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, 2016

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, 2016



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	26,719		$	2,900		$	1,184		$	—		$	30,803
Receivables:
Trade, net of allowance for doubtful accounts of $2,089	39			30,546			6,395			—			36,980
Tax receivable	6,000			68			—			—			6,068
Other	—			3,135			572			—			3,707
Inventories, net	—			25,151			2,593			—			27,744
Prepaid expenses	692			2,503			79			—			3,274
Other current assets	190			1			—			—			191
Total current assets	33,640			64,304			10,823			—			108,767
Property and equipment	—			1,154,749			16,522			—			1,171,271
Accumulated depreciation	—			(324,482		)	(881		)	—			(325,363		)
Property and equipment, net	—			830,267			15,641			—			845,908
Equity investments and advances	—			28,795			—			—			28,795
Investments in consolidated subsidiaries	172,605			—			—			(172,605		)	—
Deferred taxes	5,360			—			—			(5,360		)	—
Intangible assets	—			—			1,153			—			1,153
Intercompany receivables	494,579			—			—			(494,579		)	—
Other assets	1,994			6,605			4,251			—			12,850
Total assets	$	708,178		$	929,971		$	31,868		$	(672,544	)	$	997,473
LIABILITIES, REDEEMABLE NONCONTROLLING INTREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	579		$	8,338		$	1,202		$	—		$	10,119
Accrued wages and benefits	—			4,574			1,670			—			6,244
Accrued interest	3,491			—			—			—			3,491
Accrued other taxes	59			1,132			714			—			1,905
Accrued contingencies	—			—			2,851			—			2,851
Current portion of long-term debt	—			1,524			767			—			2,291
Other current liabilities	360			1,354			61			—			1,775
Total current liabilities	4,489			16,922			7,265			—			28,676
Long-term debt	235,185			22,890			5,515			—			263,590
Deferred income taxes	—			233,765			678			(5,360		)	229,083
Intercompany payables	—			476,236			18,343			(494,579		)	—
Other liabilities	—			1,590			1,265			—			2,855
Total liabilities	239,674			751,403			33,066			(499,939		)	524,204
Redeemable noncontrolling interest	—			4			4,668			—			4,672
Equity:
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,879,783 outstanding, exclusive of treasury shares	211			—			—			—			211
Additional paid-in capital	434,460			95,543			9,325			(104,868		)	434,460
Retained earnings	36,683			82,929			(15,191		)	(67,737		)	36,684
Treasury shares, at cost, 171,114 shares	(2,850		)	—			—			—			(2,850		)
Accumulated other comprehensive income, net of tax	—			92			—			—			92
Total equity	468,504			178,564			(5,866		)	(172,605		)	468,597
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	708,178		$	929,971		$	31,868		$	(672,544	)	$	997,473

Supplemental Condensed Consolidating Balance Sheet as of December 31, 2015



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	7,565		$	3,334		$	3,471		$	—		$	14,370
Receivables:
Trade, net of allowance for doubtful accounts of $2,103	39			40,345			8,255			—			48,639
Tax receivables	6,013			72			—			—			6,085
Other	—			3,089			216			—			3,305
Inventories, net	—			25,557			2,437			—			27,994
Prepaid expenses	458			1,411			94			—			1,963
Other current assets	190			1			—			—			191
Total current assets	14,265			73,809			14,473			—			102,547
Property and equipment	—			1,159,441			16,468			—			1,175,909
Accumulated depreciation	—			(316,090		)	(603		)	—			(316,693		)
Net property and equipment	—			843,351			15,865			—			859,216
Equity investments and advances	—			28,898			—			—			28,898
Investments in consolidated subsidiaries	172,335			—			—			(172,335		)	—
Intangible assets	—			—			1,158			—			1,158
Deferred income taxes	3,823			—			—			(3,823		)	—
Intercompany receivables	515,255			—			—			(515,255		)	—
Other assets	2,166			6,999			3,367			—			12,532
Total assets	$	707,844		$	953,057		$	34,863		$	(691,413	)	$	1,004,351
LIABILITIES, REDEEMABLE NONCONTROLLING INTREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	386		$	9,635		$	1,979		$	—		$	12,000
Accrued wages and benefits	—			6,875			2,137			—			9,012
Accrued interest	549			13			—			—			562
Current portion of long-term debt	—			1,663			1,615			—			3,278
Accrued other taxes	30			789			1,701			—			2,520
Accrued contingencies	—			—			2,410			—			2,410
Other current liabilities	534			1,311			455			—			2,300
Total current liabilities	1,499			20,286			10,297			—			32,082
Long-term debt	235,134			23,305			5,259			—			263,698
Deferred income taxes	—			232,994			677			(3,823		)	229,848
Intercompany payables	—			501,512			13,743			(515,255		)	—
Other liabilities	—			1,887			729			—			2,616
Total liabilities	236,633			779,984			30,705			(519,078		)	528,244
Redeemable noncontrolling interest	—			4			4,800			—			4,804
Equity:
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,495,694 outstanding, exclusive of treasury shares	207			—			—			—			207
Additional paid-in capital	433,175			95,543			9,325			(104,868		)	433,175
Intercompany receivables	—			—			—			—			—
Retained earnings	40,502			77,434			(9,967		)	(67,467		)	40,502
Treasury shares, at cost, 154,549 shares	(2,673		)	—			—			—			(2,673		)
Accumulated other comprehensive income, net of tax	—			92			—			—			92
Total equity	471,211			173,069			(642		)	(172,335		)	471,303
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	707,844		$	953,057		$	34,863		$	(691,413	)	$	1,004,351

