GUARANTORS OF SECURITIES | GUARANTORS OF SECURITIES 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 September 30, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands, except share data) ASSETS Current assets: Cash and cash equivalents $ 10,877 $ — $ 2,931 $ — $ 13,808 Receivables: Trade, net of allowance for doubtful accounts of $1,999 40 39,364 94 — 39,498 Other — 2,460 43 10 2,513 Inventories, net — 24,735 197 — 24,932 Deferred income taxes 4,134 — — (1,858 ) 2,276 Prepaid expenses and other 607 2,326 122 — 3,055 Escrow deposits 190 2,107 — — 2,297 Total current assets 15,848 70,992 3,387 (1,848 ) 88,379 Property and equipment — 1,150,020 25,673 — 1,175,693 Accumulated depreciation — (308,103 ) (2,967 ) — (311,070 ) Net property and equipment — 841,917 22,706 — 864,623 Equity investments and advances — 30,256 — — 30,256 Investments in consolidated subsidiaries 198,957 — — (198,957 ) — Goodwill — 352 1,237 — 1,589 Intangible assets — — 1,411 — 1,411 Intercompany receivables 501,929 — 1,199 (503,128 ) — Other assets 5,704 6,818 — — 12,522 Total assets $ 722,438 $ 950,335 $ 29,940 $ (703,933 ) $ 998,780 LIABILITIES, REDEEMABLE NONCONTROLLING INTREST AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 449 $ 10,895 $ 693 $ — $ 12,037 Accrued wages and benefits — 7,828 33 — 7,861 Accrued interest 3,977 15 — — 3,992 Current portion of long-term debt — 25,335 — — 25,335 Derivative instruments — 71 — — 71 Accrued income taxes — 7,404 1 10 7,415 Other current liabilities 960 3,767 8 — 4,735 Total current liabilities 5,386 55,315 735 10 61,446 Long-term debt 242,754 — 119 — 242,873 Deferred income taxes — 215,038 818 (1,858 ) 213,998 Intercompany payables — 481,130 21,998 (503,128 ) — Other liabilities — 1,956 — — 1,956 Total liabilities 248,140 753,439 23,670 (504,976 ) 520,273 Redeemable noncontrolling interest — — 4,783 — 4,783 Equity: Era Group Inc. stockholders’ equity: Common stock, $0.01 par value, 60,000,000 shares authorized; 20,499,050 outstanding, exclusive of treasury shares 207 — — — 207 Additional paid-in capital 432,774 99,812 5,056 (104,868 ) 432,774 Retained earnings 43,949 97,658 (3,569 ) (94,089 ) 43,949 Treasury shares, at cost, 151,193 shares (2,632 ) — — — (2,632 ) Accumulated other comprehensive income, net of tax — 92 — — 92 Total Era Group Inc. stockholders’ equity 474,298 197,562 1,487 (198,957 ) 474,390 Noncontrolling interest in subsidiary — (666 ) — — (666 ) Total equity 474,298 196,896 1,487 (198,957 ) 473,724 Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 722,438 $ 950,335 $ 29,940 $ (703,933 ) $ 998,780 Supplemental Condensed Consolidating Balance Sheet as of December 31, 2014 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands, except share data) ASSETS Current assets: Cash and cash equivalents $ 16,481 $ 22,188 $ 2,198 $ — $ 40,867 Receivables: Trade, net of allowance for doubtful accounts of $1,955 39 33,351 — — 33,390 Other, net of allowance for doubtful accounts of $437 65 1,997 — — 2,062 Inventories, net — 26,869 — — 26,869 Deferred income taxes 4,083 — — (2,087 ) 1,996 Prepaid expenses and other 424 2,237 — — 2,661 Total current assets 21,092 86,642 2,198 (2,087 ) 107,845 Property and equipment — 1,161,330 9,937 — 1,171,267 Accumulated depreciation — (306,010 ) (2,131 ) — (308,141 ) Net property and equipment — 855,320 7,806 — 863,126 Equity investments and advances — 31,753 — — 31,753 Investments in consolidated subsidiaries 182,294 — — (182,294 ) — Goodwill — 352 — — 352 Intercompany receivables 616,932 12,258 1,395 (630,585 ) — Other assets 6,914 7,184 — — 14,098 Total assets $ 827,232 $ 993,509 $ 11,399 $ (814,966 ) $ 1,017,174 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 299 $ 14,817 $ 4 $ — $ 15,120 Accrued wages and benefits — 7,521 — — 7,521 Accrued interest 930 19 — — 949 Current portion of long-term debt — 27,426 — — 27,426 Derivative instruments 784 325 — — 1,109 Accrued income taxes — 267 — — 267 Other current liabilities 556 2,606 — — 3,162 Total current liabilities 2,569 52,981 4 — 55,554 Long-term debt 282,118 — — — 