Bristow Group Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

GUARANTORS OF SECURITIES

GUARANTORS OF SECURITIES

12 Months Ended

Dec. 31, 2017

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 December 31, 2017



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	10,800		$	—		$	2,783		$	—		$	13,583
Receivables:
Trade, net of allowance for doubtful accounts	—			33,092			5,872			—			38,964
Tax receivables	—			—			2,829			—			2,829
Other	—			1,126			497			—			1,623
Inventories, net	—			20,746			366			—			21,112
Prepaid expenses	349			721			133			—			1,203
Escrow deposits	—			3,250			—			—			3,250
Total current assets	11,149			58,935			12,480			—			82,564
Property and equipment	—			956,918			16,024			—			972,942
Accumulated depreciation	—			(296,573		)	(2,455		)	—			(299,028		)
Net property and equipment	—			660,345			13,569			—			673,914
Equity investments and advances	—			30,056			—			—			30,056
Investments in consolidated subsidiaries	161,350			—			—			(161,350		)	—
Intangible assets	—			—			1,122			—			1,122
Deferred income taxes	19,600			—			—			(19,600		)	—
Intercompany receivables	426,806			—			—			(426,806		)	—
Other assets	1,011			3,370			60			—			4,441
Total assets	$	619,916		$	752,706		$	27,231		$	(607,756	)	$	792,097
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	638		$	13,655		$	2,128		$	—		$	16,421
Accrued wages and benefits	—			6,804			1,460			—			8,264
Accrued interest	549			57			—			—			606
Accrued income taxes	—			24			4			—			28
Current portion of long-term debt	—			1,663			1,073			—			2,736
Accrued other taxes	18			1,192			600			—			1,810
Accrued contingencies	—			—			859			—			859
Other current liabilities	848			835			37			—			1,720
Total current liabilities	2,053			24,230			6,161			—			32,444
Long-term debt	172,292			27,979			1,903			—			202,174
Deferred income taxes	—			124,948			1,250			(19,600		)	106,598
Intercompany payables	—			381,660			45,146			(426,806		)	—
Other liabilities	—			1,435			(1		)	—			1,434
Total liabilities	174,345			560,252			54,459			(446,406		)	342,650
Redeemable noncontrolling interest	—			4			3,762			—			3,766
Equity:
Era Group Inc. stockholders’ equity:
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,936,636 outstanding, exclusive of treasury shares	215			—			—			—			215
Additional paid-in capital	443,944			100,306			4,562			(104,868		)	443,944
Retained earnings	4,363			92,034			(35,552		)	(56,482		)	4,363
Treasury shares, at cost, 214,441 shares	(2,951		)	—			—			—			(2,951		)
Accumulated other comprehensive income, net of tax	—			110			—			—			110
Total equity	445,571			192,450			(30,990		)	(161,350		)	445,681
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	619,916		$	752,706		$	27,231		$	(607,756	)	$	792,097

Supplemental Condensed Consolidating Balance Sheet as of December 31, 2016



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	25,474		$	—		$	1,476		$	—		$	26,950
Receivables:
Trade, net of allowance for doubtful accounts of $2,103	39			26,118			6,313			—			32,470
Tax receivables	9			4			3,448			—			3,461
Other	—			1,658			1,058			—			2,716
Inventories, net	—			25,156			261			—			25,417
Prepaid expenses	359			976			244			—			1,579
Escrow deposits	—			3,777			—			—			3,777
Total current assets	25,881			57,689			12,800			—			96,370
Property and equipment	—			1,138,020			16,008			—			1,154,028
Accumulated depreciation	—			(330,735		)	(1,484		)	—			(332,219		)
Net property and equipment	—			807,285			14,524			—			821,809
Equity investments and advances	—			29,266			—			—			29,266
Investments in consolidated subsidiaries	174,830			—			—			(174,830		)	—
Intangible assets	—			—			1,137			—			1,137
Deferred income taxes	12,262			—			—			(12,262		)	—
Intercompany receivables	460,623			—			—			(460,623		)	—
Other assets	1,820			4,723			48			—			6,591
Total assets	$	675,416		$	898,963		$	28,509		$	(647,715	)	$	955,173
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	322		$	6,273		$	2,281		$	—		$	8,876
Accrued wages and benefits	—			6,446			2,061			—			8,507
Accrued interest	529			—			—			—			529
Accrued income taxes	—			653			13			—			666
Current portion of long-term debt	—			1,524			615			—			2,139
Accrued other taxes	29			645			773			—			1,447
Accrued contingencies	—			—			1,237			—			1,237
Other current liabilities	481			1,525			216			—			2,222
Total current liabilities	1,361			17,066			7,196			—			25,623
Long-term debt	205,730			21,642			2,767			—			230,139
Deferred income taxes	—			237,067			667			(12,262		)	225,472
Intercompany payables	—			426,410			34,213			(460,623		)	—
Other liabilities	—			1,301			—			—			1,301
Total liabilities	207,091			703,486			44,843			(472,885		)	482,535
Redeemable noncontrolling interest	—			4			4,217			—			4,221
Equity:
Era Group Inc. stockholders’ equity:
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,936,636 outstanding, exclusive of treasury shares	211			—			—			—			211
Additional paid-in capital	438,489			100,306			4,562			(104,868		)	438,489
Retained earnings	32,524			95,075			(25,113		)	(69,962		)	32,524
Treasury shares, at cost, 175,350 shares	(2,899		)	—			—			—			(2,899		)
Accumulated other comprehensive income, net of tax	—			92			—			—			92
Total equity	468,325			195,473			(20,551		)	(174,830		)	468,417
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	675,416		$	898,963		$	28,509		$	(647,715	)	$	955,173

