J.P. Morgan 2020 Energy, Power & Renewables Conference June 23, 2021 Exhibit 99.1
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; the possibility that we may be unable to maintain compliance with covenants in our financing agreements; fluctuations in worldwide prices of and demand for oil and natural gas; fluctuations in levels of oil and natural gas exploration, development and production activities; fluctuations in the demand for our services; the possibility that we may impair our long-lived assets, including goodwill, inventory, property and equipment and investments in unconsolidated affiliates; our ability to implement operational improvement efficiencies with the objective of rightsizing our global footprint and further reducing our cost structure; the possibility of significant changes in foreign exchange rates and controls, including as a result of the U.K. having exited from the European Union (“E.U.”) (“Brexit”); the impact of continued uncertainty surrounding the effects Brexit will have on the British, E.U. and global economies and demand for oil and natural gas; potential effects of increased competition; the risk of future material weaknesses we may identify while we work to align policies, principles, and practices of the combined company following the Merger or any other failure by us to maintain effective internal controls; the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; the possibility of changes in tax and other laws and regulations, and policies, including, without limitation, actions of the Biden Administration that impact oil and gas operations or favor renewable energy projects in the U.S.; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; general economic conditions, including the capital and credit markets; the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely; the existence of operating risks inherent in our business, including the possibility of declining safety performance; the possibility of political instability, war or acts of terrorism in any of the countries where we operate; the possibility that reductions in spending on aviation services by governmental agencies could lead to modifications of our search and rescue (“SAR”) contract terms with the U.K. government, our contracts with the Bureau of Safety and Environmental Enforcement ("BSEE") or delays in receiving payments under such contracts; and our reliance on a limited number of helicopter manufacturers and suppliers. 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 Annual Report on Form 10-K for the fiscal year ended March 31, 2021, 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 United States Securities and Exchange Commission (the “SEC”), all of which are accessible on the SEC’s website at www.sec.gov.
3 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 unrestricted cash and cash equivalents. 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 pro forma results were prepared by combining the pre-merger results of operations of Bristow Group and Old Era without further adjustment. As a result, we 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. Non-GAAP Financial Measures Reconciliation
4 Today’s Presenters Jennifer Whalen SVP, Chief Financial Officer Chris Bradshaw President and Chief Executive Officer
5 Safety Note • Safety is Bristow’s most important core value and highest operational priority • Robust safety management system (SMS) With third-party accreditation resulting from numerous external audits • Bristow’s fleet is configured with the latest safety equipment • Bristow is a founding member of HeliOffshore, an industry association focused on safety, now with over 100 members from all regions of the world
