
 
 


EBITDA
$
12,568

 
$
96,974

 
 
$
(130,683
)
Adjusted EBITDA
$
45,770

 
$
49,780

 
 
$
27,474

Adjusted EBITDA excluding asset dispositions
$
54,243

 
$
44,258

 
 
$
27,704



6



BRISTOW GROUP INC.
REVENUES BY LINE OF SERVICE
(unaudited, in thousands)
 
Successor
 
 
Predecessor
 
Three Months Ended  September 30, 2020
 
Three Months Ended  June 30, 2020
 
 
Three Months Ended  September 30, 2019
Oil and gas:
 
 
 
 
 
 
Europe Caspian
$
98,495

 
$
105,811

 
 
$
114,537

Americas
93,102

 
58,160

 
 
60,330

Africa
21,237

 
30,015

 
 
40,855

Asia Pacific
2,920

 
2,703

 
 
6,564

Total oil and gas
215,754

 
196,689

 
 
222,286

UK SAR Services
56,978

 
52,622

 
 
54,499

Fixed Wing Services
20,310

 
11,472

 
 
27,891

Other
2,680

 
725

 
 
8

 
$
295,722

 
$
261,508

 
 
$
304,684


FLIGHT HOURS BY LINE OF SERVICE
(unaudited)
 
Successor
 
 
Predecessor
 
Three Months Ended  September 30, 2020
 
Three Months Ended  June 30, 2020
 
 
Three Months Ended  September 30, 2019
Oil and gas:
 
 
 
 
 
 
Europe Caspian
12,330

 
12,476

 
 
14,708

Americas
10,891

 
5,169

 
 
9,370

Africa
1,743

 
1,457

 
 
4,271

Asia Pacific
62

 
85

 
 
264

Total oil and gas
25,026

 
19,187

 
 
28,613

UK SAR Services
2,797

 
2,169

 
 
2,645

Fixed Wing Services
3,391

 
2,164

 
 
3,594

 
31,214

 
23,520

 
 
34,852



7



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

 
Successor
 
September 30, 2020
 
March 31, 2020
ASSETS
(unaudited)
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
304,193

 
$
199,121

Accounts receivable
216,638

 
180,683

Inventories
99,996

 
82,419

Assets held for sale
22,463

 
32,401

Prepaid expenses and other current assets
29,455

 
29,527

Total current assets
672,745

 
524,151

Investment in unconsolidated affiliates
89,924

 
110,058

Property and equipment
1,085,087

 
901,314

Accumulated depreciation
(55,557
)
 
(24,560
)
Net property and equipment
1,029,530

 
876,754

Right-of-use assets
281,164

 
305,962

Other assets
139,022

 
128,336

Total assets
$
2,212,385

 
$
1,945,261

 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
62,668

 
$
52,110

Accrued liabilities
224,536

 
200,129

Short-term borrowings and current maturities of long-term debt
64,027

 
45,739

Total current liabilities
351,231

 
297,978

Long-term debt, less current maturities
580,342

 
515,385

Preferred stock embedded derivative

 
286,182

Deferred taxes
55,699

 
22,775

Long-term operating lease liabilities
197,888

 
224,595

Deferred credits and other liabilities
15,683

 
22,345

Total liabilities
1,200,843

 
1,369,260

 
 
 
 
Redeemable noncontrolling interests
1,483

 

Mezzanine equity

 
149,785

 
 
 
 
Stockholders’ investment
 
 
 
Common stock
303

 
1

Additional paid-in capital
683,390

 
295,897

Retained earnings
326,721

 
139,228

Treasury shares, at cost
7,680

 

Accumulated other comprehensive income
(7,579
)
 
(8,641
)
Total Bristow Group Inc. stockholders’ investment
1,010,515

 
426,485

Noncontrolling interests
(456
)
 
$
(269
)
Total stockholders’ investment
1,010,059

 
$
426,216

Total liabilities, mezzanine equity and stockholders’ investment
$
2,212,385

 
$
1,945,261


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  September 30, 2020
 
Three Months Ended  June 30, 2020
 
 
Three Months Ended  September 30, 2019
Net income (loss)
 
