Bristow Group Reports Second Quarter 2025 Results, Raises 2025 and 2026 Outlook Ranges

Second Quarter Highlights

— Total revenues of $376.4 million in Q2 2025 compared to $350.5 million in Q1 2025

— Net income of $31.7 million, or $1.07 per diluted share, in Q2 2025 compared to net income of $27.4 million, or $0.92 per diluted share, in Q1 2025

— Adjusted EBITDA (as defined herein)(1) in Q2 2025 was $60.7 million compared to $57.7 million in Q1 2025

— Raises 2025 Adjusted EBITDA outlook range to $240 – $260 million and raises 2026 Adjusted EBITDA outlook range to $300 – $335 million

— Initiates accelerated debt payments and share repurchases

Bristow Group Inc. (NYSE: VTOL) (“Bristow” or the “Company”) today reported net income attributable to the Company of $31.7 million, or $1.07 per diluted share, for the quarter ended June30, 2025 (the “Current Quarter”) on total revenues of $376.4 million compared to net income attributable to the Company of $27.4 million, or $0.92 per diluted share, for the quarter ended March31, 2025 (the “Preceding Quarter”) on total revenues of $350.5 million.

The following table provides select financial highlights for the periods reflected (in thousands, except per share amounts). A reconciliation of net income to EBITDA and Adjusted EBITDA, operating income to Adjusted Operating Income and cash provided by (used in) operating activities to Free Cash Flow and Adjusted Free Cash Flow is included in the “Non-GAAP Financial Measures” section herein.

Three Months Ended June 30, March 31, 2025 2025Total revenues $ 376,429 $ 350,530Operating income 42,640 33,548Net income attributable to Bristow Group Inc. 31,748 27,359Basic earnings per common share 1.10 0.95Diluted earnings per common share 1.07 0.92Net cash provided by (used in) operating activities ‌ 99,039 (603)Non-GAAP(1):Adjusted Operating Income $ 57,330 $ 54,353EBITDA 79,568 63,895Adjusted EBITDA 60,700 57,710Free Cash Flow 94,507 (2,489)Adjusted Free Cash Flow 95,293 (1,749)
____________________(1) See definitions of these non-GAAP financial measures and the reconciliation of GAAP to non-GAAP financial measures in the Non-GAAP Financial Measures section further below.

“We are pleased to report another quarter of strong financial results and to raise 2025 Adjusted EBITDA guidance to $240-$260 million and 2026 Adjusted EBITDA guidance to $300-$335 million,” said Chris Bradshaw, President and CEO of Bristow Group. “Consistent with our capital allocation framework, Bristow commenced accelerated debt payments and share repurchases in the current quarter.”

Sequential Quarter Results

Offshore Energy Services

Three Months Ended($ in thousands) June 30, March 31, Favorable 2025 2025 (Unfavorable)Revenues $ 252,810 $ 239,785 $ 13,025 5.4%Operating income 43,595 37,365 6,230 16.7%Adjusted Operating Income 53,588 47,114 6,474 13.7%Operating income margin 17% 16%Adjusted Operating Income margin ‌ 21% 20%

Revenues from Offshore Energy Services were $13.0 million higher in the Current Quarter. Revenues in Europe were $6.4 million higher primarily due to higher utilization and favorable foreign exchange rate impacts in Norway. Revenues in the Americas were $3.7 million higher primarily due to higher utilization in the U.S. Revenues in Africa were $3.0 million higher primarily due to higher utilization and additional aircraft capacity introduced into the region. Operating income was $6.2 million higher in the Current Quarter primarily due to these higher revenues, partially offset by higher operating expenses of $5.7 million. The increase in operating expenses was primarily due to higher reimbursable expenses of $2.5 million, higher training and travel costs of $1.2 million due to an increase in pilot training forAfrica and Brazil, higher subcontractor costs of $1.2 million, and higher repairs and maintenance costs of $1.2 million. The higher repairs and maintenance costs related to an increase in power-by-the-hour (“PBH”) rates, increased flight hours and the timing of repairs totaling $5.6 million, partially offset by higher vendor credits of $4.4 million. Personnel costs were $1.7 million lower due to seasonal personnel cost variations in Norway of $4.2 million and a favorable change in benefit estimates in the U.S. of $0.4 million, which were partially offset by unfavorable foreign exchange rate impacts of $2.2 million and higher headcount of $1.0 million, primarily in Brazil and Africa.

