GUARANTORS OF SECURITIES |
GUARANTORS OF SECURITIES
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, 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, net of allowance for doubtful accounts |
— |
|
|
33,092 |
|
|
5,872 |
|
|
— |
|
|
38,964 |
|
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 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 $2,103 |
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: |
|
|
|
|
|
|
|
|
|
Era Group Inc. stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,936,636 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, 175,350 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 Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantors |
|
Non-guarantors |
|
Eliminations |
|
Consolidated |
|
(in thousands) |
Operating 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) |
Operating 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 |
) |
Derivative losses, net |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
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 Operations for the Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantors |
|
Non-guarantors |
|
Eliminations |
|
Consolidated |
|
(in thousands) |
Operating revenues |
$ |
— |
|
|
$ |
262,898 |
|
|
$ |
18,952 |
|
|
$ |
(13 |
) |
|
$ |
281,837 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Operating |
— |
|
|
149,702 |
|
|
21,792 |
|
|
(13 |
) |
|
171,481 |
|
Administrative and general |
6,484 |
|
|
33,326 |
|
|
3,002 |
|
|
— |
|
|
42,812 |
|
Depreciation |
— |
|
|
46,722 |
|
|
615 |
|
|
— |
|
|
47,337 |
|
Total costs and expenses |
6,484 |
|
|
229,750 |
|
|
25,409 |
|
|
(13 |
) |
|
261,630 |
|
Gains on asset dispositions, net |
— |
|
|
8,582 |
|
|
(2,629 |
) |
|
— |
|
|
5,953 |
|
Goodwill impairment |
— |
|
|
(352 |
) |
|
(1,514 |
) |
|
— |
|
|
(1,866 |
) |
Operating income (loss) |
(6,484 |
) |
|
41,378 |
|
|
(10,600 |
) |
|
— |
|
|
24,294 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
Interest income |
16 |
|
|
900 |
|
|
275 |
|
|
— |
|
|
1,191 |
|
Interest expense |
(12,479 |
) |
|
(773 |
) |
|
(274 |
) |
|
— |
|
|
(13,526 |
) |
Intercompany interest income (expense) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Foreign currency gains (losses), net |
569 |
|
|
(3,119 |
) |
|
(40 |
) |
|
— |
|
|
(2,590 |
) |
Gain on debt extinguishment |
1,617 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,617 |
|
Gain on sale of FBO |
12,946 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,946 |
|
Other, net |
(3 |
) |
|
63 |
|
|
(15 |
) |
|
— |
|
|
45 |
|
Total other income (expense) |
2,666 |
|
|
(2,947 |
) |
|
(54 |
) |
|
— |
|
|
(335 |
) |
Income (loss) before income taxes and equity earnings |
(3,818 |
) |
|
38,431 |
|
|
(10,654 |
) |
|
— |
|
|
23,959 |
|
Income tax expense (benefit) |
(3,368 |
) |
|
17,625 |
|
|
(140 |
) |
|
— |
|
|
14,117 |
|
Income (loss) before equity earnings |
(450 |
) |
|
20,806 |
|
|
(10,514 |
) |
|
— |
|
|
9,842 |
|
Equity losses, net of tax |
— |
|
|
(1,943 |
) |
|
— |
|
|
— |
|
|
(1,943 |
) |
Equity in earnings (losses) of subsidiaries |
9,155 |
|
|
— |
|
|
— |
|
|
(9,155 |
) |
|
— |
|
Net income (loss) |
8,705 |
|
|
18,863 |
|
|
(10,514 |
) |
|
(9,155 |
) |
|
7,899 |
|
Net loss attributable to non-controlling interest in subsidiary |
— |
|
|
376 |
|
|
430 |
|
|
— |
|
|
806 |
|
Net income (loss) attributable to Era Group Inc. |
$ |
8,705 |
|
|
$ |
19,239 |
|
|
$ |
(10,084 |
) |
|
$ |
(9,155 |
) |
|
$ |
8,705 |
|
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 income (loss): |
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
— |
|
|
18 |
|
|
— |
|
|
— |
|
|
18 |
|
Income tax benefit |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Total other comprehensive income (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 Comprehensive Income for the Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantors |
|
Non-guarantors |
|
Eliminations |
|
Consolidated |
|
(in thousands) |
Net income (loss) |
$ |
8,705 |
|
|
$ |
18,863 |
|
|
$ |
(10,514 |
) |
|
$ |
(9,155 |
) |
|
$ |
7,899 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
— |
|
|
(4 |
) |
|
— |
|
|
— |
|
|
(4 |
) |
Income tax benefit |
— |
|
|
1 |
|
|
— |
|
|
— |
|
|
1 |
|