Supplemental Condensed Consolidating Statements of Operations for the Year Ended December 31, 2017



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Operating revenues	$	—		$	201,653		$	60,466		$	(30,798	)	$	231,321
Costs and expenses:
Operating	—			133,077			65,167			(30,798		)	167,446
Administrative and general	7,887			28,451			5,754			—			42,092
Depreciation	—			44,756			980			—			45,736
Total costs and expenses	7,887			206,284			71,901			(30,798		)	255,274
Gains on asset dispositions, net	—			4,364			143			—			4,507
Loss on impairment	—			(116,586		)	(432		)	—			(117,018		)
Operating income (loss)	(7,887		)	(116,853		)	(11,724		)	—			(136,464		)
Other income (expense):
Interest income	108			419			233			—			760
Interest expense	(14,495		)	(800		)	(1,468		)	—			(16,763		)
Foreign currency gains, net	256			330			(812		)	—			(226		)
Other, net	—			143			(155		)	—			(12		)
Total other income (expense)	(14,131		)	92			(2,202		)	—			(16,241		)
Income (loss) before income taxes and equity earnings	(22,018		)	(116,761		)	(13,926		)	—			(152,705		)
Income tax expense (benefit)	(7,338		)	(112,295		)	(3,032		)	—			(122,665		)
Income (loss) before equity earnings	(14,680		)	(4,466		)	(10,894		)	—			(30,040		)
Equity earnings, net of tax				1,425			—						1,425
Equity in earnings (losses) of subsidiaries	(13,481		)	—			—			13,481			—
Net income (loss)	(28,161		)	(3,041		)	(10,894		)	13,481			(28,615		)
Net loss attributable to non-controlling interest in subsidiary	—			—			454			—			454
Net income (loss) attributable to Era Group Inc.	$	(28,161	)	$	(3,041	)	$	(10,440	)	$	13,481		$	(28,161	)

Supplemental Condensed Consolidating Statements of Operations for the Year Ended December 31, 2016



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Operating revenues	$	—		$	225,773		$	61,514		$	(40,059	)	$	247,228
Costs and expenses:
Operating	—			138,350			71,572			(40,059		)	169,863
Administrative and general	3,744			27,834			4,628			—			36,206
Depreciation	—			48,248			1,067			—			49,315
Total costs and expenses	3,744			214,432			77,267			(40,059		)	255,384
Gains on asset dispositions, net	—			5,035			(248		)	—			4,787
Operating income	(3,744		)	16,376			(16,001		)	—			(3,369		)
Other income (expense):
Interest income	56			472			213			—			741
Interest expense	(16,033		)	(809		)	(483		)	—			(17,325		)
Derivative losses, net	—			—			—			—			—
Foreign currency gains (losses), net	(77		)	(879		)	963			—			7
Gain on debt extinguishment	518			—			—			—			518
Other, net	—			11			58			—			69
Total other income (expense)	(15,536		)	(1,205		)	751			—			(15,990		)
Income (loss) before income taxes and equity earnings	(19,280		)	15,171			(15,250		)	—			(19,359		)
Income tax expense (benefit)	(8,807		)	4,971			479			—			(3,357		)
Income (loss) before equity earnings	(10,473		)	10,200			(15,729		)	—			(16,002		)
Equity earnings, net of tax	—			1,092			—			—			1,092
Equity in earnings (losses) of subsidiaries	2,495			—			—			(2,495		)	—
Net income (loss)	(7,978		)	11,292			(15,729		)	(2,495		)	(14,910		)
Net income attributable to non-controlling interest in subsidiary	—			6,349			583			—			6,932
Net income (loss) attributable to Era Group Inc.	$	(7,978	)	$	17,641		$	(15,146	)	$	(2,495	)	$	(7,978	)

Supplemental Condensed Consolidating Statements of Operations for the Year Ended December 31, 2015