Government Services

Three Months Ended($ in thousands) June 30, March 31, Favorable 2025 2025 (Unfavorable)Revenues $ 92,499 $ 85,943 $ 6,556 7.6%Operating income (loss) (1,912) 6,011 (7,923) nmAdjusted Operating Income 6,036 13,719 (7,683) (56.0)%Operating income (loss) margin (2)% 7%Adjusted Operating Income margin ‌ 7% 16%
____________________nm = Not Meaningful

Revenues from Government Services were $6.6 million higher in the Current Quarter primarily due to the ongoing transition of the Irish Coast Guard (“IRCG”) search and rescue contract and higher utilization in the United Kingdom Search and Rescue (“UKSAR”) contract. Operating loss was $1.9 million in Current Quarter compared to operating income of $6.0 million in the Preceding Quarter primarily due to higher subcontractor costs of $5.1 million and higher personnel costs of $2.8 million related to the new Government Services contracts, unfavorable foreign exchange rate impacts of $3.0 million, higher repairs and maintenance costs of $2.0 million, and higher fuel costs of $0.6 million, offsetting the increased revenues.

Other Services

Three Months Ended($ in thousands) June 30, March 31, Favorable 2025 2025 (Unfavorable)Revenues $ 31,120 $ 24,802 $ 6,318 25.5%Operating income (loss) 3,443 (622) 4,065 nmAdjusted Operating Income 6,188 2,037 4,151 nmOperating income (loss) margin 11% (3)%Adjusted Operating Income margin ‌ 20% 8%

Revenues from Other Services were $6.3 million higher in the Current Quarter primarily due to seasonally higher utilization in Australia of $6.0 million. Operating income was $4.1 million higher in the Current Quarter primarily due to these higher revenues, partially offset by higher operating expenses of $1.9 million due to increased activity.

Corporate

Three Months Ended($ in thousands) June 30, March 31, Favorable 2025 2025 (Unfavorable)Corporate:Total expenses $ 8,695 $ 8,648 $ (47) (0.5)%Gains (losses) on disposal of assets ‌ 6,209 (558) 6,767 nmOperating loss (2,486) (9,206) 6,720 73.0%Consolidated:Interest income $ 2,039 $ 2,118 $ (79) (3.7)%Interest expense, net (10,034) (9,490) (544) (5.7)%Other, net 17,577 11,388 6,189 54.3%Income tax expense (20,443) (10,183) (10,260) nm

Total operating losses for Corporate were$6.7 million less than the Preceding Quarter primarily due to increased gains on disposal of assets.

Interest expense, net was $0.5 million higher in the Current Quarter primarily due to the acceleration of the amortization of deferred financing costs resulting from the prepayment of principal on the UKSAR secured equipment financings (“UKSAR Debt”).

Other income, net of $17.6 millionin the Current Quarter and $11.4 million in the Preceding Quarter primarily resulted from higher foreign exchange gains.

Income tax expense was $20.4 million in the Current Quarter compared to $10.2 million in the Preceding Quarter. The increase in income taxexpense was primarily due to the earnings mix of the Company's global operations and lower deductible business interest expenses, partially offset by the recognition of certain deferred tax assets.

Raises 2025 and 2026 Outlook

Please refer to the section entitled “Forward-Looking Statements Disclosure” below for further discussion regarding the risks and uncertainties as well as other important information regarding Bristow's guidance. The following guidance contains non-GAAP financial measures. Please read the section entitled “Non-GAAP Financial Measures” for further information.

Select financial outlook for 2025 and 2026 are as follows (in USD, millions):

2025E 2026ERevenues:Offshore Energy Services $980 – $1,030 $1,050 – $1,130Government Services $360 – $400 $440 – $460Other Services $120 – $130 $130 – $150Total Revenues $1,460 – $1,560 $1,620 – $1,740Adjusted Operating Income:Offshore Energy Services $200 – $205 $235 – $250Government Services $40 – $50 $75 – $85Other Services $20 – $25 $20 – $25Corporate ($35 – $30) ($35 – $30) $225 – $250 $295 – $330Adjusted EBITDA $240 – $260 $300 – $335Cash interest $45 $40Cash taxes $25 – $30 $25 – $30Maintenance capital expenditures ‌ ‌ $15 – $20 $20 – $25

Capital Allocation and Liquidity

In support of its capital allocation framework, the Company made $15.3 million (£11.2 million)of accelerated principal payments on its UKSAR Debt facility and repurchased 119,841 shares of common stock in open market transactions for gross consideration of $3.9 million, representing an average cost per share of $32.41, during the Current Quarter. As of June30, 2025, $121.1million remained available under the $125.0million stock repurchase program.