$
(27,992
)
 
$
71,404

 
 
$
(162,919
)
Depreciation and amortization
 
18,537

 
16,356

 
 
31,303

Interest expense
 
13,445

 
12,504

 
 
22,715

Income tax (benefit) expense
 
8,578

 
(3,290
)
 
 
(21,782
)
EBITDA
 
$
12,568

 
$
96,974

 
 
$
(130,683
)
Special items (1)
 
33,202

 
(47,194
)
 
 
158,157

Adjusted EBITDA
 
$
45,770

 
$
49,780

 
 
$
27,474

(Gains) losses on asset dispositions, net
 
8,473

 
(5,522
)
 
 
230

Adjusted EBITDA excluding asset dispositions
 
$
54,243

 
$
44,258

 
 
$
27,704

(1)Special items include the following:
 
 
Successor
 
 
Predecessor
 
 
Three Months Ended  September 30, 2020
 
Three Months Ended  June 30, 2020
 
 
Three Months Ended  September 30, 2019
Organizational restructuring costs
 
$
13,326

 
$
3,011

 
 
$
2,533

Loss on impairment
 
17,596

 
19,233

 
 
62,101

PBH intangible amortization
 
5,644

 
5,136

 
 

Merger-related costs
 
4,497

 
17,420

 
 

Government grants(2)
 
(2,201
)
 
(1,760
)
 
 

Bargain purchase gain
 
(5,660
)
 
(75,433
)
 
 

Early extinguishment of debt fees
 

 
615

 
 

Change in fair value of preferred stock derivative liability
 

 
(15,416
)
 
 

Bankruptcy related costs
 

 

 
 
93,943

Loss on sale of subsidiaries
 

 

 
 
(420
)
 
 
$
33,202

 
$
(47,194
)
 
 
$
158,157

___________________________ 
(2)  COVID-19 related government relief grants


9



Pro Forma Q1 FY21 Reconciliation
Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger for the period beginning April 1, 2020 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 three months ended June 30, 2020 (in thousands).

 
 
Old Bristow
 
Era Group Inc.
 
Legacy Era
 
Pro Forma
 
 
Three Months Ended
June 30, 2020
 
April 1, 2020 - June 11, 2020
 
June 12 - 30, 2020
 
Three Months Ended
June 30, 2020
Net income (loss)
 
$
75,708

 
$
(18,059
)
 
$
(4,305
)
 
$
53,344

Depreciation and amortization
 
15,914

 
7,818

 
443

 
24,175

Interest expense
 
11,755

 
2,650

 
749

 
15,154

Income tax (benefit) expense
 
(3,798
)
 
(2,467
)
 
508

 
(5,757
)
EBITDA
 
$
99,579

 
$
(10,058
)
 
$
(2,605
)
 
$
86,916

Special items (1)
 
(49,696
)
 
13,744

 
2,502

 
(33,450
)
Adjusted EBITDA
 
$
49,883

 
$
3,686

 
$
(103
)
 
$
53,466

(Gains) losses on asset dispositions, net
 
(5,527
)
 
141

 
5

 
(5,381
)
Adjusted EBITDA excluding asset dispositions
 
$
44,356

 
$
3,827

 
$
(98
)
 
$
48,085

(1)Special items include the following:
 
 
Old Bristow
 
Era Group Inc.
 