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 (loss)	(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 earnings, 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 non-controlling 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 Operations for the Three Months Ended March 31, 2015



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Operating revenues	$	—		$	67,415		$	—		$	—		$	67,415
Costs and expenses:
Operating	—			43,517			88			—			43,605
Administrative and general	1,374			8,369			—			—			9,743
Depreciation	—			11,456			146			—			11,602
Total costs and expenses	1,374			63,342			234			—			64,950
Gains on asset dispositions, net	—			3,388			—			—			3,388
Operating income	(1,374		)	7,461			(234		)	—			5,853
Other income (expense):
Interest income	5			245			1			—			251
Interest expense	(3,352		)	(193		)	—			—			(3,545		)
Derivative losses, net	—			(12		)	—			—			(12		)
Foreign currency gains (losses), net	542			(3,502		)	—			—			(2,960		)
Gain on debt extinguishment	264			—			—			—			264
Total other income (expense)	(2,541		)	(3,462		)	1			—			(6,002		)
Income (loss) before income taxes and equity earnings	(3,915		)	3,999			(233		)	—			(149		)
Income tax expense (benefit)	(1,482		)	1,427			—			—			(55		)
Income (loss) before equity earnings	(2,433		)	2,572			(233		)	—			(94		)
Equity losses, net of tax	—			(145		)	—			—			(145		)
Equity in earnings (losses) of subsidiaries	2,391			—			—			(2,391		)	—
Net income (loss)	(42		)	2,427			(233		)	(2,391		)	(239		)
Net loss attributable to non-controlling interest in subsidiary	—			197			—			—			197
Net income (loss) attributable to Era Group Inc.	$	(42	)	$	2,624		$	(233	)	$	(2,391	)	$	(42	)

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 income (loss):
Foreign currency translation adjustments	—			—		—			—			—
Total other comprehensive income (loss)	—			—		—			—			—
Comprehensive income (loss)	(3,818		)	5,495		(5,356		)	(271		)	(3,950		)
Comprehensive loss attributable to non-controlling 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 Comprehensive Income for the Three Months Ended March 31, 2015



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(42	)	$	2,427		$	(233	)	$	(2,391	)	$	(239	)
Other comprehensive loss:
Foreign currency translation adjustments	—			(3		)	—			—			(3		)
Income tax benefit	—			1			—			—			1
Total other comprehensive loss	—			(2		)	—			—			(2		)
Comprehensive income (loss)	(42		)	2,425			(233		)	(2,391		)	(241		)
Comprehensive income attributable to non-controlling interest in subsidiary	—			197			—			—			197
Comprehensive income (loss) attributable to Era Group Inc.	$	(42	)	$	2,622		$	(233	)	$	(2,391	)	$	(44	)

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 provided by (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

Supplemental Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2015



	Parent			Guarantors			Non-guarantors		Eliminations			Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	(1,517	)	$	8,304		$	1	$	—		$	6,788
Cash flows from investing activities:
Purchases of property and equipment	—			(8,866		)	—		—			(8,866		)
Proceeds from disposition of property and equipment	—			5,379			—		—			5,379
Cash settlements on forward contracts, net	—			—			—		(1,103		)	(1,103		)
Principal payments on notes due from equity investees	—			169			—		—			169
Principal payments on third party notes receivable	—			25			—		—			25
Escrow deposits, net	—			(2,800		)	—		—			(2,800		)
Repayment of intercompany debt	—			(1,103		)	—		1,103			—
Net cash used in investing activities	—			(7,196		)	—		—			(7,196		)
Cash flows from financing activities:
Payments on long-term debt	—			(697		)	—		(15,000		)	(15,697		)
Proceeds from Revolving Credit Facility	—			—			—		20,000			20,000
Extinguishment of long-term debt	—			—			—		(9,297		)	(9,297		)
Proceeds from share award plans	—			—			—		612			612
Repayment of intercompany debt	—			(3,685		)	—		3,685			—
Net cash used in financing activities	—			(4,382		)	—		—			(4,382		)
Effects of exchange rate changes on cash and cash equivalents	—			(2,386		)	—		—			(2,386		)
Net increase (decrease) in cash and cash equivalents	(1,517		)	(5,660		)	1		—			(7,176		)
Cash and cash equivalents, beginning of period	16,481			22,188			2,198		—			40,867
Cash and cash equivalents, end of period	$	14,964		$	16,528		$	2,199	$	—		$	33,691