Bristow : Earnings Presentation FY 2023

Q4 and Full Year 2023 Earnings Presentation

March 6, 2024

Q4 2023 Earnings Call

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Introduction

Redeate (Red) Tilahun

Senior Manager, Investor Relations and Financial Reporting

Operational Highlights

Chris Bradshaw

President and CEO

Financial Review

Jennifer Whalen

SVP, Chief Financial Officer

Concluding Remarks

Chris Bradshaw

President and CEO

Questions & Answers

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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 and, for the avoidance of doubt, include all statements herein regarding the Company's financial targets for the periods mentioned and operational outlook. 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 (including the Company's financial targets for the periods mentioned and operational outlook) 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 except as may be required by applicable law. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: public health crises, such as pandemics (including COVID-19) and epidemics, and any related government policies and actions; any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions; our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility; our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition; the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses; the possibility that we may be unable to maintain compliance with covenants in our financing agreements; global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries (OPEC) and other producing countries; fluctuations in the demand for our services; the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates; the possibility of significant changes in foreign exchange rates and controls; potential effects of increased competition and the introduction of alternative modes of transportation and solutions; 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 governments that impact oil and gas operations or favor renewable energy projects; 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 portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events); 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 where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect search and rescue ("SAR") contract terms or otherwise delay service or the receipt of payments under such contracts; the effectiveness of our environmental, social and governance initiatives; the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers; our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 fleet. If one or more of the foregoing risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. 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 year ended December 31, 2023 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 Annual Report 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. This presentation includes an illustrative calculation of the Company's Net Asset Value ("NAV"). The Company's NAV is based upon the market value of the Company's owned helicopters (as determined by third-partyappraisals) plus the book value of the Company's other assets less the Company's liabilities. For the purposes of this NAV calculation, the market value of the Company's helicopters is pulled directly from valuation specialists' and third-partyanalysts' reports. When using third party reports, the market value is as of the date of such report and is not updated to reflect factors that may impact the valuation since the date of such report, including fluctuations in foreign currency exchange rates, oil and gas prices and the balance of supply and demand of helicopters. There is no assurance that market value of an asset represents the amount that the Company could obtain from an unaffiliated third-partyin an arm's length sale of the asset, the fleet or the Company.

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Non-GAAP Financial Measures Reconciliation

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. Each of these measures, detailed below, have limitations, and are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in the Company's financial statements prepared in accordance with GAAP (including the notes), included in the Company's filings with the SEC and posted on the Company's website.

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 and noted in the applicable reconciliation. The Company includes EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of its operating performance. Management believes that the use of EBITDA and Adjusted EBITDA is meaningful to investors because it provides information with respect to the Company's ability to meet its future debt service, capital expenditures and working capital requirements and the financial performance of the Company's assets without regard to financing methods, capital structure or historical cost basis. Neither EBITDA nor Adjusted EBITDA is a recognized term under 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.

There are two main ways in which foreign currency fluctuations impact on the Company's reported financials. The first is primarily non-cash foreign exchange gains (losses) that are reported in the Other Income line on the Income Statement. These are related to the revaluation of balance sheet items, typically do not impact cash flows, and thus are excluded in the Adjusted EBITDA presentation. The second is through impacts to certain revenue and expense items, which impact the Company's cash flows. The primary exposure is the GBP/USD exchange rate.

This presentation provides a reconciliation of net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (in thousands, unaudited). The Company is unable to provide a reconciliation of forecasted Adjusted EBITDA for 2023 and 2024 included in this presentation to projected net income (GAAP) for the same periods because components of the calculation are inherently unpredictable. The inability to forecast certain components of the calculation would significantly affect the accuracy of the reconciliation. Additionally, the Company does not provide guidance on the items used to reconcile projected Adjusted EBITDA due to the uncertainty regarding timing and estimates of such items. Therefore, the Company does not present a reconciliation of forecasted Adjusted EBITDA to net income (GAAP) for 2023 or 2024.