Legacy Era
 
Pro Forma
 
 
Three Months Ended
June 30, 2020
 
April 1, 2020 - June 11, 2020
 
June 12 - 30, 2020
 
Three Months Ended
June 30, 2020
Loss on impairments
 
$
19,233

 
$

 
$

 
$
19,233

Merger-related costs
 
15,103

 
13,575

 
2,317

 
30,995

PBH intangible amortization
 
4,951

 
169

 
185

 
5,305

Organizational restructuring costs
 
3,011

 

 

 
3,011

Early extinguishment of debt fees
 
615

 

 

 
615

Government grants(2)
 
(1,760
)
 

 

 
(1,760
)
Change in fair value of preferred stock derivative liability
 
(15,416
)
 

 

 
(15,416
)
Bargain purchase gain
 
(75,433
)
 

 

 
(75,433
)
 
 
$
(49,696
)
 
$
13,744

 
$
2,502

 
$
(33,450
)
___________________________ 
(2)  COVID-19 related government relief grants


10



Pro Forma Q2 FY20 Reconciliation
Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger. 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 three months ended September 30, 2019 (in thousands).

 
 
Old Bristow
 
Era Group Inc.
 
Pro Forma
Net income (loss)
 
$
(162,919
)
 
$
(2,059
)
 
$
(164,978
)
Depreciation and amortization
 
31,303

 
9,312

 
40,615

Interest expense
 
22,715

 
3,464

 
26,179

Income tax (benefit) expense
 
(21,782
)
 
515

 
(21,267
)
EBITDA
 
$
(130,683
)
 
$
11,232

 
$
(119,451
)
Special items (1)
 
158,157

 
396

 
158,553

Adjusted EBITDA
 
$
27,474

 
$
11,628

 
$
39,102

(Gains) losses on asset dispositions, net
 
230

 
(754
)
 
(524
)
Adjusted EBITDA excluding asset dispositions
 
$
27,704

 
$
10,874

 
$
38,578

(1)Special items include the following:
 
 
Old Bristow
 
Era Group Inc.
 
Pro Forma
Bankruptcy related costs
 
$
93,943

 
$

 
$
93,943

Loss on impairments
 
62,101

 

 
62,101

Organizational restructuring costs
 
2,533

 

 
2,533

Gain on disposal of subsidiaries
 
(420
)
 

 
(420
)
Merger-related costs
 

 
182

 
182

PBH intangible amortization
 

 
214

 
214

 
 
$
158,157

 
$
396

 
$
158,553



11




Pro Forma LTM Reconciliation
Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger for the period beginning October 1, 2019 through June 11, 2020, plus EBITDA and Adjusted EBITDA for the post-Merger period through September 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 September 30, 2020 (in thousands).

 
 
Old Bristow
 
Era Group Inc.
 
Legacy Era
 
Bristow Group Inc.
 
Pro Forma
 
 
October 1, 2019 - June 30, 2020
 
October 1, 2019 - June 11, 2020
 
June 12 - 30, 2020
 
QTD
September 30, 2020
 
LTM September 30, 2020
Net income (loss)
 
$
(289,416
)
 
$
(26,159
)
 
$
(4,305
)
 
$
(27,992
)
 
$
(347,872
)
Depreciation and amortization
 
52,374

 
26,662

 
443

 
18,537

 
98,016

Interest expense
 
113,954

 
9,606

 
749

 
13,445

 
137,754

Income tax (benefit) expense
 
(17,204
)
 
(4,350
)
 
508

 
8,578

 
(12,468
)
EBITDA
 
$
(140,292
)
 
$
5,759

 
$
(2,605
)
 
$
12,568

 
$
(124,570
)
Special items (1)
 
253,109

 
21,898

 
2,502

 
33,202

 
310,711

Adjusted EBITDA
 
$
112,817

 
$
27,657

 
$
(103
)
 
$
45,770

 
$
186,141

(Gains) losses on asset dispositions, net
 
(5,325
)
 
(2,920
)
 
5

 
8,473

 
233

Adjusted EBITDA excluding asset dispositions
 
$
107,492

 
$
24,737

 
$
(98
)
 
$
54,243

 
$
186,374

(1)Special items include the following:
 
 
Old Bristow
 
Era Group Inc.
 
Legacy Era
 
Bristow Group Inc.
 