In the Current Quarter, purchases of property and equipment were $31.6 million, of which $4.5 million were maintenance capital expenditures, and cash proceeds from the sale of assets were $24.1 million.In the Preceding Quarter, purchases of property and equipment were $52.1 million, of which $1.9 million were maintenance capital expenditures, and cash proceeds from dispositions of property and equipment were less than $0.1 million.

As of June30, 2025, the Company had $251.8 million of unrestricted cash and $64.7million of remaining availability under its asset-based revolving credit facility (the “ABL Facility”) for total liquidity of $316.5million. Borrowings under the ABL Facility are subject to certain conditions and requirements.

Conference Call

The Company's management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Wednesday, August6, 2025, to review results for the second quarter ended June30, 2025. The conference call can be accessed using the following link:

Link to Access Earnings Call: https://www.veracast.com/webcasts/bristow/webcasts/VTOL2Q25.cfm

A replay will be available through August27, 2025 by using the link above. A replay will also be available on the Company's website at www.bristowgroup.comshortly after the call and will be accessible through August27, 2025. The accompanying investor presentation will be available on August6, 2025, on Bristow's website at www.bristowgroup.com.

About Bristow Group

Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. Bristow primarily provides aviation services to a broad base of offshore energy companies and government entities. Our aviation services include personnel transportation, search and rescue (“SAR”), medevac, fixed wing transportation, unmanned systems and ad-hoc helicopter services. Our business is comprised of three operating segments: Offshore Energy Services, Government Services and Other Services. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Our government customers primarily outsource SAR activities whereby we operate specialized helicopters and provide highly trained personnel. Our other services include fixed wing transportation services through a regional airline in Australia and dry-leasing aircraft to third-party operators in support of other industries and geographic markets.

Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, India, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom (“UK”) and the United States (“U.S.”).

Forward-Looking Statements Disclosure

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management; expected actions by us and by third parties, including our customers, competitors, vendors and regulators; and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes,” “belief,” “forecasts,” “expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “will,” “would,” “could,” “should” or other similar words; however, all statements in this press release, other than statements of historical fact or historical financial results, are forward-looking statements. Our forward-looking statements reflect our views and assumptions on the date hereof regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties, assumptions and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties and factors that could cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K, and in particular, the risks discussed in Part I, Item 1A, “Risk Factors” of such report and those discussed in other documents we file with the Securities and Exchange Commission (the “SEC”). Accordingly, you should not put undue reliance on any forward-looking statements.

You should consider the following key factors when evaluating these forward-looking statements: 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; 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; public health crises, such as pandemics and epidemics, and any related government policies and actions; our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility; 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 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 portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events); the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere; the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; the existence of operating risks inherent in our business, including the possibility of declining safety performance; labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements; the possibility of changes in tax, environmental, trade, immigration and other laws and regulations and policies, including, without limitation, tariffs and actions of the governments that impact oil and gas operations, favor renewable energy projects or address climate change; any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates; general economic conditions, including interest rates or uncertainty in the capital and credit markets; disruptions in global trade, including as a result of tariffs, trade restrictions, retaliatory trade measures or the effect of such actions on trading relationships between the United States and other countries; 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; and the effectiveness of our environmental, social and governance initiatives.

The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. All forward-looking statements in this press release are qualified by these cautionary statements and are only made as of the date thereof. The forward-looking statements in this press release should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Annual Report on Form 10-K and Part I, Item 2, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors” of the Company's subsequent Quarterly Reports on Form 10-Q. We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise.

