Bristow Group Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

GUARANTORS OF SECURITIES

GUARANTORS OF SECURITIES

6 Months Ended

Jun. 30, 2019

Era Group’s payment obligations under the 7.750% Senior Notes are jointly and severally guaranteed by all of its existing 100% owned U.S. subsidiaries that guarantee the Revolving Credit Facility and any future U.S. subsidiaries that guarantee the Revolving Credit Facility or other material indebtedness Era Group may incur in the future (the “Guarantors”). All the Guarantors currently guarantee the Revolving Credit Facility, and the guarantees of the Guarantors are full and unconditional and joint and several.

As a result of the agreement by the Guarantors to guarantee the 7.750% Senior Notes, the Company presents the following condensed consolidating balance sheets and statements of operations, comprehensive income and cash flows for Era Group (“Parent”), the Guarantors and the Company’s other subsidiaries (“Non-guarantors”). These statements should be read in conjunction with the accompanying consolidated financial statements and notes of the Company.

Supplemental Condensed Consolidating Balance Sheet as of June 30, 2019



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	83,584		$	—		$	4,846		$	—		$	88,430
Receivables:
Trade, operating, net of allowance for doubtful accounts of $139	—			23,151			7,342			—			30,493
Trade, dry-leasing	—			5,165			—			—			5,165
Tax receivable	—			10			2,670			—			2,680
Other	—			16,336			142			—			16,478
Inventories, net	—			20,962			42			—			21,004
Prepaid expenses	756			1,778			288			—			2,822
Total current assets	84,340			67,402			15,330			—			167,072
Property and equipment	—			902,246			16,726			—			918,972
Accumulated depreciation	—			(332,872		)	(3,953		)	—			(336,825		)
Property and equipment, net	—			569,374			12,773			—			582,147
Operating lease right-of-use	—			7,028			1,052			—			8,080
Investments in consolidated subsidiaries	181,684			—			—			(181,684		)	—
Intangible assets	—			—			1,098			—			1,098
Deferred income taxes	10,602			—			—			(10,602		)	—
Intercompany receivables	317,076			—			171			(317,247		)	—
Other assets	961			5,421			105			—			6,487
Total assets	$	594,663		$	649,225		$	30,529		$	(509,533	)	$	764,884
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	137		$	11,375		$	1,955		$	—		$	13,467
Accrued wages and benefits	5			6,621			1,596			—			8,222
Accrued interest	469			67			—			—			536
Accrued income taxes	918			10			10			—			938
Accrued other taxes	—			1,034			376			—			1,410
Accrued contingencies	—			—			647			—			647
Current portion of long-term debt	—			1,663			196			—			1,859
Other current liabilities	998			1,438			466			—			2,902
Total current liabilities	2,527			22,208			5,246			—			29,981
Long-term debt	133,496			25,485			—			—			158,981
Deferred income taxes	—			116,285			1,246			(10,602		)	106,929
Intercompany payables	—			253,989			63,280			(317,269		)	—
Operating lease liabilities	—			5,793			594			—			6,387
Other liabilities	—			850			—			—			850
Total liabilities	136,023			424,610			70,366			(327,871		)	303,128
Redeemable noncontrolling interest	—			3			3,091			—			3,094
Equity:
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,419,462 outstanding, exclusive of treasury shares	224			—			—			—			224
Additional paid-in capital	449,688			100,307			4,561			(104,869		)	449,687
Retained earnings	17,259			124,305			(47,489		)	(76,793		)	17,282
Treasury shares, at cost, 958,481 shares	(8,531		)	—			—			—			(8,531		)
Total equity	458,640			224,612			(42,928		)	(181,662		)	458,662
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	594,663		$	649,225		$	30,529		$	(509,533	)	$	764,884