Pro Forma
 
 
October 1, 2019 - June 30, 2020
 
October 1, 2019 - June 11, 2020
 
June 12 - 30, 2020
 
QTD
September 30, 2020
 
LTM September 30, 2020
Bankruptcy related costs
 
$
454,906

 
$

 
$

 
$

 
$
454,906

Loss on impairments
 
28,824

 
2,369

 

 
17,596

 
48,789

Merger-related costs
 
21,433

 
18,933

 
2,317

 
4,497

 
47,180

PBH intangible amortization
 
20,453

 
596

 
185

 
5,644

 
26,878

Organizational restructuring costs
 
3,627

 

 

 
13,326

 
16,953

Early extinguishment of debt fees
 
615

 

 

 

 
615

Government grants(2)
 
(1,760
)
 

 

 
(2,201
)
 
(3,961
)
Bargain purchase gain
 
(75,433
)
 

 

 
(5,660
)
 
(81,093
)
Change in fair value of preferred stock derivative liability
 
(199,556
)
 

 

 

 
(199,556
)
 
 
$
253,109

 
$
21,898

 
$
2,502

 
$
33,202

 
$
310,711

___________________________ 
(2)  COVID-19 related government relief grants




12



Adjusted Free Cash Flow Reconciliation
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
 
Three Months Ended  September 30, 2020
 
Three Months Ended  June 30, 2020
Net cash provided by (used in) operating activities
$
41,857

 
$
(6,866
)
Plus: Proceeds from disposition of property and equipment
40,475

 
11,665

Less: Purchases of property and equipment
(4,523
)
 
(2,849
)
Free Cash Flow
$
77,809

 
$
1,950

Plus: Organizational restructuring costs
13,326

 
4,176

Plus: Merger-related costs
4,026

 
19,743

Less: Government grants
(2,201
)
 
(1,760
)
Adjusted Free Cash Flow
$
92,960

 
$
24,109

Net (proceeds from)/purchases of property and equipment (“Net Capex”)
(35,952
)
 
(8,816
)
Adjusted Free Cash Flow excluding Net Capex
$
57,008

 
$
15,293


13



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

 
30

 

 
65

 
19

S-92A U.K. SAR
 
3

 
9

 

 
12

 
19

H225
 

 

 
2

 
2

 
19

AW189
 
6

 
1

 

 
7

 
16

AW189 U.K. SAR 
 
11

 

 

 
11

 
16

 
 
55

 
40

 
2

 
97

 
 
Medium Helicopters:
 
 
 
 
 
 
 
 
 
 
AW139
 
53

 
8

 

 
61

 
12

S-76 C+/C++
 
28

 

 
3

 
31

 
12

S-76D
 
8

 

 
2

 
10

 
12

B212
 
3

 

 

 
3

 
12

B412
 

 

 
2

 
2

 
13

 
 
92

 
8

 
7

 
107

 
 
Light—Twin Engine Helicopters:
 
 
 
 
 
 
 
 
 
 
AW109
 
6

 

 

 
6

 
7

EC135
 
10

 

 

 
10

 
6

BO105
 
2

 

 

 
2

 
4

 
 
18

 

 

 
18

 
 
Light—Single Engine Helicopters:
 
 
 
 
 
 
 
 
 
 
AS350
 
17

 

 

 
17

 
4

AW119
 
13

 

 

 
13

 
7

B407
 
7

 

 

 
7

 
6

 
 
37

 

 

 
37

 
 
 
 
 
 
 
 
 
 
 
 
 
Total Helicopters
 
202

 
48

 
9

 
259

 
 
Fixed wing
 
7

 
5

 
3

 
15

 
 
UAV
 

 
2

 

 
2

 
 
Total Fleet
 
209

 
55

 
12

 
276

 
 
The chart below presents the number of aircraft in our fleet and their distribution among the regions in which we operate as of September 30, 2020 and the percentage of operating revenue that 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
 
57
%
 
66

 
15

 

 
4

 
2

 

 
87

Africa
 
10
%
 
7

 
22

 

 

 

 
3

 
32

Americas
 
27
%
 
24

 
68

 
18

 
33

 

 