BRISTOWGROUP INC.Condensed Consolidated Statements of Operations(unaudited, in thousands, except per share amounts) Three Months Ended Favorable/ (Unfavorable) June 30, March 31, 2025 2025Total revenues $ 376,429 $ 350,530 $ 25,899Costs and expenses:Operating expensesPersonnel 88,729 87,311 (1,418)Repairs and maintenance 64,788 61,315 (3,473)Insurance 6,149 6,834 685Fuel 20,399 18,875 (1,524)Leased-in equipment 26,515 26,049 (466)Other 71,911 56,801 (15,110)Total operating expenses 278,491 257,185 (21,306)General and administrative expenses 44,375 43,100 (1,275)Depreciation and amortization expense 17,312 16,841 (471)Total costs and expenses 340,178 317,126 (23,052)Gains (losses) on disposal of assets 6,209 (558) 6,767Earnings from unconsolidated affiliates 180 702 (522)Operating income 42,640 33,548 9,092Interest income 2,039 2,118 (79)Interest expense, net (10,034) (9,490) (544)Other, net 17,577 11,388 6,189Total other income (expense), net 9,582 4,016 5,566Income before income taxes 52,222 37,564 14,658Income tax expense (20,443) (10,183) (10,260)Net income 31,779 27,381 4,398Net income attributable to noncontrolling interests (31) (22) (9)Net income attributable to Bristow Group Inc. $ 31,748 $ 27,359 $ 4,389Basic earnings per common share $ 1.10 $ 0.95Diluted earnings per common share $ 1.07 $ 0.92Weighted average common shares outstanding, basic 28,824 28,667Weighted average common shares outstanding, diluted ‌ 29,788 29,867Adjusted Operating Income $ 57,330 $ 54,353 $ 2,977EBITDA $ 79,568 $ 63,895 $ 15,673Adjusted EBITDA $ 60,700 $ 57,710 $ 2,990
BRISTOWGROUP INC.REVENUES BY SEGMENT(unaudited, in thousands) Three Months Ended June 30, March 31, Favorable 2025 2025 (Unfavorable)Offshore Energy Services:Europe $ 107,625 $ 101,218 $ 6,407 6.3%Americas 95,230 91,569 3,661 4.0%Africa 49,955 46,998 2,957 6.3%Total Offshore Energy Services ‌ $ 252,810 $ 239,785 $ 13,025 5.4%Government Services 92,499 85,943 6,556 7.6%Other Services 31,120 24,802 6,318 25.5% $ 376,429 $ 350,530 $ 25,899 7.4%FLIGHT HOURS BY SEGMENT(unaudited) Three Months Ended June 30, March 31, Favorable 2025 2025 (Unfavorable)Offshore Energy Services:Europe 8,838 8,749 89 1.0%Americas 10,700 10,002 698 7.0%Africa 4,931 4,680 251 5.4%Total Offshore Energy Services ‌ ‌ 24,469 23,431 1,038 4.4%Government Services 4,868 3,941 927 23.5%Other Services 3,684 3,400 284 8.4% 33,021 30,772 2,249 7.3%
BRISTOWGROUP INC.Second Quarter Segment Statements of Operations(unaudited, in thousands) Offshore Government Other Corporate Consolidated Energy Services Services ServicesThree Months Ended June 30, 2025Revenues $ 252,810 $ 92,499 $ 31,120 $ – $ 376,429Less:Personnel 55,047 27,271 6,411 – 88,729Repairs and maintenance 48,078 13,369 3,341 – 64,788Insurance 3,824 1,948 377 – 6,149Fuel 12,865 2,681 4,853 – 20,399Leased-in equipment 15,204 9,699 1,612 – 26,515Other segment costs 43,640 21,717 6,554 – 71,911Total operating expenses 178,658 76,685 23,148 – 278,491General and administrative expenses 23,813 10,230 1,850 8,482 44,375Depreciation and amortization expense 6,924 7,496 2,679 213 17,312Total costs and expenses 209,395 94,411 27,677 8,695 340,178Gains on disposal of assets – – – 6,209 6,209Earnings from unconsolidated affiliates 180 – – – 180Operating income (loss) $ 43,595 $ (1,912) $ 3,443 $ (2,486) $ 42,640Non-GAAP(1):Depreciation and amortization expense 6,924 7,496 2,679 213 17,312PBH amortization 3,069 452 66 – 3,587Gains on disposal of assets – – – (6,209) (6,209)Adjusted Operating Income (Loss) $ 53,588 $ 6,036 $ 6,188 $ (8,482) $ 57,330 Offshore Government Other Corporate Consolidated Energy Services Services ServicesThree Months Ended March 31, 2025Revenues $ 239,785 $ 85,943 $ 24,802 $ – $ 350,530Less:Personnel 56,766 24,473 6,072 – 87,311Repairs and maintenance 46,907 11,361 3,047 – 61,315Insurance 4,029 2,437 368 – 6,834Fuel 12,702 2,082 4,091 – 18,875Leased-in equipment 14,933 9,693 1,423 – 26,049Other segment costs 37,656 12,871 6,274 – 56,801Total operating expenses 172,993 62,917 21,275 – 257,185General and administrative expenses 23,259 9,729 1,595 8,517 43,100Depreciation and amortization expense 6,870 7,286 2,554 131 16,841Total costs and expenses 203,122 79,932 25,424 8,648 317,126Losses on disposal of assets – – – (558) (558)Earnings from unconsolidated affiliates 702 – – – 702Operating income (loss) $ 37,365 $ 6,011 $ (622) $ (9,206) $ 33,548Non-GAAP(1):Depreciation and amortization expense 6,870 7,286 2,554 131 16,841PBH amortization 2,879 422 105 – 3,406Losses on disposal of assets – – – 558 558Adjusted Operating Income (Loss) ‌ $ 47,114 $ 13,719 $ 2,037 $ (8,517) $ 54,353
____________________(1) See definitions of these non-GAAP financial measures and the reconciliation of GAAP to non-GAAP financial measures in the Non-GAAP Financial Measures section further below.
BRISTOWGROUP INC.CONDENSED CONSOLIDATED BALANCE SHEETS(unaudited, in thousands) June 30, December 31, 2025 2024ASSETSCurrent assets:Cash and cash equivalents $ 255,854 $ 251,281Accounts receivable, net 226,692 211,590Inventories 135,567 114,509Prepaid expenses and other current assets 52,060 42,078Total current assets 670,173 619,458Property and equipment, net 1,163,152 1,076,221Investment in unconsolidated affiliates 23,306 22,424Right-of-use assets 259,961 264,270Other assets 171,434 142,873Total assets $ 2,288,026 $ 2,125,246LIABILITIES AND STOCKHOLDERS' EQUITY ‌Current liabilities:Accounts payable $ 109,192 $ 83,462Deferred revenue 24,262 15,186Current portion of operating lease liabilities 81,155 78,359Accrued liabilities 131,744 130,279Current maturities of long-term debt 24,779 18,614Total current liabilities 371,132 325,900Long-term debt, less current maturities 680,412 671,169Other liabilities and deferred credits 25,062 8,937Deferred taxes 49,850 39,019Long-term operating lease liabilities 177,582 188,949Total liabilities 1,304,038 1,233,974Stockholders' equity:Common stock 319 315Additional paid-in capital 750,421 742,072Retained earnings 371,772 312,765Treasury stock, at cost (78,274) (69,776)Accumulated other comprehensive loss (59,868) (93,669)Total Bristow Group Inc. stockholders' equity 984,370 891,707Noncontrolling interests (382) (435)Total stockholders' equity 983,988 891,272Total liabilities and stockholders' equity $ 2,288,026 $ 2,125,246