Supplemental Condensed Consolidating Balance Sheet as of December 31, 2018



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	48,396		$	—		$	2,357		$	—		$	50,753
Receivables:
Trade, operating, net of allowance for doubtful accounts of $261	—			27,509			5,797			—			33,306
Trade, dry-leasing	—			3,803			—			—			3,803
Tax receivables	—			6			3,181			—			3,187
Other	—			1,949			394			—			2,343
Inventories, net	—			20,633			40			—			20,673
Prepaid expenses	398			1,219			190			—			1,807
Total current assets	48,794			55,119			11,959			—			115,872
Property and equipment	—			900,611			16,550			—			917,161
Accumulated depreciation	—			(314,567		)	(3,400		)	—			(317,967		)
Net property and equipment	—			586,044			13,150			—			599,194
Equity investments and advances	—			27,112			—			—			27,112
Investments in consolidated subsidiaries	172,950			—			—			(172,950		)	—
Intangible assets	—			—			1,107			—			1,107
Deferred income taxes	9,904			—			—			(9,904		)	—
Intercompany receivables	366,541			—			—			(366,541		)	—
Other assets	1,251			20,231			96			—			21,578
Total assets	$	599,440		$	688,506		$	26,312		$	(549,395	)	$	764,863
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	136		$	11,357		$	1,668		$	—		$	13,161
Accrued wages and benefits	43			7,743			1,481			—			9,267
Accrued interest	500			69			—			—			569
Accrued income taxes	918			6			49			—			973
Accrued other taxes	—			768			500			—			1,268
Accrued contingencies	—			—			630			—			630
Current portion of long-term debt	—			1,663			395			—			2,058
Other current liabilities	647			220			11			—			878
Total current liabilities	2,244			21,826			4,734			—			28,804
Long-term debt	133,900			26,317			—			—			160,217
Deferred income taxes	—			117,015			1,245			(9,903		)	108,357
Intercompany payables	—			310,727			55,847			(366,574		)	—
Other liabilities	—			720			27			—			747
Total liabilities	136,144			476,605			61,853			(376,477		)	298,125
Redeemable noncontrolling interest	—			3			3,299			—			3,302
Equity:
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,765,404 shares outstanding, exclusive of treasury shares	219			—			—			—			219
Additional paid-in capital	447,299			100,306			4,562			(104,869		)	447,298
Retained earnings	18,254			111,482			(43,402		)	(68,049		)	18,285
Treasury shares, at cost, 156,737 shares	(2,476		)	—			—			—			(2,476		)
Accumulated other comprehensive income, net of tax	—			110			—			—			110
Total equity	463,296			211,898			(38,840		)	(172,918		)	463,436
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	599,440		$	688,506		$	26,312		$	(549,395	)	$	764,863

Supplemental Condensed Consolidating Statements of Operations for the Three Months Ended June 30, 2019



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Revenues	$	—		$	50,045		$	14,537		$	(9,102	)	$	55,480
Costs and expenses:
Operating	—			32,002			15,909			(9,091		)	38,820
Administrative and general	1,742			6,286			867			—			8,895
Depreciation	—			9,275			245			—			9,520
Total costs and expenses	1,742			47,563			17,021			(9,091		)	57,235
Losses on asset dispositions, net	—			(68		)	—			—			(68		)
Operating income (loss)	(1,742		)	2,414			(2,484		)	(11		)	(1,823		)
Other income (expense):
Interest income	447			475			12			—			934
Interest expense	(3,217		)	(208		)	(7		)	—			(3,432		)
Loss on sale of investments	(569		)	—			—			—			(569		)
Foreign currency gains, net	28			168			74			—			270
Loss on debt extinguishment	(13		)	—			—			—			(13		)
Other, net	(16		)	12			(5		)	—			(9		)
Total other income (expense)	(3,340		)	447			74			—			(2,819		)
Income (loss) before income taxes and equity earnings	(5,082		)	2,861			(2,410		)	(11		)	(4,642		)
Income tax (benefit) expense	(18		)	1,412			—			—			1,394
Income (loss) before equity earnings	(5,064		)	1,449			(2,410		)	(11		)	(6,036		)
Equity in earnings of subsidiaries	10,014			10,910			—			(10,014		)	10,910
Net income (loss)	4,950			12,359			(2,410		)	(10,025		)	4,874
Net loss attributable to noncontrolling interest in subsidiary	—			—			66			—			66
Net income (loss) attributable to Era Group Inc.	$	4,950		$	12,359		$	(2,344	)	$	(10,025	)	$	4,940

Supplemental Condensed Consolidating Statements of Operations for the Three Months Ended June 30, 2018



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Revenues	$	—		$	50,049		$	14,162		$	(6,483	)	$	57,728
Costs and expenses:
Operating	—			32,659			14,156			(6,483		)	40,332
Administrative and general	8,873			4,852			1,081			—			14,806
Depreciation	—			9,873			243			—			10,116
Total costs and expenses	8,873			47,384			15,480			(6,483		)	65,254
Gains on asset dispositions, net	—			(1,997		)	—			—			(1,997		)
Operating loss	(8,873		)	668			(1,318		)	—			(9,523		)
Other income (expense):
Interest income	5			334			7			—			346
Interest expense	(3,292		)	(209		)	(20		)	—			(3,521		)
Foreign currency losses, net	(111		)	(155		)	(809		)	—			(1,075		)
Other, net	—			10			4			—			14
Total other income (expense)	(3,398		)	(20		)	(818		)	—			(4,236		)
Income (loss) before income taxes and equity earnings	(12,271		)	648			(2,136		)	—			(13,759		)
Income tax expense (benefit)	(1,317		)	(1,257		)	—			—			(2,574		)
Income (loss) before equity earnings	(10,954		)	1,905			(2,136		)	—			(11,185		)
Equity in earnings (losses) of subsidiaries	575			669			—			(575		)	669
Net income (loss)	(10,379		)	2,574			(2,136		)	(575		)	(10,516		)
Net loss attributable to noncontrolling interest in subsidiary	—			—			137			—			137
Net income (loss) attributable to Era Group Inc.	$	(10,379	)	$	2,574		$	(1,999	)	$	(575	)	$	(10,379	)

