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, 2017

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, 2017



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	24,835		$	—		$	1,504		$	—		$	26,339
Receivables:
Trade, net of allowance for doubtful accounts of $1,295	39			27,094			7,707			—			34,840
Tax receivable	9			3			3,154			—			3,166
Other	—			1,523			873			—			2,396
Inventories, net	—			24,898			334			—			25,232
Prepaid expenses	667			1,732			136			—			2,535
Escrow deposits	—			3,779			—			—			3,779
Total current assets	25,550			59,029			13,708			—			98,287
Property and equipment	—			1,138,773			16,062			—			1,154,835
Accumulated depreciation	—			(341,925		)	(1,734		)	—			(343,659		)
Property and equipment, net	—			796,848			14,328			—			811,176
Equity investments and advances	—			29,727			—			—			29,727
Investments in consolidated subsidiaries	172,394			—			—			(172,394		)	—
Intangible assets	—			—			1,133			—			1,133
Deferred taxes	14,137			—			—			(14,137		)	—
Intercompany receivables	457,486			—			—			(457,486		)	—
Other assets	1,617			4,414			65			—			6,096
Total assets	$	671,184		$	890,018		$	29,234		$	(644,017	)	$	946,419
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	616		$	5,717		$	2,699		$	—		$	9,032
Accrued wages and benefits	—			5,197			1,684			—			6,881
Accrued interest	3,365			—			—			—			3,365
Accrued income taxes	—			656			33			—			689
Accrued other taxes	66			749			632			—			1,447
Accrued contingencies	—			—			1,189			—			1,189
Current portion of long-term debt	—			1,524			675			—			2,199
Other current liabilities	956			1,544			346			—			2,846
Total current liabilities	5,003			15,387			7,258			—			27,648
Long-term debt	201,866			21,227			2,853			—			225,946
Deferred income taxes	—			237,118			461			(14,137		)	223,442
Intercompany payables	—			418,914			38,572			(457,486		)	—
Other liabilities	—			924			—			—			924
Total liabilities	206,869			693,570			49,144			(471,623		)	477,960
Redeemable noncontrolling interest	—			4			4,050			—			4,054
Equity:
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,270,272 outstanding, exclusive of treasury shares	215			—			—			—			215
Additional paid-in capital	440,164			100,306			4,562			(104,868		)	440,164
Retained earnings	26,904			96,048			(28,522		)	(67,526		)	26,904
Treasury shares, at cost, 179,730 shares	(2,968		)	—			—			—			(2,968		)
Accumulated other comprehensive income, net of tax	—			90			—			—			90
Total equity	464,315			196,444			(23,960		)	(172,394		)	464,405
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	671,184		$	890,018		$	29,234		$	(644,017	)	$	946,419

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 $1,219	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:
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,936,636 shares 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, 154,549 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 Three Months Ended March 31, 2017



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Operating 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
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 expense (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 Operations for the Three Months Ended March 31, 2016



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Operating revenues	$	—		$	48,487		$	14,095		$	—		$	62,582
Costs and expenses:
Operating	—			26,010			18,297			—			44,307
Administrative and general	1,048			7,084			1,095			—			9,227
Depreciation	—			12,486			280			—			12,766
Total costs and expenses	1,048			45,580			19,672			—			66,300
Gains on asset dispositions, net	—			2,913			—			—			2,913
Operating income	(1,048		)	5,820			(5,577		)	—			(805		)
Other income (expense):
Interest income	4			123			174			—			301
Interest expense	(4,343		)	(148		)	(257		)	—			(4,748		)
Foreign currency gains (losses), net	69			(109		)	321			—			281
Other, net	—			—			(17		)	—			(17		)
Total other income (expense)	(4,270		)	(134		)	221			—			(4,183		)
Income (loss) before income taxes and equity earnings	(5,318		)	5,686			(5,356		)	—			(4,988		)
Income tax expense (benefit)	(1,229		)	215			—			—			(1,014		)
Income (loss) before equity earnings	(4,089		)	5,471			(5,356		)	—			(3,974		)
Equity losses, net of tax	—			24			—			—			24
Equity in earnings (losses) of subsidiaries	271			—			—			(271		)	—
Net income (loss)	(3,818		)	5,495			(5,356		)	(271		)	(3,950		)
Net loss attributable to noncontrolling interest in subsidiary	—			—			132			—			132
Net income (loss) attributable to Era Group Inc.	$	(3,818	)	$	5,495		$	(5,224	)	$	(271	)	$	(3,818	)

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 income (loss):
Foreign currency translation adjustments	—			(2		)	—			—		(2		)
Income tax benefit	—			—			—			—		—
Total other comprehensive income (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 Comprehensive Income for the Three Months Ended March 31, 2016



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(3,818	)	$	5,495	$	(5,356	)	$	(271	)	$	(3,950	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—		—			—			—
Income tax benefit	—			—		—			—			—
Total other comprehensive loss	—			—		—			—			—
Comprehensive income (loss)	(3,818		)	5,495		(5,356		)	(271		)	(3,950		)
Comprehensive income attributable to noncontrolling interest in subsidiary	—			—		132			—			132
Comprehensive income (loss) attributable to Era Group Inc.	$	(3,818	)	$	5,495	$	(5,224	)	$	(271	)	$	(3,818	)

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
Investments in and advances to equity method investees	—			(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
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 and cash equivalents, beginning of period	25,474			—			1,476			—			26,950
Cash and cash equivalents, end of period	$	24,835		$	—		$	1,504		$	—		$	26,339

Supplemental Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2016



	Parent		Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	19,154	$	(3,220	)	$	(1,491	)	$	350		$	14,793
Cash flows from investing activities:
Purchases of property and equipment	—		(2,090		)	(55		)	—			(2,145		)
Proceeds from disposition of property and equipment	—		3,980			—			—			3,980
Return of helicopter deposit	—		544			—			—			544
Principal payments on notes due from equity investees	—		177			—			—			177
Principal payments on third party notes receivable	—		46			—			—			46
Net cash used in investing activities	—		2,657			(55		)	—			2,602
Cash flows from financing activities:
Payments on long-term debt	—		(555		)	(1,096		)	(7,000		)	(8,651		)
Proceeds from Revolving Credit Facility	—		—			—			7,000			7,000
Proceeds from share award plans	—		—			—			477			477
Purchase of treasury shares	—		—			—			(161		)	(161		)
Borrowings and repayments of intercompany debt	—		316			350			(666		)	—
Net cash used in financing activities	—		(239		)	(746		)	(350		)	(1,335		)
Effects of exchange rate changes on cash and cash equivalents	—		368			5			—			373
Net increase (decrease) in cash and cash equivalents	19,154		(434		)	(2,287		)	—			16,433
Cash and cash equivalents, beginning of period	7,565		3,334			3,471			—			14,370
Cash and cash equivalents, end of period	$	26,719	$	2,900		$	1,184		$	—		$	30,803