 
143

Asia Pacific
 
6
%
 

 
2

 

 

 

 
12

 
14

Total
 
100
%
 
97

 
107

 
18

 
37

 
2

 
15

 
276


14
ex992brsq2fy21earningspr
Exhibit 99.2 Q2 FY21 Earnings Presentation November 5, 2020


 
Q2 FY21 Earnings Call Agenda Crystal Gordon I. Introduction SVP and General Counsel Chris Bradshaw II. Operational Highlights President and CEO Jennifer Whalen III. Financial Review SVP and CFO Chris Bradshaw IV. Concluding Remarks President and CEO V. Questions & Answers 2


 
Cautionary Statement Regarding Forward-Looking Statements This presentation contains “forward-looking statements.” Forward-looking statements represent 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/the “Proxy Statement”), 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 September 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 and Pro Forma Financial Measures Non-GAAP In addition to financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), this presentation includes certain non-GAAP measures including EBITDA, Adjusted EBITDA, Net Debt, Free Cash Flow and Adjusted Free Cash Flow. EBITDA and Adjusted EBITDA are presented 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. Since neither EBITDA nor Adjusted EBITDA is a recognized term under GAAP, 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. 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. 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, the implementation of fresh-start accounting and the voluntary petitions filed by Old Bristow and certain of its subsidiaries on May 11, 2019 in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division seeking relief under Chapter 11 of Title 11 of the U.S. Code (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 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, Free Cash Flow, Adjusted Free Cash Flow. and net debt is included elsewhere in this presentation. Pro Forma This presentation also includes certain financial information provided on a “pro forma” basis to reflect the consummation of the Merger and certain related transactions. The results of operations data was prepared assuming the Merger and related transactions occurred at the beginning of the applicable period. The balance sheet data only gives pro forma effect to the Merger and related transactions and was prepared assuming those transactions occurred on September 30, 2020. Pro forma financial information included in this presentation has been prepared in accordance with guidance set forth in Article 11 of Regulation S-X. As a result, we do not believe our pro forma information are non-GAAP financial measures. Pro forma financial information does not necessarily reflect the actual results that we would have achieved had the pro forma transactions been consummated on the date or dates indicated nor does it reflect our potential future results. 4


 
Global Leadership Position in Helicopter Industry • Bristow and Era merged on June 11, 2020, forming a Pro Forma LTM Revenue by Region(1) larger, more diverse industry leader . Bristow was the accounting acquirer . Periods prior to the merger only include operating results of legacy Bristow Group Inc. • Bristow remains headquartered in Houston, TX and publicly traded on the NYSE (Ticker: VTOL) • Pro forma LTM revenues of $1.3 billion(1) • Global leader in offshore oil and gas personnel transportation, with significant end market diversification from government services contracts Aircraft Fleet(2) including UK SAR • 3,294 employees, including 915 pilots and 943 mechanics(2) • Diverse fleet of 276 aircraft(2) . Mostly owned (80%) with attractive lease rates on the balance of the fleet 276 (1) Reflects pro forma 9/30/2020 LTM revenue; see page 20 for reconciliation (2) As of 9/30/2020 5


 
Why Invest in Bristow 6


 
Substantial and Highly Achievable Cost Synergies Identified Substantial and Highly Achievable Cost Synergies Identified G&A Savings  Elimination of redundant corporate expenses Fleet Cost Savings  Realization of operational efficiencies in the U.S. Gulf of Mexico  Optimization of aircraft maintenance programs and Other OpEx Savings fleet utilization  Synergies expected to be realized in the first ~12 to 24 months following the close of the Merger +$45 Million Annual Run-Rate Savings As of October 30th, synergy projects representing ~$20 million of annualized run-rate savings have been completed 7