282,118 Deferred income taxes — 219,114 — (2,087 ) 217,027 Intercompany payables 81,986 536,341 12,258 (630,585 ) — Other liabilities — 2,111 — — 2,111 Total liabilities 366,673 810,547 12,262 (632,672 ) 556,810 Equity: Era Group Inc. stockholders’ equity: Common stock, $0.01 par value, 60,000,000 shares authorized; 20,371,672 outstanding, exclusive of treasury shares 204 — — — 204 Additional paid-in capital 429,109 99,845 496 (100,341 ) 429,109 Retained earnings 31,797 83,312 (1,359 ) (81,953 ) 31,797 Treasury shares, at cost, 18,609 shares (551 ) — — — (551 ) Accumulated other comprehensive income, net of tax — 95 — — 95 Total Era Group Inc. stockholders’ equity 460,559 183,252 (863 ) (182,294 ) 460,654 Noncontrolling interest in subsidiary — (290 ) — — (290 ) Total equity 460,559 182,962 (863 ) (182,294 ) 460,364 Total liabilities and stockholders’ equity $ 827,232 $ 993,509 $ 11,399 $ (814,966 ) $ 1,017,174 Supplemental Condensed Consolidating Statements of Operations for the Three Months Ended September 30, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Operating revenues $ — $ 69,491 $ 655 $ (405 ) $ 69,741 Costs and expenses: Operating — 42,812 600 (405 ) 43,007 Administrative and general 1,773 9,329 136 — 11,238 Depreciation — 11,674 512 — 12,186 Total costs and expenses 1,773 63,815 1,248 (405 ) 66,431 Gains on asset dispositions, net — 1,813 — — 1,813 Operating income (loss) (1,773 ) 7,489 (593 ) — 5,123 Other income (expense): Interest income 4 228 — — 232 Interest expense (2,801 ) (298 ) (22 ) — (3,121 ) Intercompany interest income (expense) — 165 (165 ) — — Gain on debt extinguishment (16 ) — — — (16 ) Derivative losses, net — 8 — — 8 Foreign currency gains, net 4 75 67 — 146 Total other income (expense) (2,809 ) 178 (120 ) — (2,751 ) Income (loss) before income taxes and equity earnings (4,582 ) 7,667 (713 ) — 2,372 Income tax expense (benefit) (2,593 ) 4,340 (404 ) — 1,343 Income (loss) before equity earnings (1,989 ) 3,327 (309 ) — 1,029 Equity losses, net of tax — (376 ) — — (376 ) Equity in earnings (losses) of subsidiaries 2,850 — — (2,850 ) — Net income (loss) 861 2,951 (309 ) (2,850 ) 653 Net loss attributable to non-controlling interest in subsidiary — 49 159 — 208 Net income (loss) attributable to Era Group Inc. $ 861 $ 3,000 $ (150 ) $ (2,850 ) $ 861 Supplemental Condensed Consolidating Statements of Operations for the Three Months Ended September 30, 2014 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Operating revenues $ — $ 90,120 $ 527 $ (137 ) $ 90,510 Costs and expenses: Operating — 54,289 58 (65 ) 54,282 Administrative and general 2,047 10,966 — (72 ) 12,941 Depreciation — 11,601 145 — 11,746 Total costs and expenses 2,047 76,856 203 (137 ) 78,969 Gains on asset dispositions, net — 42 — — 42 Operating income (2,047 ) 13,306 324 — 11,583 Other income (expense): Interest income 18 111 1 — 130 Interest expense (3,444 ) (185 ) — — (3,629 ) Derivative losses, net (1,605 ) (98 ) — — (1,703 ) Foreign currency losses, net (188 ) (297 ) — — (485 ) Other, net (2 ) (1 ) — — (3 ) Total other income (expense) (5,221 ) (470 ) 1 — (5,690 ) Income (loss) before income taxes and equity earnings (7,268 ) 12,836 325 — 5,893 Income tax expense (benefit) (3,540 ) 6,250 158 — 2,868 Income (loss) before equity earnings (3,728 ) 6,586 167 — 3,025 Equity earnings, net of tax — 1,286 — — 1,286 Equity in earnings (losses) of subsidiaries 7,994 — — (7,994 ) — Net income (loss) 4,266 7,872 167 (7,994 ) 4,311 Net income attributable to non-controlling interest in subsidiary — (45 ) — — (45 ) Net income (loss) attributable to Era Group Inc. $ 4,266 $ 7,827 $ 167 $ (7,994 ) $ 4,266 Supplemental Condensed Consolidating Statements of Operations for the Nine Months Ended September 30, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Operating revenues $ — $ 207,550 $ 1,087 $ (743 ) $ 207,894 Costs and expenses: Operating — 125,886 1,253 (743 ) 126,396 Administrative and general 4,889 26,582 289 — 31,760 Depreciation — 34,341 845 — 35,186 Total costs and expenses 4,889 186,809 2,387 (743 ) 