Total other comprehensive loss |
— |
|
|
(3 |
) |
|
— |
|
|
— |
|
|
(3 |
) |
Comprehensive income (loss) |
8,705 |
|
|
18,860 |
|
|
(10,514 |
) |
|
(9,155 |
) |
|
7,896 |
|
Comprehensive loss attributable to non-controlling interest in subsidiary |
— |
|
|
376 |
|
|
430 |
|
|
— |
|
|
806 |
|
Comprehensive income (loss) attributable to Era Group Inc. |
$ |
8,705 |
|
|
$ |
19,236 |
|
|
$ |
(10,084 |
) |
|
$ |
(9,155 |
) |
|
$ |
8,702 |
|
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 |
— |
|
|
527 |
|
|
— |
|
|
— |
|
|
527 |
|
Net cash used in investing activities |
— |
|
|
(5,877 |
) |
|
(170 |
) |
|
— |
|
|
(6,047 |
) |
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 and cash equivalents |
32 |
|
|
18 |
|
|
31 |
|
|
— |
|
|
81 |
|
Net increase (decrease) in cash and cash equivalents |
(14,674 |
) |
|
— |
|
|
1,307 |
|
|
— |
|
|
(13,367 |
) |
Cash and cash equivalents, beginning of period |
25,474 |
|
|
— |
|
|
1,476 |
|
|
— |
|
|
26,950 |
|
Cash and cash equivalents, end of period |
$ |
10,800 |
|
|
$ |
— |
|
|
$ |
2,783 |
|
|
$ |
— |
|
|
$ |
13,583 |
|
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 |
— |
|
|
(3,848 |
) |
|
— |
|
|
190 |
|
|
(3,658 |
) |
Repayment of intercompany debt |
— |
|
|
190 |
|
|
— |
|
|
(190 |
) |
|
— |
|
Net cash used in investing activities |
— |
|
|
(12,822 |
) |
|
48 |
|
|
— |
|
|
(12,774 |
) |
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 and cash equivalents |
— |
|
|
(406 |
) |
|
242 |
|
|
— |
|
|
(164 |
) |
Net increase (decrease) in cash and cash equivalents |
17,909 |
|
|
(3,334 |
) |
|
(1,995 |
) |
|
— |
|
|
12,580 |
|
Cash and cash equivalents, beginning of period |
7,565 |
|
|
3,334 |
|
|
3,471 |
|
|
— |
|
|
14,370 |
|
Cash and cash equivalents, end of period |
$ |
25,474 |
|
|
$ |
— |
|
|
$ |
1,476 |
|
|
$ |
— |
|
|
$ |
26,950 |
|
Supplemental Condensed Consolidating Statements of Cash Flows for the Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantors |
|
Non-guarantors |
|
Eliminations |
|
Consolidated |
|
(in thousands) |
Net cash provided by operating activities |
$ |
(8,916 |
) |
|
$ |
38,111 |
|
|
$ |
15,261 |
|
|
$ |
— |
|
|
$ |
44,456 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
— |
|
|
(60,046 |
) |
|
(11,774 |
) |
|
11,770 |
|
|
(60,050 |
) |
Proceeds from disposition of property and equipment |
— |
|
|
37,098 |
|
|
— |
|
|
(11,770 |
) |
|
25,328 |
|
Cash settlements on forward contracts, net |
— |
|
|
(1,103 |
) |
|
— |
|
|
— |
|
|
(1,103 |
) |
Business acquisitions, net of cash acquired |
— |
|
|
— |
|
|
(1,747 |
) |
|
— |
|
|
(1,747 |
) |
Investments in and advances to equity investees |
— |
|
|
(36 |
) |
|
— |
|
|
— |
|
|
(36 |
) |
Proceeds from sale of FBO |
— |
|
|
— |
|
|
— |
|
|
14,252 |
|
|
14,252 |
|
Principal payments on notes due from equity investees |
— |
|
|
688 |
|
|
— |
|
|
— |
|
|
688 |
|
Principal payments on third party notes receivable |
— |
|
|
52 |
|
|
— |
|
|
— |
|
|
52 |
|
Escrow deposits, net |
— |
|
|
(1 |
) |
|
— |
|
|
(190 |
) |
|
(191 |
) |
Repayment of intercompany debt |
— |
|
|
14,062 |
|
|
— |
|
|
(14,062 |
) |
|
— |
|
Net cash used in investing activities |
— |
|
|
(9,286 |
) |
|
(13,521 |
) |
|
— |
|
|
(22,807 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds from Revolving Credit Facility |
— |
|
|
— |
|
|
— |
|
|
60,000 |
|
|
60,000 |
|
Long-term debt issuance costs |
— |
|
|
(71 |
) |
|
— |
|
|
— |
|
|
(71 |
) |
Payments on long-term debt |
— |
|
|
(2,458 |
) |
|
(467 |
) |
|
(55,000 |
) |
|
(57,925 |
) |
Extinguishment of long-term debt |
— |
|
|
— |
|
|
— |
|
|
(46,920 |
) |
|
(46,920 |
) |
Proceeds from share awards plans |
— |
|
|
— |
|
|
— |
|
|
1,096 |
|
|
1,096 |
|
Tax expense on vested restricted stock |
— |
|
|
— |
|
|
— |
|
|
(127 |
) |
|
(127 |
) |
Purchase of treasury shares |
— |
|
|
— |
|
|
— |
|
|
(2,079 |
) |
|
(2,079 |
) |
Repayment of intercompany debt |
— |
|
|
(43,030 |
) |
|
— |
|
|
43,030 |
|
|
— |
|
Net cash used in financing activities |
— |
|
|
(45,559 |
) |
|
(467 |
) |
|
— |
|
|
(46,026 |
) |
Effects of exchange rate changes on cash and cash equivalents |
— |
|
|
(2,120 |
) |
|
— |
|
|
— |
|
|
(2,120 |
) |
Net increase (decrease) in cash and cash equivalents |
(8,916 |
) |
|
| |