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

3 Months Ended

Mar. 31, 2018

On December 7, 2012, Era Group issued the 7.750% Senior Notes. 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 these subsidiaries to guarantee the 7.750% Senior Notes, the Company is presenting 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 unaudited condensed consolidated financial statements of the Company. The supplemental condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include all disclosures included in annual financial statements.

Supplemental Condensed Consolidating Balance Sheet as of March 31, 2018



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	14,195		$	—		$	2,358		$	—		$	16,553
Receivables:
Trade, operating, net of allowance for doubtful accounts of $1,058	—			28,008			6,439			—			34,447
Trade, dry-leasing	—			4,253			—			—			4,253
Tax receivable	1			—			3,465			—			3,466
Other	—			2,997			1,171			—			4,168
Inventories, net	—			20,437			393			—			20,830
Deferred income taxes	21,136			—			—			(21,136		)	—
Prepaid expenses	677			1,929			198			—			2,804
Total current assets	36,009			57,624			14,024			(21,136		)	86,521
Property and equipment	—			932,951			16,113			—			949,064
Accumulated depreciation	—			(294,628		)	(2,713		)	—			(297,341		)
Property and equipment, net	—			638,323			13,400			—			651,723
Equity investments and advances	—			30,445			—			—			30,445
Investments in consolidated subsidiaries	167,177			—			—			(167,177		)	—
Intangible assets	—			—			1,118			—			1,118
Intercompany receivables	408,068			—			—			(408,068		)	—
Other assets	1,688			3,040			70			—			4,798
Total assets	$	612,942		$	729,432		$	28,612		$	(596,381	)	$	774,605
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	871		$	7,778		$	2,435		$	—		$	11,084
Accrued wages and benefits	—			4,859			1,671			—			6,530
Accrued interest	3,485			—			—			—			3,485
Accrued income taxes	—			24			22			—			46
Accrued other taxes	—			1,375			481			—			1,856
Accrued contingencies	—			—			892			—			892
Current portion of long-term debt	—			1,524			772			—			2,296
Other current liabilities	2,536			600			30			—			3,166
Total current liabilities	6,892			16,160			6,303			—			29,355
Long-term debt	160,439			27,564			467			—			188,470
Deferred income taxes	—			125,751			1,250			(21,136		)	105,865
Intercompany payables	—			358,320			49,748			(408,068		)	—
Other liabilities	—			1,590			6			—			1,596
Total liabilities	167,331			529,385			57,774			(429,204		)	325,286
Redeemable noncontrolling interest	—			4			3,599			—			3,603
Equity:
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,688,959 outstanding, exclusive of treasury shares	219			—			—			—			219
Additional paid-in capital	445,174			100,306			4,562			(104,868		)	445,174
Retained earnings	3,169			99,632			(37,323		)	(62,309		)	3,169
Treasury shares, at cost, 215,141 shares	(2,951		)	—			—			—			(2,951		)
Accumulated other comprehensive income, net of tax	—			105			—			—			105
Total equity	445,611			200,043			(32,761		)	(167,177		)	445,716
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	612,942		$	729,432		$	28,612		$	(596,381	)	$	774,605

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:
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,319,150 shares 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, 215,141 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 Three Months Ended March 31, 2018



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Revenues	$	—		$	49,832		$	14,467		$	(6,977	)	$	57,322
Costs and expenses:
Operating	—			29,770			14,867			(6,977		)	37,660
Administrative and general	4,313			6,373			1,385			—			12,071
Depreciation	—			10,094			260			—			10,354
Total costs and expenses	4,313			46,237			16,512			(6,977		)	60,085
Gains on asset dispositions, net	—			4,414			—			—			4,414
Operating income (loss)	(4,313		)	8,009			(2,045		)	—			1,651
Other income (expense):
Interest income	4			96			46			—			146
Interest expense	(4,303		)	(182		)	(91		)	—			(4,576		)
Foreign currency gains (losses), net	55			30			(11		)	—			74
Gain on debt extinguishment	—			—			175			—			175
Other, net	—			—			(8		)	—			(8		)
Total other income (expense)	(4,244		)	(56		)	111			—			(4,189		)
Income (loss) before income taxes and equity earnings	(8,557		)	7,953			(1,934		)	—			(2,538		)
Income tax expense (benefit)	(1,536		)	798			—			—			(738		)
Income (loss) before equity earnings	(7,021		)	7,155			(1,934		)	—			(1,800		)
Equity earnings, net of tax	—			443			—			—			443
Equity in earnings (losses) of subsidiaries	5,827			—			—			(5,827		)	—
Net income (loss)	(1,194		)	7,598			(1,934		)	(5,827		)	(1,357		)
Net loss attributable to noncontrolling interest in subsidiary	—			—			163			—			163
Net income (loss) attributable to Era Group Inc.	$	(1,194	)	$	7,598		$	(1,771	)	$	(5,827	)	$	(1,194	)

Supplemental Condensed Consolidating Statements of Operations for the Three Months Ended March 31, 2017



