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 June 30, 2016 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands, except share data) ASSETS Current assets: Cash and cash equivalents $ 36,030 $ 1,768 $ 1,362 $ — $ 39,160 Receivables: Trade, net of allowance for doubtful accounts of $1,036 39 28,906 7,885 — 36,830 Tax receivable 6,000 11 — — 6,011 Other — 2,825 816 — 3,641 Inventories, net — 26,838 926 — 27,764 Prepaid expenses 565 1,858 140 — 2,563 Other current assets 190 1 — — 191 Total current assets 42,824 62,207 11,129 — 116,160 Property and equipment — 1,155,702 16,540 — 1,172,242 Accumulated depreciation — (335,631 ) (1,091 ) — (336,722 ) Property and equipment, net — 820,071 15,449 — 835,520 Equity investments and advances — 29,299 — — 29,299 Investments in consolidated subsidiaries 178,291 — — (178,291 ) — Intangible assets — — 1,148 — 1,148 Deferred taxes 5,876 — — (5,876 ) — Intercompany receivables 474,859 — — (474,859 ) — Other assets 1,828 6,169 4,722 — 12,719 Total assets $ 703,678 $ 917,746 $ 32,448 $ (659,026 ) $ 994,846 LIABILITIES, REDEEMABLE NONCONTROLLING INTREST AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 410 $ 13,793 $ 1,270 $ — $ 15,473 Accrued wages and benefits — 6,906 2,659 — 9,565 Accrued interest 612 — — — 612 Accrued other taxes 30 1,275 1,210 — 2,515 Accrued contingencies — — 1,280 — 1,280 Current portion of long-term debt — 1,524 45 — 1,569 Other current liabilities 468 1,685 31 — 2,184 Total current liabilities 1,520 25,183 6,495 — 33,198 Long-term debt 230,466 22,474 — — 252,940 Deferred income taxes — 233,132 677 (5,876 ) 227,933 Intercompany payables — 444,054 30,805 (474,859 ) — Other liabilities — 1,301 3,117 — 4,418 Total liabilities 231,986 726,144 41,094 (480,735 ) 518,489 Redeemable noncontrolling interest — 4 4,569 — 4,573 Equity: Common stock, $0.01 par value, 60,000,000 shares authorized; 20,879,283 outstanding, exclusive of treasury shares 211 — — — 211 Additional paid-in capital 435,714 100,306 4,562 (104,868 ) 435,714 Retained earnings 38,622 91,200 (17,777 ) (73,423 ) 38,622 Treasury shares, at cost, 171,614 shares (2,855 ) — — — (2,855 ) Accumulated other comprehensive income, net of tax — 92 — — 92 Total equity 471,692 191,598 (13,215 ) (178,291 ) 471,784 Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 703,678 $ 917,746 $ 32,448 $ (659,026 ) $ 994,846 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 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 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 (loss) (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 expense (benefit) (490 ) (742 ) — — (1,232 ) Income (loss) before equity earnings (3,747 ) 1,326 (2,690 ) — (5,111 ) Equity earnings, 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 Three Months Ended June 30, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Operating revenues $ — $ 70,550 $ 431 $ (243 ) $ 70,738 Costs and expenses: Operating — 39,463 564 (243 ) 39,784 Administrative and general 1,742 8,885 152 — 10,779 Depreciation — 11,212 186 — 11,398 Total costs and expenses 1,742 59,560 902 (243 ) 61,961 Gains on asset dispositions, net — 2,363 (2,605 ) — (242 ) Operating income (1,742 ) 13,353 (3,076 ) — 8,535 Other income (expense): Interest income 4 312 1 — 317 Interest expense (2,756 ) (114 ) (11 ) — (2,881 ) Derivative losses, net — (10 ) — — (10 ) Foreign currency gains (losses), net 74 469 — — 543 Gain on sale of FBO 12,946 — — — 12,946 Other, net — — (9 ) — (9 ) Total other income (expense) 10,268 657 (19 ) — 10,906 Income (loss) before income taxes and equity earnings 8,526 14,010 (3,095 ) — 19,441 Income tax expense (benefit) (2,078 ) 10,216 — — 8,138 Income (loss) before equity earnings 10,604 3,794 (3,095 ) — 11,303 Equity losses, net of tax — (198 ) — — (198 ) Equity in earnings (losses) of subsidiaries 729 — — (729 ) — Net income (loss) 11,333 3,596 (3,095 ) (729 ) 11,105 Net loss attributable to noncontrolling interest in subsidiary — 130 98 — 228 Net income (loss) attributable to Era Group Inc. $ 11,333 $ 3,726 $ (2,997 ) $ (729 ) $ 11,333 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 income (loss): Foreign currency translation adjustments — — — — — Income tax benefit — — — — — Total other comprehensive income (loss) — — — — — Comprehensive income (loss) 1,938 1,927 (2,690 ) (5,685 ) (4,510 ) Comprehensive loss 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 Supplemental Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended June 30, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ 11,333 $ 3,596 $ (3,095 ) $ (729 ) $ 11,105 Other comprehensive loss: Foreign currency translation adjustments — — (137 ) — (137 ) Income tax benefit — — — — — Total other comprehensive loss — — (137 ) — (137 ) Comprehensive income (loss) 11,333 3,596 (3,232 ) (729 ) 10,968 Comprehensive income attributable to noncontrolling interest in subsidiary — 130 98 — 228 Comprehensive income (loss) attributable to Era Group Inc. $ 11,333 $ 3,726 $ (3,134 ) $ (729 ) $ 11,196 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 provided by (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 Supplemental Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2015 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net cash provided by (used in) operating activities $ (12,627 ) $ 18,030 $ 15,324 $ — $ 20,727 Cash flows from investing activities: Purchases of property and equipment — (39,663 ) (11,770 ) 11,770 (39,663 ) Proceeds from disposition of property and equipment — 20,154 — (11,770 ) 8,384 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 — 340 — — 340 Principal payments on third party notes receivable — 25 — — 25 Escrow deposits, net — (150 ) — (350 ) (500 ) Escrow deposits on like-kind exchanges, net — (6,174 ) — — (6,174 ) Borrowings and repayments of intercompany debt — (1,453 ) — 1,453 — Net cash used in investing activities — (12,669 ) (14,935 ) — (27,604 ) Cash flows from financing activities: Payments on long-term debt — (1,296 ) (24 ) (30,000 ) (31,320 ) Proceeds from Revolving Credit Facility — — — 25,000 25,000 Extinguishment of long-term debt — — — (9,297 ) (9,297 ) Proceeds from share award plans — — — 612 612 Borrowings and repayments of intercompany debt — (13,685 ) — 13,685 — Net cash used in financing activities — (14,981 ) (24 ) — (15,005 ) Effects of exchange rate changes on cash and cash equivalents — (1,991 ) 8 — (1,983 ) Net increase (decrease) in cash and cash equivalents (12,627 ) (11,611 ) 373 — (23,865 ) Cash and cash equivalents, beginning of period 16,481 22,188 2,198 — 40,867 Cash and cash equivalents, end of period $ 3,854 $ 10,577 $ 2,571 $ — $ 17,002 |