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Operating revenues	$	—		$	262,898		$	18,952		$	(13	)	$	281,837
Costs and expenses:
Operating	—			149,702			21,792			(13		)	171,481
Administrative and general	6,484			33,326			3,002			—			42,812
Depreciation	—			46,722			615			—			47,337
Total costs and expenses	6,484			229,750			25,409			(13		)	261,630
Gains on asset dispositions, net	—			8,582			(2,629		)	—			5,953
Goodwill impairment	—			(352		)	(1,514		)	—			(1,866		)
Operating income (loss)	(6,484		)	41,378			(10,600		)	—			24,294
Other income (expense):
Interest income	16			900			275			—			1,191
Interest expense	(12,479		)	(773		)	(274		)	—			(13,526		)
Intercompany interest income (expense)	—			—			—			—			—
Foreign currency gains (losses), net	569			(3,119		)	(40		)	—			(2,590		)
Gain on debt extinguishment	1,617			—			—			—			1,617
Gain on sale of FBO	12,946			—			—			—			12,946
Other, net	(3		)	63			(15		)	—			45
Total other income (expense)	2,666			(2,947		)	(54		)	—			(335		)
Income (loss) before income taxes and equity earnings	(3,818		)	38,431			(10,654		)	—			23,959
Income tax expense (benefit)	(3,368		)	17,625			(140		)	—			14,117
Income (loss) before equity earnings	(450		)	20,806			(10,514		)	—			9,842
Equity losses, net of tax	—			(1,943		)	—			—			(1,943		)
Equity in earnings (losses) of subsidiaries	9,155			—			—			(9,155		)	—
Net income (loss)	8,705			18,863			(10,514		)	(9,155		)	7,899
Net loss attributable to non-controlling interest in subsidiary	—			376			430			—			806
Net income (loss) attributable to Era Group Inc.	$	8,705		$	19,239		$	(10,084	)	$	(9,155	)	$	8,705

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Year Ended December 31, 2017



	Parent			Guarantors			Non-guarantors			Eliminations		Consolidated
	(in thousands)
Net income (loss)	$	(28,161	)	$	(3,041	)	$	(10,894	)	$	13,481	$	(28,615	)
Other comprehensive income (loss):
Foreign currency translation adjustments	—			18			—			—		18
Income tax benefit	—			—			—			—		—
Total other comprehensive income (loss)	—			18			—			—		18
Comprehensive income (loss)	(28,161		)	(3,023		)	(10,894		)	13,481		(28,597		)
Comprehensive loss attributable to non-controlling interest in subsidiary	—			—			454			—		454
Comprehensive income (loss) attributable to Era Group Inc.	$	(28,161	)	$	(3,023	)	$	(10,440	)	$	13,481	$	(28,143	)

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Year Ended December 31, 2016



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(7,978	)	$	11,292	$	(15,729	)	$	(2,495	)	$	(14,910	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—		—			—			—
Income tax benefit	—			—		—			—			—
Total other comprehensive loss	—			—		—			—			—
Comprehensive income (loss)	(7,978		)	11,292		(15,729		)	(2,495		)	(14,910		)
Comprehensive loss attributable to non-controlling interest in subsidiary	—			6,349		583			—			6,932
Comprehensive income (loss) attributable to Era Group Inc.	$	(7,978	)	$	17,641	$	(15,146	)	$	(2,495	)	$	(7,978	)

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Year Ended December 31, 2015



	Parent		Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	8,705	$	18,863		$	(10,514	)	$	(9,155	)	$	7,899
Other comprehensive loss:
Foreign currency translation adjustments	—		(4		)	—			—			(4		)
Income tax benefit	—		1			—			—			1
Total other comprehensive loss	—		(3		)	—			—			(3		)
Comprehensive income (loss)	8,705		18,860			(10,514		)	(9,155		)	7,896
Comprehensive loss attributable to non-controlling interest in subsidiary	—		376			430			—			806
Comprehensive income (loss) attributable to Era Group Inc.	$	8,705	$	19,236		$	(10,084	)	$	(9,155	)	$	8,702

Supplemental Condensed Consolidating Statements of Cash Flows for the Year Ended December 31, 2017