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Revenues	$	—		$	48,033		$	15,400		$	(8,906	)	$	54,527
Costs and expenses:
Operating	—			29,113			17,550			(8,906		)	37,757
Administrative and general	1,865			7,038			1,478			—			10,381
Depreciation	—			11,320			234			—			11,554
Total costs and expenses	1,865			47,471			19,262			(8,906		)	59,692
Gains on asset dispositions, net	—			109			—			—			109
Operating income (loss)	(1,865		)	671			(3,862		)	—			(5,056		)
Other income (expense):
Interest income	21			111			118			—			250
Interest expense	(3,241		)	(298		)	(50		)	—			(3,589		)
Foreign currency gains (losses), net	25			8			(5		)	—			28
Gain on debt extinguishment	—			—			—			—			—
Other, net	—			—			12			—			12
Total other income (expense)	(3,195		)	(179		)	75			—			(3,299		)
Income (loss) before income taxes and equity earnings	(5,060		)	492			(3,787		)	—			(8,355		)
Income tax benefit	(1,876		)	(16		)	(211		)	—			(2,103		)
Income (loss) before equity earnings	(3,184		)	508			(3,576		)	—			(6,252		)
Equity earnings, net of tax	—			465			—			—			465
Equity in earnings (losses) of subsidiaries	(2,436		)	—			—			2,436			—
Net income (loss)	(5,620		)	973			(3,576		)	2,436			(5,787		)
Net loss attributable to noncontrolling interest in subsidiary	—			—			167			—			167
Net income (loss) attributable to Era Group Inc.	$	(5,620	)	$	973		$	(3,409	)	$	2,436		$	(5,620	)

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended March 31, 2018



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(1,194	)	$	7,598		$	(1,934	)	$	(5,827	)	$	(1,357	)
Other comprehensive loss:
Foreign currency translation adjustments	—			(5		)	—			—			(5		)
Income tax benefit	—			—			—			—			—
Total other comprehensive loss	—			(5		)	—			—			(5		)
Comprehensive income (loss)	(1,194		)	7,593			(1,934		)	(5,827		)	(1,362		)
Comprehensive loss attributable to noncontrolling interest in subsidiary	—			—			163			—			163
Comprehensive income (loss) attributable to Era Group Inc.	$	(1,194	)	$	7,593		$	(1,771	)	$	(5,827	)	$	(1,199	)

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended March 31, 2017



	Parent			Guarantors			Non-guarantors			Eliminations		Consolidated
	(in thousands)
Net income (loss)	$	(5,620	)	$	973		$	(3,576	)	$	2,436	$	(5,787	)
Other comprehensive loss:
Foreign currency translation adjustments	—			(2		)	—			—		(2		)
Income tax benefit	—			—			—			—		—
Total other comprehensive loss	—			(2		)	—			—		(2		)
Comprehensive income (loss)	(5,620		)	971			(3,576		)	2,436		(5,789		)
Comprehensive loss attributable to noncontrolling interest in subsidiary	—			—			167			—		167
Comprehensive income (loss) attributable to Era Group Inc.	$	(5,620	)	$	971		$	(3,409	)	$	2,436	$	(5,622	)

Supplemental Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2018



	Parent		Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	3,387	$	(5,761	)	$	1,344		$	—		$	(1,030	)
Cash flows from investing activities:
Purchases of property and equipment	—		(3,746		)	(38		)	—			(3,784		)
Proceeds from disposition of property and equipment	—		19,497			—			—			19,497
Investments in and advances to equity method investees	—		—			—			—			—
Principal payments on notes due from equity investees	—		54			—			—			54
Principal payments on third party notes receivable	—		76			—			—			76
Net cash used in investing activities	—		15,881			(38		)	—			15,843
Cash flows from financing activities:
Payments on long-term debt	—		(554		)	(1,705		)	(12,000		)	(14,259		)
Proceeds from issuance of long-term debt	—		—			—			—			—
Proceeds from Revolving Credit Facility	—		—			—			—			—
Revolving Credit Facility issuance costs	—		—			—			(1,295		)	(1,295		)
Extinguishment of long-term debt	—		—			—			—			—
Proceeds from share award plans	—		—			—			484			484
Purchase of treasury shares	—		—			—			—			—
Tax expense on vested restricted stock	—		—			—			—			—
Borrowings and repayments of intercompany debt	—		(12,811		)	—			12,811			—
Net cash used in financing activities	—		(13,365		)	(1,705		)	—			(15,070		)
Effects of exchange rate changes on cash and cash equivalents	8		(5		)	(26		)	—			(23		)
Net increase (decrease) in cash and cash equivalents	3,395		(3,250		)	(425		)	—			(280		)
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	$	14,195	$	—		$	2,358		$	—		$	16,553

Supplemental Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2017



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	(639	)	$	4,718		$	174		$	—		$	4,253
Cash flows from investing activities:
Purchases of property and equipment	—			(971		)	(34		)	—			(1,005		)
Proceeds from disposition of property and equipment	—			126			—			—			126
Return of helicopter deposit	—			(114		)	—			—			(114		)
Principal payments on notes due from equity investees	—			185			—			—			185
Principal payments on third party notes receivable	—			56			—			—			56
Net cash provided by (used in) investing activities	—			(718		)	(34		)	—			(752		)
Cash flows from financing activities:
Payments on long-term debt	—			(415		)	(166		)	(6,000		)	(6,581		)
Proceeds from Revolving Credit Facility	—			—			—			2,000			2,000
Extinguishment of long-term debt	—			—			—			—			—
Proceeds from share award plans	—			—			—			463			463
Purchase of treasury shares	—			—			—			(51		)	(51		)
Borrowings and repayments of intercompany debt	—			(3,588		)	—			3,588			—
Net cash used in financing activities	—			(4,003		)	(166		)	—			(4,169		)
Effects of exchange rate changes on cash and cash equivalents	—			3			54			—			57
Net increase (decrease) in cash and cash equivalents	(639		)	—			28			—			(611		)
Cash, cash equivalents and restricted cash, beginning of period	25,474			3,777			1,476			—			30,727
Cash, cash equivalents and restricted cash, end of period	$	24,835		$	3,777		$	1,504		$	—		$	30,116