Non-GAAP Financial Measures

The Company's management uses EBITDA, Adjusted EBITDA and Adjusted Operating Income to assess the performance and operating results of its business. Each of these measures, as well as Free Cash Flow and Adjusted Free Cash Flow, each as detailed below, are non-GAAP measures, 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 generally accepted accounting principles in the United States (“GAAP”) (including the notes), included in the Company's filings with the SEC and posted on the Company's website.

EBITDA and Adjusted EBITDA

EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for non-cash gains and losses on the sale of assets, non-cash foreign exchange gains (losses) related to the revaluation of certain balance sheet items, and certain special items that occurred during the reported period, such as the amortization of PBH maintenance agreements that are non-cash within the period, gains on insurance claims, non-cash nonrecurring insurance adjustments and other special items which include professional service fees related to unusual litigation proceedings and other nonrecurring costs related to strategic activities. The professional services fees are primarily attorneys' fees related to litigation and arbitration matters that the Company is pursuing (where no gain contingency has been recorded or identified) that are unusual in nature and outside of the normal course of the Company's continuing business operations. The other nonrecurring costs related to strategic activities are costs associated with financing transactions and proposed mergers and acquisitions (“M&A”) transactions. These special items are related to various pursuits that are not individually material to the Company and, as such, are aggregated for presentation. The Company views these matters and their related financial impacts on the Company's operating performance as extraordinary and not reflective of the operational performance of the Company's core business activities. In addition, the same costs are not reasonably likely to recur within two years nor have the same charges or gains occurred within the prior two years. 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 the most directly comparable GAAP measure, 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 tables provide a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (unaudited, in thousands).

