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

6 Months Ended

Jun. 30, 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 June 30, 2017



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	27,441		$	—		$	1,437		$	—		$	28,878
Receivables:
Trade, net of allowance for doubtful accounts of $1,249	—			27,553			5,271			—			32,824
Tax receivable	9			7			2,984			—			3,000
Other	—			2,213			959			—			3,172
Inventories, net	—			24,019			277			—			24,296
Prepaid expenses	516			1,809			193			—			2,518
Escrow deposits	—			—			—			—			—
Total current assets	27,966			55,601			11,121			—			94,688
Property and equipment	—			1,147,968			16,080			—			1,164,048
Accumulated depreciation	—			(351,829		)	(2,001		)	—			(353,830		)
Property and equipment, net	—			796,139			14,079			—			810,218
Equity investments and advances	—			29,852			—			—			29,852
Investments in consolidated subsidiaries	172,974			—			—			(172,974		)	—
Intangible assets	—			—			1,129			—			1,129
Deferred taxes	15,445			—			—			(15,445		)	—
Intercompany receivables	444,558			—			—			(444,558		)	—
Other assets	1,415			4,116			62			—			5,593
Total assets	$	662,358		$	885,708		$	26,391		$	(632,977	)	$	941,480
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	174		$	10,347		$	2,363		$	—		$	12,884
Accrued wages and benefits	—			6,905			1,803			—			8,708
Accrued interest	527			—			—			—			527
Accrued income taxes	—			259			32			—			291
Accrued other taxes	9			631			505			—			1,145
Accrued contingencies	—			—			1,334			—			1,334
Current portion of long-term debt	—			1,523			638			—			2,161
Other current liabilities	684			1,492			414			—			2,590
Total current liabilities	1,394			21,157			7,089			—			29,640
Long-term debt	198,005			20,811			2,538			—			221,354
Deferred income taxes	—			237,289			880			(15,445		)	222,724
Intercompany payables	—			404,139			40,419			(444,558		)	—
Other liabilities	—			944			—			—			944
Total liabilities	199,399			684,340			50,926			(460,003		)	474,662
Redeemable noncontrolling interest	—			4			3,765			—			3,769
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	441,595			100,306			4,562			(104,868		)	441,595
Retained earnings	24,117			100,968			(32,862		)	(68,106		)	24,117
Treasury shares, at cost, 179,730 shares	(2,968		)	—			—			—			(2,968		)
Accumulated other comprehensive income, net of tax	—			90			—			—			90
Total equity	462,959			201,364			(28,300		)	(172,974		)	463,049
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	662,358		$	885,708		$	26,391		$	(632,977	)	$	941,480

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, 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 Three Months Ended June 30, 2017



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Operating revenues	$	—		$	51,598		$	14,003		$	(7,723	)	$	57,878
Costs and expenses:
Operating	—			33,178			15,880			(7,723		)	41,335
Administrative and general	1,110			7,304			1,488			—			9,902
Depreciation	—			11,727			251			—			11,978
Total costs and expenses	1,110			52,209			17,619			(7,723		)	63,215
Gains on asset dispositions, net	—			5,061			—			—			5,061
Operating income (loss)	(1,110		)	4,450			(3,616		)	—			(276		)
Other income (expense):
Interest income	28			107			50			—			185
Interest expense	(3,721		)	(159		)	(54		)	—			(3,934		)
Foreign currency gains (losses), net	129			160			(425		)	—			(136		)
Other, net	—			1			(9		)	—			(8		)
Total other income (expense)	(3,564		)	109			(438		)	—			(3,893		)
Income (loss) before income taxes and equity earnings	(4,674		)	4,559			(4,054		)	—			(4,169		)
Income tax expense (benefit)	(1,307		)	10			571			—			(726		)
Income (loss) before equity earnings	(3,367		)	4,549			(4,625		)	—			(3,443		)
Equity earnings, net of tax	—			371			—			—			371
Equity in earnings (losses) of subsidiaries	580			—			—			(580		)	—
Net income (loss)	(2,787		)	4,920			(4,625		)	(580		)	(3,072		)
Net loss attributable to noncontrolling interest in subsidiary	—			—			285			—			285
Net income (loss) attributable to Era Group Inc.	$	(2,787	)	$	4,920		$	(4,340	)	$	(580	)	$	(2,787	)