Free Cash Flow represents the Company's net cash provided by operating activities less maintenance capital expenditures. In prior periods, the Company's Free Cash Flow was calculated as net cash provided by (used in) operating activities plus proceeds from disposition of property and equipment less purchases of property and equipment. Management believes that the change in the Company's free cash flow calculation, as presented herein, better represents the Company's cash flow available for discretionary purposes, including growth capital expenditures. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude costs paid in relation to a PBH maintenance agreement buy-in, reorganization items, costs associated with recent mergers, acquisitions and ongoing integration efforts, as well as other special items which include nonrecurring professional services fees and other nonrecurring costs or costs that are not related to continuing business operations. Management believes that Free Cash Flow and Adjusted Free Cash Flow are meaningful to investors because they provide information with respect to the Company's ability to generate cash from the business. The GAAP measure most directly comparable to Free Cash Flow and Adjusted Free Cash Flow is net cash provided by operating activities. Since neither Free Cash Flow nor Adjusted Free Cash Flow is a recognized term under GAAP, they should not be used as an indicator of, or an alternative to, net cash provided by operating activities. 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 Free Cash Flow and Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow. As such, 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 unrestricted cash and cash equivalents. The GAAP measure most directly comparable to Net Debt is total debt. Since Net Debt is not a recognized term under GAAP, it should not be used as an indicator of, or an alternative to, total debt. Management uses Net Debt to determine the Company's outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. Management believes this metric is useful to investors in determining the Company's leverage position since the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.

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.

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Leading Global Provider of Innovative and Sustainable Vertical Flight Solutions

Presence on

1. Continents Customers in

1. Countries

Lines of Services: 4

Offshore Energy Services

Government Services

Fixed Wing Services

Other Services

As of 12/31/2023

Diverse fleet of		LTM operating revenues of		Publicly Traded on
220 Aircraft		$1.3 billion		NYSE
				(VTOL)

Aircraft Type		Global Employees		Headquartered in
Rotary Wing		3,298 Total		Houston, TX
Fixed Wing		830 Pilots
UAS		843 Mechanics

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Aircraft and Revenue Mix

Aircraft Fleet(1)

		9%
		AW189
31%
S92
		24%
	220	AW139
8%		9%
Fixed Wing/
UAS		Other Heavy/
13%	6%	Medium
Single Engine	Light Twin

Operating Revenues by Region(2)

10%
	Africa
			29%
6%	$1.3 bn	Americas
Asia Pacific

55%

Europe

Operating Revenues by End Market(3)

8%	1%
Fixed Wing	Other
27%	$1.3 bn
Government

64%

Offshore

Energy

1. As of 12/31/2023. See slide 17 for further details
2. Reflects LTM operating revenues by region as of 12/31/2023; see slide 22 for reconciliation
3. Reflects LTM operating revenues by end market as of 12/31/2023; see slide 21 for reconciliation

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Recent Events

S92 Accident in Norway

One of Bristow's SAR helicopters,

registration LN-OIJ with six crew members onboard, was involved in an accident during a training exercise approximately 15 nautical miles west of Bergen, Norway. Very sadly, one fatality was confirmed. The other five crew members have either been released or are in stable condition in the hospital.

Bristow's highest priority is to take care of our crew and their family members and provide them with any assistance needed. The Company is in the process of collecting pertinent information and will provide updates as appropriate. Bristow is fully cooperating with authorities investigating the accident.

Agreement to Purchase New AW189s

Bristow signed an agreement with Leonardo for 10 AW189 super medium helicopters plus options to purchase an additional 10 AW189 helicopters. The new AW189 helicopters will support offshore transport as well as search and rescue (SAR) missions.

The new aircraft will offer added flexibility as well as superior operational and environmental performance, including lower CO2 emissions than comparable aircraft types. The aircraft deliveries will occur over a three-year period from 2025-2028.

Strategic Partnership with The Helicopter and Jet Company (THC)

Bristow announced a Memorandum of Understanding (MOU) with The Helicopter and Jet Company (THC), Saudi Arabia's premier provider of commercial helicopter services and fully owned by the Public Investment Fund (PIF).

The two companies plan to work together on advanced air mobility (AAM) initiatives in the Kingdom of Saudi Arabia as well as other collaborative vertical lift endeavors.

