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, 2018

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, 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
Current portion of long-term debt	—			1,663			395			—			2,058
Accrued other taxes	—			768			500			—			1,268
Accrued contingencies	—			—			630			—			630
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:
Era Group Inc. stockholders’ equity:
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,765,404 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 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, operating, net of allowance for doubtful accounts of $1,196	—			27,968			5,872			$	—		33,840
Trade, dry leasing	—			5,124			—			—			5,124
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 Statements of Operations for the Year Ended December 31, 2018



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Revenues	$	—		$	194,932		$	55,625		$	(28,881	)	$	221,676
Costs and expenses:
Operating	—			122,490			57,947			(28,914		)	151,523
Administrative and general	15,017			25,597			4,512			—			45,126
Depreciation	—			38,553			988			—			39,541
Total costs and expenses	15,017			186,640			63,447			(28,914		)	236,190
Gains on asset dispositions, net	—			1,618			(43		)	—			1,575
Litigation settlement proceeds	42,000			—			—			—			42,000
Loss on impairment	—			(991		)	—			—			(991		)
Operating income (loss)	26,983			8,919			(7,865		)	33			28,070
Other income (expense):
Interest income	395			1,371			276			—			2,042
Interest expense	(14,149		)	(802		)	(180		)	—			(15,131		)
Foreign currency gains, net	(95		)	(178		)	(745		)	—			(1,018		)
Gain on debt extinguishment	—			—			175			—			175
Other, net	—			34			20			—			54
Total other income (expense)	(13,849		)	425			(454		)	—			(13,878		)
Income (loss) before income taxes and equity earnings	13,134			9,344			(8,319		)	33			14,192
Income tax expense (benefit)	10,845			(7,900		)	(5		)	—			2,940
Income (loss) before equity earnings	2,289			17,244			(8,314		)	33			11,252
Equity in earnings (losses) of subsidiaries	11,601			2,206			—			(11,601		)	2,206
Net income (loss)	13,890			19,450			(8,314		)	(11,568		)	13,458
Net loss attributable to non-controlling interest in subsidiary	—			—			464			—			464
Net income (loss) attributable to Era Group Inc.	$	13,890		$	19,450		$	(7,850	)	$	(11,568	)	$	13,922

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



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
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)
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		)
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 Comprehensive Income for the Year Ended December 31, 2018



	Parent		Guarantors		Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	13,890	$	19,450	$	(8,314	)	$	(11,568	)	$	13,458
Other comprehensive income (loss):
Foreign currency translation adjustments	—		—		—			—			—
Income tax benefit	—		—		—			—			—
Total other comprehensive income (loss)	—		—		—			—			—
Comprehensive income (loss)	13,890		19,450		(8,314		)	(11,568		)	13,458
Comprehensive loss attributable to non-controlling interest in subsidiary	—		—		464			—			464
Comprehensive income (loss) attributable to Era Group Inc.	$	13,890	$	19,450	$	(7,850	)	$	(11,568	)	$	13,922

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 loss:
Foreign currency translation adjustments	—			18			—			—		18
Income tax benefit	—			—			—			—		—
Total other comprehensive 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 Cash Flows for the Year Ended December 31, 2018



	Parent		Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by operating activities	$	37,596	$	14,639		$	2,119		$	—		$	54,354
Cash flows from investing activities:
Purchases of property and equipment	—		(8,867		)	(349		)	—			(9,216		)
Proceeds from disposition of property and equipment	—		29,590			—			—			29,590
Dividends received from equity investees	—		1,000			—			—			1,000
Principal payments on notes due from equity investees	—		518			—			—			518
Principal payments on third party notes receivable	—		934			—			—			934
Net cash provided by investing activities	—		23,175			(349		)	—			22,826
Cash flows from financing activities:
Long-term debt issuance costs	—		—			—			(1,295		)	(1,295		)
Payments on long-term debt	—		(1,662		)	(1,224		)	(39,000		)	(41,886		)
Proceeds from share award plans	—		—			—			893			893
Extinguishment of long-term debt	—		—			(1,221		)	—			(1,221		)
Borrowings and repayments of intercompany debt	—		(39,402		)	—			39,402			—
Net cash used in financing activities	—		(41,064		)	(2,445		)	—			(43,509		)
Effects of exchange rate changes on cash, cash equivalents and restricted cash	—		—			249			—			249
Net increase (decrease) in cash, cash equivalents and restricted cash	37,596		(3,250		)	(426		)	—			33,920
Cash, cash equivalents and restricted cash, beginning of year	10,800		3,250			2,783			—			16,833
Cash, cash equivalents and restricted cash, end of year	$	48,396	$	—		$	2,357		$	—		$	50,753

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	—			—			—			—			—
Net cash used in investing activities	—			(6,404		)	(170		)	—			(6,574		)
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, cash equivalents and restricted cash	32			18			31			—			81
Net increase (decrease) in cash, cash equivalents and restricted cash	(14,674		)	(527		)	1,307			—			(13,894		)
Cash, cash equivalents and restricted cash, beginning of year	25,474			3,777			1,476			—			30,727
Cash, cash equivalents and restricted cash, end of year	$	10,800		$	3,250		$	2,783		$	—		$	16,833

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	—		—			—			—			—
Repayment of intercompany debt	—		—			—			—			—
Net cash used in investing activities	—		(9,164		)	48			—			(9,116		)
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, cash equivalents and restricted cash	—		(478		)	242			—			(236		)
Net increase (decrease) in cash, cash equivalents and restricted cash	17,909		252			(1,995		)	—			16,166
Cash, cash equivalents and restricted cash, beginning of year	7,565		3,525			3,471			—			14,561
Cash, cash equivalents and restricted cash, end of year	$	25,474	$	3,777		$	1,476		$	—		$	30,727