Supplemental Condensed Consolidating Statements of Operations for the Three Months Ended June 30, 2016



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Operating revenues	$	—		$	57,392		$	17,788		$	(11,829	)	$	63,351
Costs and expenses:
Operating	—			38,760			20,465			(11,829		)	47,396
Administrative and general	871			6,875			394			—			8,140
Depreciation	—			12,414			277			—			12,691
Total costs and expenses	871			58,049			21,136			(11,829		)	68,227
Gains on asset dispositions, net	—			1,367			—			—			1,367
Operating income	(871		)	710			(3,348		)	—			(3,509		)
Other income (expense):
Interest income	9			119			275			—			403
Interest expense	(3,841		)	(136		)	(153		)	—			(4,130		)
Foreign currency gains (losses), net	(52		)	(110		)	491			—			329
Gain on debt extinguishment	518			—			—			—			518
Other, net	—			1			45			—			46
Total other income (expense)	(3,366		)	(126		)	658			—			(2,834		)
Income (loss) before income taxes and equity earnings	(4,237		)	584			(2,690		)	—			(6,343		)
Income tax benefit	(490		)	(742		)	—			—			(1,232		)
Income (loss) before equity earnings	(3,747		)	1,326			(2,690		)	—			(5,111		)
Equity losses, net of tax	—			601			—			—			601
Equity in earnings (losses) of subsidiaries	5,685			—			—			(5,685		)	—
Net income (loss)	1,938			1,927			(2,690		)	(5,685		)	(4,510		)
Net loss attributable to noncontrolling interest in subsidiary	—			6,349			99			—			6,448
Net income (loss) attributable to Era Group Inc.	$	1,938		$	8,276		$	(2,591	)	$	(5,685	)	$	1,938

Supplemental Condensed Consolidating Statements of Operations for the Six Months Ended June 30, 2017



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Operating revenues	$	—		$	99,631		$	29,403		$	(16,629	)	$	112,405
Costs and expenses:
Operating	—			62,291			33,430			(16,629		)	79,092
Administrative and general	2,975			14,342			2,966			—			20,283
Depreciation	—			23,047			485			—			23,532
Total costs and expenses	2,975			99,680			36,881			(16,629		)	122,907
Gains on asset dispositions, net	—			5,170			—			—			5,170
Operating income (loss)	(2,975		)	5,121			(7,478		)	—			(5,332		)
Other income (expense):
Interest income	49			218			168			—			435
Interest expense	(6,962		)	(457		)	(104		)	—			(7,523		)
Foreign currency gains (losses), net	154			168			(430		)	—			(108		)
Other, net	—			1			3			—			4
Total other income (expense)	(6,759		)	(70		)	(363		)	—			(7,192		)
Income (loss) before income taxes and equity earnings	(9,734		)	5,051			(7,841		)	—			(12,524		)
Income tax expense (benefit)	(3,183		)	(6		)	360			—			(2,829		)
Income (loss) before equity earnings	(6,551		)	5,057			(8,201		)	—			(9,695		)
Equity earnings, net of tax	—			836			—			—			836
Equity in earnings (losses) of subsidiaries	(1,856		)	—			—			1,856			—
Net income (loss)	(8,407		)	5,893			(8,201		)	1,856			(8,859		)
Net loss attributable to noncontrolling interest in subsidiary	—			—			452			—			452
Net income (loss) attributable to Era Group Inc.	$	(8,407	)	$	5,893		$	(7,749	)	$	1,856		$	(8,407	)

Supplemental Condensed Consolidating Statements of Operations for the Six Months Ended June 30, 2016