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	(14,706	)	$	32,601		$	2,201		$	—		$	20,096
Cash flows from investing activities:
Purchases of property and equipment	—			(16,600		)	(170		)	—			(16,770		)
Proceeds from disposition of property and equipment	—			9,392			—			—			9,392
Principal payments on notes due from equity investees	—			761			—			—			761
Investments in and advances to equity investees	—			(126		)	—			—			(126		)
Principal payments on third party notes receivable	—			169			—			—			169
Escrow deposits on like-kind exchanges, net	—			527			—			—			527
Net cash used in investing activities	—			(5,877		)	(170		)	—			(6,047		)
Cash flows from financing activities:
Proceeds from Revolving Credit Facility	—			8,000			—			9,000			17,000
Payments on long-term debt	—			(1,526		)	(755		)	(43,000		)	(45,281		)
Proceeds from share award plans	—			—			—			836			836
Purchase of treasury shares	—			—			—			(52		)	(52		)
Borrowings and repayments of intercompany debt	—			(33,216		)	—			33,216			—
Net cash used in financing activities	—			(26,742		)	(755		)	—			(27,497		)
Effects of exchange rate changes on cash and cash equivalents	32			18			31			—			81
Net increase (decrease) in cash and cash equivalents	(14,674		)	—			1,307			—			(13,367		)
Cash and cash equivalents, beginning of period	25,474			—			1,476			—			26,950
Cash and cash equivalents, end of period	$	10,800		$	—		$	2,783		$	—		$	13,583

Supplemental Condensed Consolidating Statements of Cash Flows for the Year Ended December 31, 2016



	Parent		Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	17,909	$	41,239		$	(644	)	$	—		$	58,504
Cash flows from investing activities:
Purchases of property and equipment	—		(39,020		)	(180		)				(39,200		)
Proceeds from disposition of property and equipment	—		28,381			228						28,609
Return of helicopter deposits	—		544			—			—			544
Principal payments on notes due from equity investees	—		723			—			—			723
Principal payments on third party notes receivable	—		208			—			—			208
Escrow deposits, net	—		(3,848		)	—			190			(3,658		)
Repayment of intercompany debt	—		190			—			(190		)	—
Net cash used in investing activities	—		(12,822		)	48			—			(12,774		)
Cash flows from financing activities:
Proceeds from Revolving Credit Facility	—		—			—			12,000			12,000
Long-term debt issuance costs	—		—			—			(886		)	(886		)
Payments on long-term debt	—		(1,803		)	(1,641		)	(37,000		)	(40,444		)
Extinguishment of long-term debt	—		—			—			(4,331		)	(4,331		)
Proceeds from share award plans	—		—			—			836			836
Purchase of treasury shares	—		—			—			(161		)	(161		)
Repayment of intercompany debt	—		(29,542		)	—			29,542			—
Net cash provided by financing activities	—		(31,345		)	(1,641		)	—			(32,986		)
Effects of exchange rate changes on cash and cash equivalents	—		(406		)	242			—			(164		)
Net increase (decrease) in cash and cash equivalents	17,909		(3,334		)	(1,995		)	—			12,580
Cash and cash equivalents, beginning of period	7,565		3,334			3,471			—			14,370
Cash and cash equivalents, end of period	$	25,474	$	—		$	1,476		$	—		$	26,950

Supplemental Condensed Consolidating Statements of Cash Flows for the Year Ended December 31, 2015



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by operating activities	$	(8,916	)	$	38,111		$	15,261		$	—		$	44,456
Cash flows from investing activities:
Purchases of property and equipment	—			(60,046		)	(11,774		)	11,770			(60,050		)
Proceeds from disposition of property and equipment	—			37,098			—			(11,770		)	25,328
Cash settlements on forward contracts, net	—			(1,103		)	—			—			(1,103		)
Business acquisitions, net of cash acquired	—			—			(1,747		)	—			(1,747		)
Investments in and advances to equity investees	—			(36		)	—			—			(36		)
Proceeds from sale of FBO	—			—			—			14,252			14,252
Principal payments on notes due from equity investees	—			688			—			—			688
Principal payments on third party notes receivable	—			52			—			—			52
Escrow deposits, net	—			(1		)	—			(190		)	(191		)
Repayment of intercompany debt	—			14,062			—			(14,062		)	—
Net cash used in investing activities	—			(9,286		)	(13,521		)	—			(22,807		)
Cash flows from financing activities:
Proceeds from Revolving Credit Facility	—			—			—			60,000			60,000
Long-term debt issuance costs	—			(71		)	—			—			(71		)
Payments on long-term debt	—			(2,458		)	(467		)	(55,000		)	(57,925		)
Extinguishment of long-term debt	—			—			—			(46,920		)	(46,920		)
Proceeds from share awards plans	—			—			—			1,096			1,096
Tax expense on vested restricted stock	—			—			—			(127		)	(127		)
Purchase of treasury shares	—			—			—			(2,079		)	(2,079		)
Repayment of intercompany debt	—			(43,030		)	—			43,030			—
Net cash used in financing activities	—			(45,559		)	(467		)	—			(46,026		)
Effects of exchange rate changes on cash and cash equivalents	—			(2,120		)	—			—			(2,120		)
Net increase (decrease) in cash and cash equivalents	(8,916		)	(18,854		)	1,273			—			(26,497		)
Cash and cash equivalents, beginning of period	16,481			22,188			2,198			—			40,867
Cash and cash equivalents, end of period	$	7,565		$	3,334		$	3,471		$	—		$	14,370