Three Months Ended June 30, March 31, December 31, September 30, LTM 2025 2025 2024 2024Net income $ 31,779 $ 27,381 $ 31,768 $ 28,279 $ 119,207Depreciation and amortization expense ‌ 17,312 16,841 16,701 17,569 68,423Interest expense, net 10,034 9,490 9,064 9,660 38,248Income tax expense (benefit) 20,443 10,183 (12,952) 8,392 26,066EBITDA $ 79,568 $ 63,895 $ 44,581 $ 63,900 $ 251,944(Gains) losses on disposal of assets (6,209) 558 82 626 (4,943)Foreign exchange (gains) losses (17,435) (11,045) 12,581 (10,904) (26,803)Special items(1) 4,776 4,302 596 6,558 16,232Adjusted EBITDA $ 60,700 $ 57,710 $ 57,840 $ 60,180 $ 236,430(1)Special items include the following: Three Months Ended June 30, March 31, December 31, September 30, LTM 2025 2025 2024 2024PBH amortization $ 3,587 $ 3,406 $ 3,727 $ 3,723 $ 14,443Gain on insurance claim – – (4,451) – (4,451)Other special items 1,189 896 1,320 2,835 6,240 $ 4,776 $ 4,302 $ 596 $ 6,558 $ 16,232

The Company is unable to provide a reconciliation of projected Adjusted EBITDA (non-GAAP) for the outlook periods included in this release 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 projected Adjusted EBITDA (non-GAAP) to net income (GAAP) for the outlook periods.

Free Cash Flow and Adjusted Free Cash Flow

Free Cash Flow represents the Company's net cash provided by (used in) operating activities less maintenance capital expenditures. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude costs paid in relation to certain special items which primarily include (i) professional service fees related to unusual litigation proceedings and (ii) other nonrecurring costs related to strategic activities. The professional services fees are primarily attorneys' fees related to litigation and arbitration matters that the Company is pursuing (where no gain contingency has been recorded or identified) that are unusual in nature and outside of the normal course of the Company's continuing business operations. The other nonrecurring costs related to strategic activities are costs associated with financing transactions and proposed M&A transactions. These special items are related to various pursuits that are not individually material to the Company and, as such, are aggregated for presentation. The Company views these matters and their related financial impacts on the Company's operating performance as extraordinary and not reflective of the operational performance of the Company's core business activities. In addition, the same costs are not reasonably likely to recur within two years nor have the same charges or gains occurred within the prior two years. 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. Neither Free Cash Flow nor Adjusted Free Cash Flow is a recognized term under GAAP. Accordingly, these measures should not be used as an indicator of, or an alternative to, net cash provided by operating activities, the most directly comparable GAAP measure. 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 following table provides a reconciliation ofnet cash provided by (used in) operating activities, the most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (unaudited, in thousands).

Three Months Ended June 30, March 31, December 31, September 30, LTM 2025 2025 2024 2024Net cash provided by (used in) ‌ $ 99,039 $ (603) $ 51,054 $ 66,022 $ 215,512operating activitiesLess: Maintenance capital (4,532) (1,886) (2,739) (8,041) (17,198)expendituresFree Cash Flow $ 94,507 $ (2,489) $ 48,315 $ 57,981 $ 198,314Plus: Special items 786 740 (2,580) 1,539 485Adjusted Free Cash Flow $ 95,293 $ (1,749) $ 45,735 $ 59,520 $ 198,799

Adjusted Operating Income by Segment

Adjusted Operating Income (Loss) (“Adjusted Operating Income”) is defined as operating income (loss) before depreciation and amortization (including PBH amortization) and gains or losses on asset dispositions that occurred during the reported period. The Company includes Adjusted Operating Income to provide investors with a supplemental measure of each segment's operating performance. Management believes that the use of Adjusted Operating Income is meaningful to investors because it provides information with respect to each segment's ability to generate cash from its operations. Adjusted Operating Income is not a recognized term under GAAP. Accordingly, this measure should not be used as an indicator of, or an alternative to, operating income (loss), the most directly comparable GAAP measure, as a measure of operating performance. Because the definition of Adjusted Operating Income (or similar measures) may vary among companies and industries, it may not be comparable to other similarly titled measures used by other companies.