Supplemental Condensed Consolidating Statements of Operations for the Six Months Ended June 30, 2019



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Revenues	$	—		$	95,359		$	28,154		$	(16,740	)	$	106,773
Costs and expenses:
Operating	—			62,051			30,194			(16,729		)	75,516
Administrative and general	2,984			12,958			1,828			—			17,770
Depreciation	—			18,472			498			—			18,970
Total costs and expenses	2,984			93,481			32,520			(16,729		)	112,256
Gains on asset dispositions, net	—			(192		)	—			—			(192		)
Operating income (loss)	(2,984		)	1,686			(4,366		)	(11		)	(5,675		)
Other income (expense):
Interest income	643			979			64			—			1,686
Interest expense	(6,458		)	(421		)	(14		)	—			(6,893		)
Loss on sale of investments	(569		)	—			—			—			(569		)
Foreign currency gains, net	(12		)	119			37			—			144
Loss on debt extinguishment	(13		)	—			—			—			(13		)
Other, net	(16		)	11			(15		)	—			(20		)
Total other income (expense)	(6,425		)	688			72			—			(5,665		)
Income (loss) before income taxes and equity earnings	(9,409		)	2,374			(4,294		)	(11		)	(11,340		)
Income tax expense (benefit)	318			(512		)	—			—			(194		)
Income (loss) before equity earnings	(9,727		)	2,886			(4,294		)	(11		)	(11,146		)
Equity in earnings (losses) of subsidiaries	8,734			9,935			—			(8,734		)	9,935
Net income (loss)	(993		)	12,821			(4,294		)	(8,745		)	(1,211		)
Net loss attributable to noncontrolling interest in subsidiary	—			—			208			—			208
Net income (loss) attributable to Era Group Inc.	$	(993	)	$	12,821		$	(4,086	)	$	(8,745	)	$	(1,003	)

Supplemental Condensed Consolidating Statements of Operations for the Six Months Ended June 30, 2018



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Revenues	$	—		$	99,881		$	28,629		$	(13,460	)	$	115,050
Costs and expenses:
Operating	—			62,429			29,023			(13,460		)	77,992
Administrative and general	13,186			11,225			2,466			—			26,877
Depreciation	—			19,967			503			—			20,470
Total costs and expenses	13,186			93,621			31,992			(13,460		)	125,339
Gains on asset dispositions, net	—			2,417			—			—			2,417
Operating income (loss)	(13,186		)	8,677			(3,363		)	—			(7,872		)
Other income (expense):
Interest income	9			430			53			—			492
Interest expense	(7,595		)	(391		)	(111		)	—			(8,097		)
Foreign currency losses, net	(56		)	(125		)	(820		)	—			(1,001		)
Gain on debt extinguishment	—			—			175			—			175
Other, net	—			10			(4		)	—			6
Total other income (expense)	(7,642		)	(76		)	(707		)	—			(8,425		)
Income (loss) before income taxes and equity earnings	(20,828		)	8,601			(4,070		)	—			(16,297		)
Income tax benefit	(2,853		)	(459		)	—			—			(3,312		)
Income (loss) before equity earnings	(17,975		)	9,060			(4,070		)	—			(12,985		)
Equity in earnings (losses) of subsidiaries	6,402			1,112			—			(6,402		)	1,112
Net income (loss)	(11,573		)	10,172			(4,070		)	(6,402		)	(11,873		)
Net loss attributable to noncontrolling interest in subsidiary	—			—			300			—			300
Net income (loss) attributable to Era Group Inc.	$	(11,573	)	$	10,172		$	(3,770	)	$	(6,402	)	$	(11,573	)

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended June 30, 2019



	Parent		Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	4,950	$	12,359		$	(2,410	)	$	(10,025	)	$	4,874
Other comprehensive income (loss):
Foreign currency translation adjustments, net	—		(110		)	—			—			(110		)
Total other comprehensive income (loss)	—		(110		)	—			—			(110		)
Comprehensive income (loss)	4,950		12,249			(2,410		)	(10,025		)	4,764
Comprehensive loss attributable to noncontrolling interest in subsidiary	—		—			66			—			66
Comprehensive income (loss) attributable to Era Group Inc.	$	4,950	$	12,249		$	(2,344	)	$	(10,025	)	$	4,830

