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, 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 March 31, 2019



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	48,876		$	—		$	736		$	—		$	49,612
Receivables:
Trade, operating, net of allowance for doubtful accounts of $261	—			24,741			9,991			—			34,732
Trade, dry-leasing	—			2,446			—			—			2,446
Tax receivable	—			6			2,837			—			2,843
Other	5,000			1,863			341			—			7,204
Inventories, net	—			20,858			35			—			20,893
Prepaid expenses	726			1,292			215			—			2,233
Total current assets	54,602			51,206			14,155			—			119,963
Property and equipment	—			901,547			16,705			—			918,252
Accumulated depreciation	—			(323,733		)	(3,711		)	—			(327,444		)
Property and equipment, net	—			577,814			12,994			—			590,808
Operating lease right-of-use	—			7,317			1,143			—			8,460
Equity investments and advances	—			24,427			—			—			24,427
Investments in consolidated subsidiaries	171,671			—			—			(171,671		)	—
Intangible assets	—			—			1,102			—			1,102
Deferred income taxes	11,513			—			—			(11,513		)	—
Intercompany receivables	358,653			—			—			(358,653		)	—
Other assets	1,106			19,873			102			—			21,081
Total assets	$	597,545		$	680,637		$	29,496		$	(541,837	)	$	765,841
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	584		$	10,378		$	1,681		$	—		$	12,643
Accrued wages and benefits	5			4,060			1,459			—			5,524
Accrued interest	3,307			69			—			—			3,376
Accrued income taxes	69			2,800			5			—			2,874
Accrued other taxes	306			687			421			—			1,414
Accrued contingencies	—			—			656			—			656
Current portion of long-term debt	—			1,663			275			—			1,938
Other current liabilities	469			2,167			456			—			3,092
Total current liabilities	4,740			21,824			4,953			—			31,517
Long-term debt	134,060			25,901			—			—			159,961
Deferred income taxes	—			115,091			1,245			(11,512		)	104,824
Intercompany payables	—			298,659			60,026			(358,685		)	—
Operating lease liabilities	—			6,074			699			—			6,773
Other liabilities	—			721			—			—			721
Total liabilities	138,800			468,270			66,923			(370,197		)	303,796
Redeemable noncontrolling interest	—			3			3,157			—			3,160
Equity:
Common stock, $0.01 par value, 60,000,000 shares authorized; 22,220,676 outstanding, exclusive of treasury shares	224			—			—			—			224
Additional paid-in capital	448,692			100,306			4,561			(104,869		)	448,690
Retained earnings	12,310			111,948			(45,145		)	(66,771		)	12,342
Treasury shares, at cost, 157,267 shares	(2,481		)	—			—			—			(2,481		)
Accumulated other comprehensive income, net of tax				110			—			—			110
Total equity	458,745			212,364			(40,584		)	(171,640		)	458,885
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	597,545		$	680,637		$	29,496		$	(541,837	)	$	765,841

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 March 31, 2019



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Revenues	$	—		$	45,314		$	13,617		$	(7,638	)	$	51,293
Costs and expenses:
Operating	—			30,049			14,285			(7,638		)	36,696
Administrative and general	1,242			6,672			961			—			8,875
Depreciation	—			9,197			253			—			9,450
Total costs and expenses	1,242			45,918			15,499			(7,638		)	55,021
Losses on asset dispositions, net	—			(124		)	—			—			(124		)
Operating income (loss)	(1,242		)	(728		)	(1,882		)	—			(3,852		)
Other income (expense):
Interest income	196			504			52			—			752
Interest expense	(3,241		)	(213		)	(7		)	—			(3,461		)
Foreign currency losses, net	(40		)	(49		)	(37		)	—			(126		)
Other, net	—			(1		)	(10		)	—			(11		)
Total other income (expense)	(3,085		)	241			(2		)	—			(2,846		)
Income (loss) before income taxes and equity earnings	(4,327		)	(487		)	(1,884		)	—			(6,698		)
Income tax expense	336			(1,924		)	—			—			(1,588		)
Income (loss) before equity earnings	(4,663		)	1,437			(1,884		)	—			(5,110		)
Equity in earnings (losses) of subsidiaries	(1,280		)	(975		)	—			1,280			(975		)
Net income (loss)	(5,943		)	462			(1,884		)	1,280			(6,085		)
Net loss attributable to noncontrolling interest in subsidiary	—			—			142			—			142
Net income (loss) attributable to Era Group Inc.	$	(5,943	)	$	462		$	(1,742	)	$	1,280		$	(5,943	)

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 Comprehensive Income for the Three Months Ended March 31, 2019



	Parent			Guarantors		Non-guarantors			Eliminations		Consolidated
	(in thousands)
Net income (loss)	$	(5,943	)	$	462	$	(1,884	)	$	1,280	$	(6,085	)
Comprehensive income (loss)	(5,943		)	462		(1,884		)	1,280		(6,085		)
Comprehensive loss attributable to noncontrolling interest in subsidiary	—			—		142			—		142
Comprehensive income (loss) attributable to Era Group Inc.	$	(5,943	)	$	462	$	(1,742	)	$	1,280	$	(5,943	)

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 income (loss):
Foreign currency translation adjustments	—			(5		)	—			—			(5		)
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 Cash Flows for the Three Months Ended March 31, 2019



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by provided by operating activities	$	5,477		$	(1,386	)	$	(1,456	)	$	—		$	2,635
Cash flows from investing activities:
Purchases of property and equipment	—			(1,221		)	(91		)	—			(1,312		)
Purchase of investments	(5,000		)	—			—			—			(5,000		)
Principal payments on notes due from equity investees	—			2,334			—			—			2,334
Principal payments on third party notes receivable	—			104			—			—			104
Net cash used in investing activities	(5,000		)	1,217			(91		)	—			(3,874		)
Cash flows from financing activities:
Payments on long-term debt	—			(416		)	(126		)	—			(542		)
Proceeds from share award plans	—			—			—			590			590
Purchase of treasury shares	—			—			—			(5		)	(5		)
Borrowings and repayments of intercompany debt	—			585			—			(585		)	—
Net cash used in financing activities	—			169			(126		)	—			43
Effects of exchange rate changes on cash and cash equivalents	—			—			55			—			55
Net increase (decrease) in cash and cash equivalents	477			—			(1,618		)	—			(1,141		)
Cash, cash equivalents and restricted cash, beginning of period	48,396			—			2,357			—			50,753
Cash, cash equivalents and restricted cash, end of period	$	48,873		$	—		$	739		$	—		$	49,612

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
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		)
Revolving Credit Facility issuance costs	—		—			—			(1,295		)	(1,295		)
Proceeds from share award plans	—		—			—			484			484
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