The following table provides a reconciliation of operating income (loss), the most directly comparable GAAP measure, to Adjusted Operating Income for each segment and Corporate (unaudited, in thousands).

Three Months Ended June 30, March 31, Increase 2025 2025 (Decrease)Offshore Energy Services:Operating income $ 43,595 $ 37,365 $ 6,230 16.7%Depreciation and amortization expense 6,924 6,870 54 0.8%PBH amortization 3,069 2,879 190 6.6%Offshore Energy Services Adjusted Operating Income ‌ $ 53,588 $ 47,114 $ 6,474 13.7%Government Services:Operating income (loss) $ (1,912) $ 6,011 $ (7,923) nmDepreciation and amortization expense 7,496 7,286 210 2.9%PBH amortization 452 422 30 7.1%Government Services Adjusted Operating Income $ 6,036 $ 13,719 $ (7,683) (56.0)%Other Services:Operating income (loss) $ 3,443 $ (622) $ 4,065 nmDepreciation and amortization expense 2,679 2,554 125 4.9%PBH amortization 66 105 (39) (37.1)%Other Services Adjusted Operating Income $ 6,188 $ 2,037 $ 4,151 nmTotal Segment Adjusted Operating Income $ 65,812 $ 62,870 $ 2,942 4.7%Corporate:Operating loss $ (2,486) $ (9,206) $ 6,720 73.0%Depreciation and amortization expense 213 131 82 62.6%Losses (gains) on disposal of assets (6,209) 558 (6,767) nmCorporate Adjusted Operating Loss $ (8,482) $ (8,517) $ 35 0.4%Consolidated Adjusted Operating Income $ 57,330 $ 54,353 $ 2,977 5.5%

The Company is unable to provide a reconciliation of projected Adjusted Operating Income by segment (non-GAAP) for the outlook periods included in this release to projected operating 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 Operating Income by segment due to the uncertainty regarding timing and estimates of such items. Therefore, the Company does not present a reconciliation of projected Adjusted Operating Income by segment (non-GAAP) to operating income (GAAP) for the outlook periods.

BRISTOWGROUP INC.FLEET COUNT Number of AircraftType Owned Leased Total Maximum Average Age Aircraft Aircraft Aircraft Passenger (years)(1) CapacityHeavy Helicopters:S92 34 29 63 19 15AW189 19 4 23 16 8 53 33 86Medium Helicopters:AW139 49 5 54 12 14S76 D/C++ 13 – 13 12 13AS365 1 – 1 12 36 63 5 68Light-Twin Engine Helicopters:AW109 3 – 3 7 18H135/EC135 11 – 11 6 9 14 – 14Light-Single Engine Helicopters: ‌AS350 12 – 12 4 26AW119 13 – 13 7 19 25 – 25Total Helicopters 155 38 193 15Fixed Wing 9 5 14Unmanned Aerial Systems (“UAS”) 4 – 4Total Fleet 168 43 211
____________________(1) Reflects the average age of helicopters that are owned by the Company.

The table below presents the number of aircraft in our fleet and their distribution among the segments in which we operate as of June30, 2025 and the percentage of revenues that each of our segments provided during the Current Quarter.

Percentageof Helicopters Fixed UAS Total Wing Revenues Heavy Medium LightTwin LightSingle TotalOffshore Energy Services 68% 57 60 11 – 1 – 129Government Services 25% 29 7 3 20 – 4 63Other Services 7% – 1 – 5 13 – 19Total 100% 86 68 14 25 14 4 211Aircraft not currently in fleet: ‌Under construction(1) 10 4 1 – – – 15Options(2) 10 – 10 – – – 20
____________________(1) Under construction reflects new aircraft that the Company has either taken ownership of and are undergoing additional configuration before being placed into service or are currently under construction by the Original Equipment Manufacturer (“OEM”) and pending delivery. Includes ten AW189 heavy helicopters (of which three were delivered and are undergoing additional configuration), four AW139 medium helicopters (of which three were delivered and are undergoing additional configuration) and one H135 light-twin helicopter which has been delivered and is undergoing additional configuration.(2) Options include 10 AW189 heavy helicopters and 10 H135 light-twin helicopters.

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SOURCE Bristow Group

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