6 Why Invest in Bristow Diverse Customer Base and End Markets Well Positioned for Additional Strategic Opportunities Strong Balance Sheet with Robust Free Cash Flow Generation Meaningful Value Enhancement from Achievement of Cost Synergies Global Leader in Offshore Helicopter Operations
7 Global Leadership Position in Helicopter Industry Aircraft Fleet (2) • Leading global provider of vertical flight solutions, primarily offshore oil and gas personnel transportation, with significant end market diversification from government services contracts • Pro forma FY21 revenues of $1.2 billion(1) • Diverse fleet of 247 aircraft; primarily owned (80%) with attractive lease rates on the balance of the fleet • 3,168 employees, including 833 pilots and 824 mechanics(2) • Bristow and Era merged on June 11, 2020, forming a larger, more diverse industry leader • +$50mm annual run-rate synergies expected with ~$30mm annual run-rate savings achieved at 3/31/21 • Legacy Bristow was the accounting acquirer • Periods prior to the merger only include operating results of legacy Bristow Group Inc. • Headquartered in Houston, TX and publicly traded on the NYSE (Ticker: VTOL) Revenue by Region (1) 1) Reflects pro forma 3/31/2021 LTM revenue, see page 21 for reconciliation 2) As of 3/31/2021 247 $1.2 bn
8 G&A Savings Other OpEx Savings +$50 Million Annual Run-Rate Savings Fleet Cost Savings Substantial and Highly Achievable Cost Synergies As of March 31th, synergy projects representing ~$30mm of annualized run-rate savings have been completed Elimination of redundant corporate expenses Realization of operational efficiencies in the U.S. Gulf of Mexico Optimization of aircraft maintenance programs and fleet utilization Synergies expected to be realized within the first 24 months following the close of the Merger
9 Significant Presence in Key Regions Global Presence 1 Attractive Geographic Footprint Significant presence in key offshore regions: U.S. Gulf of Mexico Norway United Kingdom Brazil Nigeria Trinidad, Guyana, Suriname 1) Reflects pro forma 3/31/2021 LTM revenue, see page 21 for reconciliation Operating Presence Dry Lease/PartnershipBristow Headquarters Trinidad $1.2 bn
10 Enhanced Customer and End-Market Diversification Revenue by End-Market 1 Government Services Revenue UK SAR and BSEE contracts provide meaningful diversification from oil price volatility UK SAR Contract Overview UK SAR Revenue Structure In April 2015, Bristow began its UK SAR operations with a contractual term of eight to ten years and potential extension options Ten bases and 21 SAR-equipped heavy helicopters Generates significant EBITDA and cash flow Flight Hours, 15% 1) Reflects pro forma 3/31/2021 LTM operating revenue; see page 21 for reconciliation. Government Services includes UK SAR and BSEE contracts Approximately 80% of our oil and gas business supports production activities, meaning only ~15% of total revenues are currently supporting drilling activity On September 29, 2020, Bristow announced a contract extension to continue delivering UK SAR services for the Maritime and Coastguard Agency until December 31, 2026 $1.2bn Monthly Standing Charge (MSC), 85%