 
Strong Balance Sheet and Financial Flexibility • Total available liquidity as of September 30, 2020 was $358.6 million . $301.4 million in unrestricted cash balances . $57.2 million of remaining availability under the Company’s ABL facility • Net debt of $394 million as of September 30, 2020 • Pro Forma LTM Adjusted EBITDA of $186 million(1) for the 12 months ended September 30, 2020 • Bristow generated $57 million of Adjusted Free Cash Flow excluding Net Capex(2) in the three months ended September 30, 2020 • All of the Company's unfunded capital commitments may be canceled without further liability other than forfeiture of previously paid deposits of $2.1 million • During the current quarter, the Company repurchased 345,327 shares for consideration of $7.6 million (1) See page 17 for reconciliation of LTM Adjusted EBITDA (2) “Net Capex” is defined as net (proceeds from)/purchases of property and equipment. See page 18 for reconciliation of Adjusted Free Cash Flow 8


 
Q2 FY21 Results – Pro Forma Sequential Quarter Comparison • Operating revenues were $0.9 million lower than pro forma Q1 FY21 (“Q1 FY21”)(1) Operating Revenue(1) . Lower revenues from oil and gas services primarily due to a decrease in utilization, partially offset by increased activity in fixed wing services and UK SAR • Operating expenses were $15.3 million higher in Q2 primarily due to severance costs and increased fuel costs • General and administrative expenses were $28.6 million lower primarily due to the absence of closing costs related to the Merger Adjusted EBITDA, excl. Asset Sales(1) • Earnings from unconsolidated affiliates were $1.9 million compared to losses of $2.0 million in Q1 FY21 • Foreign exchange gains increased by $5.4 million • Adjusted EBITDA, excl. asset sales, increased by $6.2 million • Adjusted EBITDA excludes special items (such as the severance costs and closing costs noted above). See page 14 and 15 for a description of special items and reconciliation to net income (1) Unless otherwise noted, all information for Q1 FY21 is provided on a pro forma basis 9


 
Q2 FY21 Results – Pro Forma Calendar Quarter Comparison • Operating revenues were $67.9 million lower than pro Operating Revenue(1) forma Q2 FY20 (“Q2 FY20”) primarily due to lower utilization in oil and gas and fixed wing services(1) • Operating expenses were $44.2 million lower due to decreased activity and lower lease costs due to aircraft lease rejections in Chapter 11 Cases and the absence of lease return costs • General and administrative expenses were $3.2 million lower primarily due to lower compensation costs, partially offset by increased professional services fees • Q2 FY21 foreign exchange gains were $6.9 million Adjusted EBITDA, excl. Asset Sales(1) compared to losses of $6.5 million in Q2 FY20 • Adjusted EBITDA, excl. asset sales, increased by $15.7 million • Adjusted EBITDA excludes special items. See page 14 and 16 for a description of special items and reconciliation to net income (1) Unless otherwise noted, all information for Q2 FY20 is provided on a pro forma basis 10


 
Appendix 11


 
Fleet Overview (1) 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 2 AW189 6 1 — 7 AW189 U.K. SAR 11 — — 11 55 40 2 97 Medium Helicopters: AW139 53 8 — 61 S-76 C+/C++ 28 — 3 31 S-76D 8 — 2 10 B212 3 — — 3 B412 — — 2 2 92 8 7 107 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 7 — — 7 37 — — 37 Total Helicopters 202 48 9 259 Fixed wing 7 5 3 15 UAV — 2 — 2 Total Fleet 209 55 12 276 (1) As of 9/30/2020 12


 
Strong Balance Sheet and Liquidity Position ($millions, as of 9/30/2020) Amount Rate Maturity Cash $301  Bristow has $301.4 million of unrestricted cash and total liquidity (2) of $358.6 million(1) ABL ($80mm) - L+250 bps Apr-23 PK Air Debt 209 L+500 bps Jan-25  On August 18, 2020, Bristow Macquarie Debt 154 L+535 bps Mar-23 entered into an amendment to its Lombard Debt (BULL) 89 L+225 bps Dec-23 ABL facility, expanding the Lombard Debt (BALL) 74 L+225 bps Jan-24 allowable borrowing base and Promissory Notes 17 L+181 bps Dec-20 increasing the total commitment to Airnorth 7 L+285 bps Apr-23 $80 million, including a $5 million Other Debt 0 LILO tranche Total Secured Debt $551  As of September 30, 2020, the availability under the amended Senior Unsecured Notes $144 7.750% Dec-22 ABL was $57.2 million Total Debt $695 (Less): Cash (301) Net Debt $394 (1) Balances reflected as of 9/30/2020 (2) As of 9/30/2020, the ABL had $9 million in letters of credit drawn against it 13