	Parent			Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Operating revenues	$	—		$	116,477		$	31,883		$	(22,427	)	$	125,933
Costs and expenses:
Operating	—			75,368			38,762			(22,427		)	91,703
Administrative and general	1,919			13,959			1,489			—			17,367
Depreciation	—			24,900			557			—			25,457
Total costs and expenses	1,919			114,227			40,808			(22,427		)	134,527
Gains on asset dispositions, net	—			4,280			—			—			4,280
Operating income	(1,919		)	6,530			(8,925		)	—			(4,314		)
Other income (expense):
Interest income	13			242			449			—			704
Interest expense	(8,184		)	(284		)	(410		)	—			(8,878		)
Foreign currency gains (losses), net	17			(224		)	817			—			610
Gain on debt extinguishment	518			—			—			—			518
Other, net	—			1			28			—			29
Total other income (expense)	(7,636		)	(265		)	884			—			(7,017		)
Income (loss) before income taxes and equity earnings	(9,555		)	6,265			(8,041		)	—			(11,331		)
Income tax benefit	(1,719		)	(527		)	—			—			(2,246		)
Income (loss) before equity earnings	(7,836		)	6,792			(8,041		)	—			(9,085		)
Equity losses, net of tax	—			625			—			—			625
Equity in earnings (losses) of subsidiaries	5,956			—			—			(5,956		)	—
Net income (loss)	(1,880		)	7,417			(8,041		)	(5,956		)	(8,460		)
Net loss attributable to noncontrolling interest in subsidiary	—			6,349			231			—			6,580
Net income (loss) attributable to Era Group Inc.	$	(1,880	)	$	13,766		$	(7,810	)	$	(5,956	)	$	(1,880	)

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended June 30, 2017



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(2,787	)	$	4,920	$	(4,625	)	$	(580	)	$	(3,072	)
Other comprehensive income (loss):
Foreign currency translation adjustments	—			—		—			—			—
Income tax benefit	—			—		—			—			—
Total other comprehensive income (loss)	—			—		—			—			—
Comprehensive income (loss)	(2,787		)	4,920		(4,625		)	(580		)	(3,072		)
Comprehensive loss attributable to noncontrolling interest in subsidiary	—			—		285			—			285
Comprehensive income (loss) attributable to Era Group Inc.	$	(2,787	)	$	4,920	$	(4,340	)	$	(580	)	$	(2,787	)

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended June 30, 2016



	Parent		Guarantors		Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	1,938	$	1,927	$	(2,690	)	$	(5,685	)	$	(4,510	)
Other comprehensive loss:
Foreign currency translation adjustments	—		—		—			—			—
Income tax benefit	—		—		—			—			—
Total other comprehensive loss	—		—		—			—			—
Comprehensive income (loss)	1,938		1,927		(2,690		)	(5,685		)	(4,510		)
Comprehensive income attributable to noncontrolling interest in subsidiary	—		6,349		99			—			6,448
Comprehensive income (loss) attributable to Era Group Inc.	$	1,938	$	8,276	$	(2,591	)	$	(5,685	)	$	1,938

plemental Condensed Consolidating Statements of Comprehensive Income for the Six Months Ended June 30, 2017



	Parent			Guarantors			Non-guarantors			Eliminations		Consolidated
	(in thousands)
Net income (loss)	$	(8,407	)	$	5,893		$	(8,201	)	$	1,856	$	(8,859	)
Other comprehensive loss:
Foreign currency translation adjustments	—			(2		)	—			—		(2		)
Income tax benefit	—			—			—			—		—
Total other comprehensive loss	—			(2		)	—			—		(2		)
Comprehensive income (loss)	(8,407		)	5,891			(8,201		)	1,856		(8,861		)
Comprehensive loss attributable to noncontrolling interest in subsidiary	—			—			452			—		452
Comprehensive income (loss) attributable to Era Group Inc.	$	(8,407	)	$	5,891		$	(7,749	)	$	1,856	$	(8,409	)