193,342 Gains on asset dispositions, net — 7,564 (2,605 ) — 4,959 Operating income (loss) (4,889 ) 28,305 (3,905 ) — 19,511 Other income (expense): Interest income 12 786 2 — 800 Interest expense (8,909 ) (605 ) (33 ) — (9,547 ) Intercompany interest income (expense) — 489 (489 ) — — Gain on debt extinguishment 248 — — — 248 Derivative losses, net — (14 ) — — (14 ) Foreign currency gains (losses), net 620 (2,958 ) 67 — (2,271 ) Gain on sale of FBO 12,946 — — — 12,946 Other, net — — (9 ) — (9 ) Total other income (expense) 4,917 (2,302 ) (462 ) — 2,153 Income (loss) before income taxes and equity earnings 28 26,003 (4,367 ) — 21,664 Income tax expense (benefit) 12 11,314 (1,900 ) — 9,426 Income (loss) before equity earnings 16 14,689 (2,467 ) — 12,238 Equity losses, net of tax — (719 ) — — (719 ) Equity in earnings (losses) of subsidiaries 12,136 — — (12,136 ) — Net income (loss) 12,152 13,970 (2,467 ) (12,136 ) 11,519 Net loss attributable to non-controlling interest in subsidiary — 376 257 — 633 Net income (loss) attributable to Era Group Inc. $ 12,152 $ 14,346 $ (2,210 ) $ (12,136 ) $ 12,152 Supplemental Condensed Consolidating Statements of Operations for the Nine Months Ended September 30, 2014 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Operating revenues $ — $ 256,013 $ 1,034 $ (514 ) $ 256,533 Costs and expenses: Operating — 158,686 212 (297 ) 158,601 Administrative and general 5,496 29,061 — (217 ) 34,340 Depreciation — 34,021 437 — 34,458 Total costs and expenses 5,496 221,768 649 (514 ) 227,399 Gains on asset dispositions, net — 6,072 — — 6,072 Operating income (5,496 ) 40,317 385 — 35,206 Other income (expense): Interest income 63 351 4 — 418 Interest expense (10,617 ) (605 ) — — (11,222 ) Intercompany interest income (expense) — 254 (254 ) — — Derivative losses, net (1,605 ) (139 ) — — (1,744 ) Note receivable impairment (2,457 ) — — — (2,457 ) Foreign currency losses, net 2,257 (2,778 ) — — (521 ) Other, net 10 — — — 10 Total other income (expense) (12,349 ) (2,917 ) (250 ) — (15,516 ) Income (loss) before income taxes and equity earnings (17,845 ) 37,400 135 — 19,690 Income tax expense (benefit) (7,370 ) 15,444 56 — 8,130 Income (loss) before equity earnings (10,475 ) 21,956 79 — 11,560 Equity earnings, net of tax — 2,321 — — 2,321 Equity in earnings (losses) of subsidiaries 24,407 — — (24,407 ) — Net income (loss) 13,932 24,277 79 (24,407 ) 13,881 Net loss attributable to non-controlling interest in subsidiary — 51 — — 51 Net income (loss) attributable to Era Group Inc. $ 13,932 $ 24,328 $ 79 $ (24,407 ) $ 13,932 Supplemental Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended September 30, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ 861 $ 2,951 $ (309 ) $ (2,850 ) $ 653 Other comprehensive income (loss): Foreign currency translation adjustments — (1 ) 137 — 136 Total other comprehensive income (loss) — (1 ) 137 — 136 Comprehensive income (loss) 861 2,950 (172 ) (2,850 ) 789 Comprehensive loss attributable to non-controlling interest in subsidiary — 49 159 — 208 Comprehensive income (loss) attributable to Era Group Inc. $ 861 $ 2,999 $ (13 ) $ (2,850 ) $ 997 Supplemental Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended September 30, 2014 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ 4,266 $ 7,872 $ 167 $ (7,994 ) $ 4,311 Other comprehensive loss: Foreign currency translation adjustments — (65 ) — — (65 ) Income tax benefit — 18 — — 18 Total other comprehensive loss — (47 ) — — (47 ) Comprehensive income (loss) 4,266 7,825 167 (7,994 ) 4,264 Comprehensive income attributable to non-controlling interest in subsidiary — (45 ) — — (45 ) Comprehensive income (loss) attributable to Era Group Inc. $ 4,266 $ 7,780 $ 167 $ (7,994 ) $ 4,219 Supplemental Condensed Consolidating Statements of Comprehensive Income for the Nine Months Ended September 30, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ 12,152 $ 13,970 $ (2,467 ) $ (12,136 ) $ 11,519 Other comprehensive loss: Foreign currency translation adjustments — (4 ) — — (4 ) Income tax benefit — 1 — — 