 
Quarterly Reconciliation of Non-GAAP Financial Measures Successor Predecessor Three Months Ended Three Months Ended Adjusted EBITDA reconciliation ($000s) September 30, 2020 June 30, 2020 September 30, 2019 Net income (loss) $ (27,992) $ 71,404 $ (162,919) Depreciation and amortization 18,537 16,356 31,303 Interest expense 13,445 12,504 22,715 Income tax (benefit) expense 8,578 (3,290) (21,782) EBITDA $ 12,568 $ 96,974 $ (130,683) Special items (1) 33,202 (47,194) 158,157 Adjusted EBITDA $ 45,770 $ 49,780 $ 27,474 (Gains) losses on asset dispositions, net 8,473 (5,522) 230 Adjusted EBITDA excluding asset dispositions $ 54,243 $ 44,258 $ 27,704 Successor Predecessor Three Months Ended Three Months Ended (1) Special items ($000s) September 30, 2020 June 30, 2020 September 30, 2019 Organizational restructuring costs $ 13,326 $ 3,011 $ 2,533 Loss on impairment 17,596 19,233 62,101 PBH intangible amortization 5,644 5,136 — Merger-related costs 4,497 17,420 — Government grants (2,201) (1,760) — Bargain purchase gain (5,660) (75,433) — Early extinguishment of debt fees — 615 — Change in fair value of preferred stock derivative liability — (15,416) — Bankruptcy related costs — — 93,943 Loss on sale of subsidiaries — — (420) $ 33,202 $ (47,194) $ 158,157 14


 
Pro Forma Q1 FY21 Reconciliation Era Group Old Bristow Inc. Legacy Era Pro Forma Three Months Three Months Ended April 1, 2020 - June 12 - 30, Ended June 30, 2020 June 11, 2020 2020 June 30, 2020 Net income (loss) $ 75,708 $ (18,059) $ (4,305) $ 53,344 Depreciation and amortization 15,914 7,818 443 24,175 Interest expense 11,755 2,650 749 15,154 Income tax (benefit) expense (3,798) (2,467) 508 (5,757) EBITDA $ 99,579 $ (10,058) $ (2,605) $ 86,916 Special items (1) (49,696) 13,744 2,502 (33,450) Adjusted EBITDA $ 49,883 $ 3,686 $ (103) $ 53,466 (Gains) losses on asset dispositions, net (5,527) 141 5 (5,381) Adjusted EBITDA excluding asset dispositions $ 44,356 $ 3,827 $ (98) $ 48,085 Era Group (1) Special items include the following: Old Bristow Inc. Legacy Era Pro Forma Three Months Three Months Ended April 1, 2020 - June 12 - 30, Ended June 30, 2020 June 11, 2020 2020 June 30, 2020 Loss on impairments $ 19,233 $ — $ — $ 19,233 Merger-related costs 15,103 13,575 2,317 30,995 PBH intangible amortization 4,951 169 185 5,305 Organizational restructuring costs 3,011 — — 3,011 Early extinguishment of debt fees 615 — — 615 Government grants (1,760) — — (1,760) Change in fair value of preferred stock derivative liability (15,416) — — (15,416) Bargain purchase gain (75,433) — — (75,433) $ (49,696) $ 13,744 $ 2,502 $ (33,450) 15