Supplemental Condensed Consolidating Statements of Comprehensive Income for the Six Months Ended June 30, 2016



	Parent			Guarantors		Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(1,880	)	$	7,417	$	(8,041	)	$	(5,956	)	$	(8,460	)
Other comprehensive loss:
Foreign currency translation adjustments	—			—		—			—			—
Income tax benefit	—			—		—			—			—
Total other comprehensive loss	—			—		—			—			—
Comprehensive income (loss)	(1,880		)	7,417		(8,041		)	(5,956		)	(8,460		)
Comprehensive loss attributable to noncontrolling interest in subsidiary	—			6,349		231			—			6,580
Comprehensive income (loss) attributable to Era Group Inc.	$	(1,880	)	$	13,766	$	(7,810	)	$	(5,956	)	$	(1,880	)

Supplemental Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2017



	Parent		Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	1,967	$	11,086		$	321		$	—		$	13,374
Cash flows from investing activities:
Purchases of property and equipment	—		(12,490		)	(34		)	—			(12,524		)
Proceeds from disposition of property and equipment	—		5,689			—			—			5,689
Investments in and advances to equity method investees	—		(126		)	—			—			(126		)
Principal payments on notes due from equity investees	—		375			—			—			375
Principal payments on third party notes receivable	—		94			—			—			94
Escrow deposits on like-kind exchanges, net	—		3,777			—			—			3,777
Net cash provided by (used in) investing activities	—		(2,681		)	(34		)	—			(2,715		)
Cash flows from financing activities:
Payments on long-term debt	—		(832		)	(330		)	(17,000		)	(18,162		)
Proceeds from Revolving Credit Facility	—		—			—			9,000			9,000
Proceeds from share award plans	—		—			—			463			463
Purchase of treasury shares	—		—			—			(51		)	(51		)
Borrowings and repayments of intercompany debt	—		(7,588		)	—			7,588			—
Net cash used in financing activities	—		(8,420		)	(330		)	—			(8,750		)
Effects of exchange rate changes on cash and cash equivalents	—		15			4			—			19
Net increase (decrease) in cash and cash equivalents	1,967		—			(39		)	—			1,928
Cash and cash equivalents, beginning of period	25,474		—			1,476			—			26,950
Cash and cash equivalents, end of period	$	27,441	$	—		$	1,437		$	—		$	28,878

Supplemental Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2016



	Parent		Guarantors			Non-guarantors			Eliminations			Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	28,465	$	1,126		$	(1,030	)	$	—		$	28,561
Cash flows from investing activities:
Purchases of property and equipment	—		(4,974		)	(132		)	—			(5,106		)
Proceeds from disposition of property and equipment	—		5,910			—			—			5,910
Return of helicopter deposit	—		544			—			—			544
Principal payments on notes due from equity investees	—		357			—			—			357
Principal payments on third party notes receivable	—		136			—			—			136
Net cash used in investing activities	—		1,973			(132		)	—			1,841
Cash flows from financing activities:
Payments on long-term debt	—		(970		)	(1,123		)	(7,000		)	(9,093		)
Proceeds from Revolving Credit Facility	—		—			—			7,000			7,000
Extinguishment of long-term debt	—		—			—			(4,331		)	(4,331		)
Proceeds from share award plans	—		—			—			477			477
Purchase of treasury shares	—		—			—			(161		)	(161		)
Borrowings and repayments of intercompany debt	—		(4,015		)	—			4,015			—
Net cash used in financing activities	—		(4,985		)	(1,123		)	—			(6,108		)
Effects of exchange rate changes on cash and cash equivalents	—		320			176			—			496
Net increase (decrease) in cash and cash equivalents	28,465		(1,566		)	(2,109		)	—			24,790
Cash and cash equivalents, beginning of period	7,565		3,334			3,471			—			14,370
Cash and cash equivalents, end of period	$	36,030	$	1,768		$	1,362		$	—		$	39,160