2023 Results In-Line with Increased Guidance Beats Revenues Estimates and Reaffirms 2024 Outlook

After increasing 2023 Adjusted EBITDA range from $150-$170mm to $165-$175mm last quarter, Bristow's 2023 results were in-line with this increased guidance and revenues were ~$7mm higher than guidance.

Reaffirmed 2024 Adjusted EBITDA outlook range of $190-$220mm on projected operating revenues of $1,290-$1,465mm. See slide 11 for more details.

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Key Financial Highlights

$251mm$382mm

Available Liquidity(1),(2)		Net Debt(1),(3)

QTD Financial Highlights(1)

$338mm	Total revenues

$46mm	Adjusted EBITDA excluding
asset dispositions and FX(4)

YTD Financial Highlights(1)(5)

$1,297mm	Total revenues

$171mm	Adjusted EBITDA excluding
asset dispositions and FX(4)

1. Amounts shown as of 12/31/2023
2. Comprised of $180.3 million in unrestricted cash balances and $70.9 million of remaining availability under ABL Facility
3. See slide 18 for reconciliation of Net Debt
4. See slide 19 for reconciliation of Adjusted EBITDA excluding asset dispositions and foreign exchange
5. For the twelve months ended 12/31/2023

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Quarterly Results - Sequential Quarter Comparison

Operating revenues were $0.7 million lower than the Preceding Quarter(1) primarily due to lower revenues from government services and fixed wing, partially offset by higher revenues from offshore energy services due to the commencement of a new contract in Norway and higher utilization in Africa

Operating expenses were $8.8 million higher primarily due to higher fuel costs, leased-in equipment costs, repairs and maintenance costs and personnel costs

General and administrative expenses were $2.1 million lower primarily due to lower compensation costs

Earnings from unconsolidated affiliates was $1.1 million in the Current Quarter compared to $3.7 million in the Preceding Quarter

Other income, inclusive of foreign exchange gains, was $1.7 million in the Current Quarter compared to other income of $4.8 million in the Preceding Quarter

Adjusted EBITDA, excl. asset sales and foreign exchange(2), decreased by $10.6 million

Operating Revenues

	350
millions	300		$330	$330
250
	200
	150
in	100
50
$
0
		Q3 2023	Q4 2023

Adjusted EBITDA, excl. Asset Sales & Foreign Exchange

millions	$60		$57
$20
	$40			$46
$ in	$0
		Q3 2023	Q4 2023

1. "Current Quarter" refers to the three months ended December 31, 2023, and the "Preceding Quarter" refers to the three months ended September 30, 2023
2. Adjusted EBITDA excludes special items. See slide 19 for a description of special items and reconciliation to net income

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Annual Results - Year Over Year Comparison

Operating revenues were $90.8 million higher in the Current Year(1) primarily due to:

• Higher government services revenues due to commencement of new contracts
• More offshore energy activity
• Increased utilization in fixed wing services
• Partially offset by the end of a contract in Guyana

Operating expenses were $49.2 million higher primarily due to higher costs related to new contracts, higher personnel costs, insurance costs and leased-in equipment costs, partially offset by lower fuel and repairs and maintenance costs

General and administrative expenses were $17.1 million higher primarily due to higher compensation and severance costs, partially offset by lower professional services fees

Interest income was $7.0 million higher than the Prior Year due to higher investment balances, higher interest rates and income from sales-type leases

Other expense, inclusive of foreign exchange gains (losses), was $9.9 million in the Current Year compared to other income of $33.4 million in the Prior Year

Adjusted EBITDA, excl. asset sales and foreign exchange(2), increased by $33.2 million

Operating Revenues(1)

$1,600

+8%

millions	$1,200		$1,173	$1,264
	$800
$ in	$400
$0
		Prior Year	Current Year

Adjusted EBITDA, excl. Asset Sales & Foreign Exchange(1)

	$200			+24%
millions	$160
		$171
$120		$137
	$80
$ in
$40
$0
		Prior Year	Current Year

1. "Current Year" refers to the twelve months ended December 31, 2023, and the "Prior Year" refers to the twelve months ended December 31, 2022
2. Adjusted EBITDA excludes special items. See slide 19 for a description of special items and reconciliation to net income

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