 
Pro Forma Q2 FY20 Reconciliation Era Group Old Bristow Inc. Pro Forma Net income (loss) $ (162,919) $ (2,059) $ (164,978) Depreciation and amortization 31,303 9,312 40,615 Interest expense 22,715 3,464 26,179 Income tax (benefit) expense (21,782) 515 (21,267) EBITDA $ (130,683) $ 11,232 $ (119,451) Special items (1) 158,157 396 158,553 Adjusted EBITDA $ 27,474 $ 11,628 $ 39,102 (Gains) losses on asset dispositions, net 230 (754) (524) Adjusted EBITDA excluding asset dispositions $ 27,704 $ 10,874 $ 38,578 (1) Special items include the following: Era Group Old Bristow Inc. Pro Forma Bankruptcy related costs $ 93,943 $ — $ 93,943 Loss on impairments 62,101 — 62,101 Organizational restructuring costs 2,533 — 2,533 Gain on disposal of subsidiaries (420) — (420) Merger-related costs — 182 182 PBH intangible amortization — 214 214 $ 158,157 $ 396 $ 158,553 16


 
Reconciliation of Pro Forma LTM Adjusted EBITDA Era Group Bristow Old Bristow Inc. Legacy Era Group Inc. Pro Forma October 1, October 1, QTD LTM 2019 - June 2019 - June June 12 - 30, September September 30, 30, 2020 11, 2020 2020 30, 2020 2020 Net income (loss) $ (289,416) $ (26,159) $ (4,305) $ (27,992) $ (347,872) Depreciation and amortization 52,374 26,662 443 18,537 98,016 Interest expense 113,954 9,606 749 13,445 137,754 Income tax (benefit) expense (17,204) (4,350) 508 8,578 (12,468) EBITDA $ (140,292) $ 5,759 $ (2,605) $ 12,568 $ (124,570) Special items (1) 253,109 21,898 2,502 33,202 310,711 Adjusted EBITDA $ 112,817 $ 27,657 $ (103) $ 45,770 $ 186,141 (Gains) losses on asset dispositions, net (5,325) (2,920) 5 8,473 233 Adjusted EBITDA excluding asset dispositions $ 107,492 $ 24,737 $ (98) $ 54,243 $ 186,374 (1) Special items include the following: Era Group Bristow Old Bristow Inc. Legacy Era Group Inc. Pro Forma October 1, October 1, QTD LTM 2019 - June 2019 - June June 12 - 30, September September 30, 30, 2020 11, 2020 2020 30, 2020 2020 Bankruptcy related costs $ 454,906 $ — $ — $ — $ 454,906 Loss on impairments 28,824 2,369 — 17,596 48,789 Merger-related costs 21,433 18,933 2,317 4,497 47,180 PBH intangible amortization 20,453 596 185 5,644 26,878 Organizational restructuring costs 3,627 — — 13,326 16,953 Early extinguishment of debt fees 615 — — — 615 Government grants (1,760) — — (2,201) (3,961) Bargain purchase gain (75,433) — — (5,660) (81,093) Change in fair value of preferred stock derivative liability (199,556) — — — (199,556) $ 253,109 $ 21,898 $ 2,502 $ 33,202 $ 310,711 17


 
Reconciliation of Adjusted Free Cash Flow Successor Three Months Ended Three Months September 30, 2020 Ended June 30, 2020 Net cash provided by (used in) operating activities $ 41,857 $ (6,866) Plus: Proceeds from disposition of property and equipment 40,475 11,665 Less: Purchases of property and equipment (4,523) (2,849) Free Cash Flow $ 77,809 $ 1,950 Plus: Organizational restructuring costs 13,326 4,176 Plus: Merger-related costs 4,026 19,743 Less: Government grants (2,201) (1,760) Adjusted Free Cash Flow $ 92,960 $ 24,109 Net (proceeds from)/purchases of property and equipment (“Net Capex”) (35,952) (8,816) Adjusted Free Cash Flow excluding Net Capex $ 57,008 $ 15,293 18


 
Operating Revenues and Flight Hours by Line of Service 19


 
Reconciliation of Pro Forma LTM Operating Revenues 20