11 Overview of UK SAR contract • Summer 2021: invitation to tender for new UK SAR 2G contract • Year End 2022: UK SAR 2G contract awarded • Fall 2024: Transition to UK SAR 2G • December 2026: Completion of service transition to 2G contract • Ten year contract expiring 12/31/2026 • Higher margin business resulting in higher proportional share of Company FCF relative to LTM revenue • Between April 1, 2015 and March 31, 2020, Bristow completed 11,728 taskings Between April 1, 2017 and March 31, 2020, Bristow rescued 4,854 people1 • Ten strategic bases across the UK and 21 SAR equipped aircraft UK SAR Contract 1) The UK Government began reporting the people rescued data during the year ended March 31, 2018 2) Search and Rescue Helicopter Statistics, Department for Transport • Good relationship with the UK Government evidenced by the contract extension granted in September 2020 • Established record of safe and reliable operations • Strong balance sheet and liquidity position • Significant experience providing UAV and Fixed Wing services, which are both expected to be part of the 2G contract VTOL is well positioned to win UK SAR 2G Tasking Locations by Base (April 2019 to March 2020) 2 Well Positioned for UK SAR 2G
12 Key Government SAR Opportunities Country/Client Incumbent Aircraft Required Contract Start (CY) Duration Netherlands/ Coastguard 2x Heavy 2022 10 Years Dutch Antilles/ Coastguard 2x Medium 2022 10 Years Ireland/ Coast Guard 4x - 5x Super Medium 2023(1) 10 Years MCA (UK SAR)/ Coastguard Up to 20 mixed fleet of Medium/Heavy 2024 10 Years+ Falklands/ UK Military 3x Heavy + 2x Super Medium 2026(2) 10 Years+ 1) Existing contract has been extended by 1-year by the Irish Coast Guard 2) Existing contract has 2x 1-year options available Over ~$3 billion of potential Government SAR contracts up for competition over the next few years
13 • In Q4 FY21, closed debt offering of $400.0 million 6.875% senior secured notes due March 2028, utilizing proceeds and cash to repay approximately $484.7 million in debt • Unfunded capital commitments for aircraft purchases may be canceled without further liability other than forfeiture of previously paid deposits of $2.1 million Key Financial Highlights 1) Amounts shown as of 3/31/2021 2) Comprised of $228.0 million in unrestricted cash balances and $56.1 million of remaining availability under ABL Facility. See page 18 for reconciliation 3) See page 20 for reconciliation of Adjusted Free Cash Flow 4) See page 19 for reconciliation of Pro forma LTM Adjusted EBITDA $284.1mm Available Liquidity(1) (2) $346.0mm Net Debt(2) $54.9mm Q4 FY21 Adjusted Free Cash Flow(3) $181.0mm Pro Forma LTM Adj. EBITDA(4)
14 Strong Free Cash Flow Generation Since Merger Bristow generated $141 million of Adj. Free Cash Flow Excluding Net Capex and $185 million of Adj. Free Cash Flow in the nine months since the merger close 1) Quarters ended 9/30/20, 12/31/20 and 3/31/2021. See page 20 for reconciliation
15 Scheduled Lease Expirations $19mm 15 10 12 8 Lease Roll Off By Year (1) (2) 1) Dollar values reflect annual lease costs of those aircraft; actual lease savings would vary based on return dates; includes UK SAR lease savings 2) Lease roll off savings for FY25 and beyond 3) FY22 includes leases that have already been returned as well as leases that will expire during the remainder of the fiscal year $23mm $15mm$17mm (3)
Appendix
17 Fleet Overview Number of Aircraft(1) Type Owned Aircraft Leased Aircraft Aircraft Held For Sale Consolidated Aircraft Average Age (years)(2) Heavy Helicopters: S-92 35 28 — 63 12 S-92 U.K. SAR 3 7 — 10 7 H225 — — 2 2 10 AW189 6 1 — 7 6 AW189 U.K. SAR 11 — — 11 5 55 36 2 93 Medium Helicopters: AW139 52 7 — 59 10 S-76 C+/C++ 21 — — 21 13 S-76D 8 — 2 10 7 B212 3 — — 3 39 84 7 2 93 Light—Twin Engine Helicopters: AW109 6 — — 6 15 EC135 10 — — 10 12 BO105 2 — — 2 35 18 — — 18 Light—Single Engine Helicopters: AS350 17 — — 17 23 AW119 13 — — 13 14 30 — — 30 Total Helicopters 187 43 4 234 12 Fixed wing 7 4 — 11 UAV — 2 — 2 Total Fleet 194 49 4 247 1) As of 3/31/21 2) Reflects the average age of helicopters owned