1 Total other comprehensive loss — (3 ) — — (3 ) Comprehensive income (loss) 12,152 13,967 (2,467 ) (12,136 ) 11,516 Comprehensive loss attributable to non-controlling interest in subsidiary — 376 257 — 633 Comprehensive income (loss) attributable to Era Group Inc. $ 12,152 $ 14,343 $ (2,210 ) $ (12,136 ) $ 12,149 Supplemental Condensed Consolidating Statements of Comprehensive Income for the Nine Months Ended September 30, 2014 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ 13,932 $ 24,277 $ 79 $ (24,407 ) $ 13,881 Other comprehensive loss: Foreign currency translation adjustments — (119 ) — — (119 ) Income tax benefit — 42 — — 42 Total other comprehensive loss — (77 ) — — (77 ) Comprehensive income (loss) 13,932 24,200 79 (24,407 ) 13,804 Comprehensive loss attributable to non-controlling interest in subsidiary — 51 — — 51 Comprehensive income (loss) attributable to Era Group Inc. $ 13,932 $ 24,251 $ 79 $ (24,407 ) $ 13,855 Supplemental Condensed Consolidating Statements of Cash Flows for the Nine Months Ended September 30, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net cash provided by (used in) operating activities $ (5,604 ) $ 25,718 $ 15,729 $ — $ 35,843 Cash flows from investing activities: Purchases of property and equipment — (47,257 ) (11,773 ) 11,770 (47,260 ) Proceeds from disposition of property and equipment — 32,401 — (11,770 ) 20,631 Cash settlements on forward contracts, net — — — (1,103 ) (1,103 ) Business acquisitions, net of cash acquired — — (3,165 ) — (3,165 ) Proceeds from sale of FBO — — — 14,252 14,252 Principal payments on notes due from equity investees — 514 — — 514 Principal payments on third party notes receivable — 25 — — 25 Escrow deposits, net — (2,007 ) — (190 ) (2,197 ) Repayment of intercompany debt — 12,959 — (12,959 ) — Net cash used in investing activities — (3,365 ) (14,938 ) — (18,303 ) Cash flows from financing activities: Payments on long-term debt — (2,091 ) (58 ) (50,000 ) (52,149 ) Proceeds from Revolving Credit Facility — — — 35,000 35,000 Extinguishment of long-term debt — — — (24,335 ) (24,335 ) Proceeds from share award plans — — — 1,096 1,096 Purchase of treasury shares — — — (2,069 ) (2,069 ) Tax expense on vested restricted stock — — — (114 ) (114 ) Repayment of intercompany debt — (40,422 ) — 40,422 — Net cash used in financing activities — (42,513 ) (58 ) — (42,571 ) Effects of exchange rate changes on cash and cash equivalents — (2,028 ) — — (2,028 ) Net increase (decrease) in cash and cash equivalents (5,604 ) (22,188 ) 733 — (27,059 ) Cash and cash equivalents, beginning of period 16,481 22,188 2,198 — 40,867 Cash and cash equivalents, end of period $ 10,877 $ — $ 2,931 $ — $ 13,808 Supplemental Condensed Consolidating Statements of Cash Flows for the Nine Months Ended September 30, 2014 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net cash provided by (used in) operating activities $ (2,296 ) $ 63,542 $ 720 $ — $ 61,966 Cash flows from investing activities: Purchases of property and equipment — (63,966 ) — — (63,966 ) Proceeds from disposition of property and equipment — 7,020 — — 7,020 Investments in and advances to equity investees — (125 ) — — (125 ) Proceeds from sale of interest in equity investees — 6,381 — — 6,381 Principal payments on notes due from equity investees — 474 — — 474 Principal payments on third party notes receivable — 424 — — 424 Net cash used in investing activities — (49,792 ) — — (49,792 ) Cash flows from financing activities: Payments on long-term debt — (2,187 ) — — (2,187 ) Revolving Credit Facility issuance costs — — — (2,446 ) (2,446 ) Proceeds from share award plans — — — 1,458 1,458 Repayment of intercompany debt — (988 ) — 988 — Net cash used in financing activities — (3,175 ) — — (3,175 ) Effects of exchange rate changes on cash and cash equivalents — 23 — — 23 Net decrease in cash and cash equivalents (2,296 ) 10,598 720 — 9,022 Cash and cash equivalents, beginning of period 24,635 5,403 1,297 — 31,335 Cash and cash equivalents, end of period $ 22,339 $ 16,001 $ 2,017 $ — $ 40,357 |