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended June 30, 2018



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(10,379	)	$	2,574	$	(2,136	)	$	(575	)	$	(10,516	)
Comprehensive income (loss)	(10,379		)	2,574		(2,136		)	(575		)	(10,516		)
Comprehensive loss attributable to noncontrolling interest in subsidiary	—			—		137			—			137
Comprehensive income (loss) attributable to Era Group Inc.	$	(10,379	)	$	2,574	$	(1,999	)	$	(575	)	$	(10,379	)

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Six Months Ended June 30, 2019



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(993	)	$	12,821		$	(4,294	)	$	(8,745	)	$	(1,211	)
Other comprehensive loss:
Foreign currency translation adjustments	—			(110		)	—			—			(110		)
Total other comprehensive loss	—			(110		)	—			—			(110		)
Comprehensive income (loss)	(993		)	12,711			(4,294		)	(8,745		)	(1,321		)
Comprehensive loss attributable to noncontrolling interest in subsidiary	—			—			208			—			208
Comprehensive income (loss) attributable to Era Group Inc.	$	(993	)	$	12,711		$	(4,086	)	$	(8,745	)	$	(1,113	)

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Six Months Ended June 30, 2018



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(11,573	)	$	10,172		$	(4,070	)	$	(6,402	)	$	(11,873	)
Other comprehensive loss:
Foreign currency translation adjustments	—			(5		)	—			—			(5		)
Total other comprehensive loss	—			(5		)	—			—			(5		)
Comprehensive income (loss)	(11,573		)	10,167			(4,070		)	(6,402		)	(11,878		)
Comprehensive loss attributable to noncontrolling interest in subsidiary	—			—			300			—			300
Comprehensive income (loss) attributable to Era Group Inc.	$	(11,573	)	$	10,167		$	(3,770	)	$	(6,402	)	$	(11,578	)

Supplemental Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2019



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	42,559		$	(35,355	)	$	2,671		$	—		$	9,875
Cash flows from investing activities:
Purchases of property and equipment	—			(2,468		)	(112		)	—			(2,580		)
Purchase of investments	(5,000		)	—			—			—			(5,000		)
Proceeds from sale of investments	4,430			—			—			—			4,430
Proceeds from sale of equity investees	—			35,519			—			—			35,519
Principal payments on notes due from equity investees	—			2,334			—			—			2,334
Principal payments on third party notes receivable	—			210			—			—			210
Net cash provided by (used in) investing activities	(570		)	35,595			(112		)	—			34,913
Cash flows from financing activities:
Payments on long-term debt	—			(830		)	(212		)	—			(1,042		)
Extinguishment of long-term debt	(740		)	—			—			—			(740		)
Proceeds from share award plans	—			—			—			590			590
Purchase of treasury shares	(6,055		)	—			—			—			(6,055		)
Borrowings and repayments of intercompany debt	—			590			—			(590		)	—
Net cash used in financing activities	(6,795		)	(240		)	(212		)	—			(7,247		)
Effects of exchange rate changes on cash and cash equivalents	—			—			136			—			136
Net increase (decrease) in cash and cash equivalents	35,194			—			2,483			—			37,677
Cash, cash equivalents and restricted cash, beginning of period	48,396			—			2,357			—			50,753
Cash, cash equivalents and restricted cash, end of period	$	83,590		$	—		$	4,840		$	—		$	88,430

Supplemental Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2018



	Parent		Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by operating activities	$	2,037	$	922		$	2,179		$	—		$	5,138
Cash flows from investing activities:
Purchases of property and equipment	—		(5,779		)	(179		)	—			(5,958		)
Proceeds from disposition of property and equipment	—		29,497			—			—			29,497
Principal payments on notes due from equity investees	—		186			—			—			186
Principal payments on third party notes receivable	—		571			—			—			571
Net cash provided by (used in) investing activities	—		24,475			(179		)	—			24,296
Cash flows from financing activities:
Long-term debt issuance costs	—		—			—			(1,295		)	(1,295		)
Payments on long-term debt	—		(831		)	(2,181		)	(27,000		)	(30,012		)
Proceeds from share award plans	—		—			—			484			484
Borrowings and repayments of intercompany debt	—		(27,811		)	—			27,811			—
Net cash used in financing activities	—		(28,642		)	(2,181		)	—			(30,823		)
Effects of exchange rate changes on cash and cash equivalents	—		(5		)	(382		)	—			(387		)
Net increase (decrease) in cash and cash equivalents	2,037		(3,250		)	(563		)	—			(1,776		)
Cash, cash equivalents and restricted cash, beginning of period	10,800		3,250			2,783			—			16,833
Cash, cash equivalents and restricted cash, end of period	$	12,837	$	—		$	2,220		$	—		$	15,057