18 Strong Balance Sheet and Liquidity Position During Q4 FY21, Bristow issued $400mm of 6.875% Senior Secured Notes due March 2028 and paid off 7.750% Senior Notes, PK and Macquarie debt Bristow has $228.0 million of unrestricted cash and total liquidity of $284.1 million(1) As of March 31, 2021, the availability under the amended ABL was $56.1 million(2) 1) Balances reflected as of 3/31/2021 2) As of 03/31/2021, the ABL had $19mm in letters of credit drawn against it; Subsequent to March 31, 2021, the ABL was amended to increase the maximum availability from $80mm to $85mm 3) Total debt includes other debt of $0.3 million Amount Rate Maturity ($ in mm, as of 3/31/2021) Cash $ 231 ABL ($85mm)(2) — L+250 bps Apr-23 Senior Secured Notes $ 400 6.875% Mar-28 Lombard Debt (BULL) 92 L+225 bps Dec-23 Lombard Debt (BALL) 76 L+225 bps Jan-24 Airnorth 6 L+285 bps Apr-23 Total Secured Debt(3) $ 574 Less: Unrestricted Cash $ (228) Net Debt $ 346
19 Reconciliation of Pro Forma LTM Adjusted EBITDA Old Bristow Era Group Inc. Legacy Era Bristow Group Inc. Pro Forma April 1, 2020 - June 30, 2020 April 1, 2020 - June 11, 2020 June 12 - 30, 2020 July 1, 2020 - March 31, 2021 LTM March 31, 2021 Net income (loss) $ 75,708 $ (18,059) $ (4,305) $ (127,689) $ (74,345) Depreciation and amortization 15,914 7,818 443 53,722 77,897 Interest expense 11,754 2,650 749 38,756 53,909 Income tax (benefit) expense (3,798) (2,467) 508 2,933 (2,824) EBITDA $ 99,578 $ (10,058) $ (2,605) $ (32,278) $ 54,637 Special items (1) (49,446) 13,743 2,502 151,176 117,975 Adjusted EBITDA $ 50,132 $ 3,685 $ (103) $ 118,898 $ 172,612 (Gains) losses on asset dispositions, net (5,527) 141 5 13,721 8,340 Adjusted EBITDA excluding asset dispositions $ 44,605 $ 3,826 $ (98) $ 132,619 $ 180,952 Old Bristow Era Group Inc. Legacy Era Bristow Group Inc. Pro Forma (1) Special items include the following: April 1, 2020 - June 30, 2020 April 1, 2020 - June 11, 2020 June 12 - 30, 2020 July 1, 2020 - March 31, 2021 LTM March 31, 2021 Loss on impairments $ 19,233 $ — $ — $ 72,027 $ 91,260 Merger-related costs 15,103 13,575 2,317 25,422 56,417 PBH intangible amortization 4,951 168 185 15,249 20,553 Bankruptcy related costs 250 — — (1,101) (851) Organizational restructuring costs 3,011 — — 22,760 25,771 Loss on early extinguishment of debt 615 — — 28,744 29,359 Government grants(2) (1,760) — — (3,651) (5,411) Bargain purchase gain (75,433) — — (5,660) (81,093) Change in fair value of preferred stock derivative liability (15,416) — — — (15,416) Insurance proceeds — — — (2,614) (2,614) $ (49,446) $ 13,743 $ 2,502 $ 151,176 $ 117,975
20 Reconciliation of Free Cash Flow June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 LTM Net cash provided by (used in) operating activities $ (6,866) $ 41,857 $ 25,078 $ 36,776 $ 96,845 Plus: Proceeds from disposition of property and equipment 11,665 40,475 14,361 1,381 67,882 Less: Purchases of property and equipment (2,849) (4,523) (3,860) (3,612) (14,844) Free Cash Flow $ 1,950 $ 77,809 $ 35,579 $ 34,545 $ 149,883 Plus: Organizational restructuring costs 4,176 13,326 1,547 1,939 20,988 Plus: Merger-related costs 19,743 4,026 1,247 18,827 43,843 Less: Government grants (1,760) (2,201) (1,075) (375) (5,411) Adjusted Free Cash Flow $ 24,109 $ 92,960 $ 37,298 $ 54,936 $ 209,303 Net (proceeds from)/purchases of property and equipment (“Net Capex”) (8,816) (35,952) (10,501) 2,231 (53,038) Adjusted Free Cash Flow excluding Net Capex $ 15,293 $ 57,008 $ 26,797 $ 57,167 $ 156,265
21 Reconciliation of Pro Forma LTM Operating Revenues Quarter Ended June 2020 September 2020 December 2020 March 2021 LTM Revenue Europe Caspian $ 159.6 $ 158.0 $ 152.1 $ 156.0 $ 625.7 Americas 92.8 94.3 99.1 81.4 367.6 Africa 31.5 22.7 24.7 21.1 100.0 Asia Pacific 12.7 20.6 20.8 21.5 75.6 Corp and Other 0.1 0.1 3.6 1.5 5.3 Total $ 296.7 $ 295.7 $ 300.3 $ 281.5 $ 1,174.2