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, 2016 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands, except share data) ASSETS Current assets: Cash and cash equivalents $ 28,692 $ 1,602 $ 1,850 $ — $ 32,144 Receivables: Trade, net of allowance for doubtful accounts of $1,214 39 27,871 6,390 — 34,300 Other — 5,362 1,128 — 6,490 Inventories, net — 26,352 263 — 26,615 Prepaid expenses 439 1,231 129 — 1,799 Other current assets 190 — — — 190 Total current assets 29,360 62,418 9,760 — 101,538 Property and equipment — 1,159,147 15,984 — 1,175,131 Accumulated depreciation — (345,877 ) (1,236 ) — (347,113 ) Property and equipment, net — 813,270 14,748 — 828,018 Equity investments and advances — 29,595 — — 29,595 Investments in consolidated subsidiaries 181,394 — — (181,394 ) — Intangible assets — — 1,141 — 1,141 Deferred taxes 5,771 — — (5,771 ) — Intercompany receivables 469,301 — — (469,301 ) — Other assets 1,659 5,308 4,210 — 11,177 Total assets $ 687,485 $ 910,591 $ 29,859 $ (656,466 ) $ 971,469 LIABILITIES, REDEEMABLE NONCONTROLLING INTREST AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 139 $ 7,207 $ 1,786 $ — $ 9,132 Accrued wages and benefits — 6,583 2,494 — 9,077 Accrued interest 3,363 — — — 3,363 Accrued income taxes — 536 14 — 550 Accrued other taxes 30 1,109 1,172 — 2,311 Accrued contingencies — — 1,543 — 1,543 Current portion of long-term debt — 1,524 15 — 1,539 Other current liabilities 647 1,789 34 — 2,470 Total current liabilities 4,179 18,748 7,058 — 29,985 Long-term debt 210,597 22,058 — — 232,655 Deferred income taxes — 232,510 678 (5,771 ) 227,417 Intercompany payables — 436,996 32,305 (469,301 ) — Other liabilities — 1,246 3,034 — 4,280 Total liabilities 214,776 711,558 43,075 (475,072 ) 494,337 Redeemable noncontrolling interest — 4 4,327 — 4,331 Equity: Common stock, $0.01 par value, 60,000,000 shares authorized; 20,940,372 outstanding, exclusive of treasury shares 211 — — — 211 Additional paid-in capital 437,291 100,306 4,562 (104,868 ) 437,291 Retained earnings 38,062 98,631 (22,105 ) (76,526 ) 38,062 Treasury shares, at cost, 171,614 shares (2,855 ) — — — (2,855 ) Accumulated other comprehensive income, net of tax — 92 — — 92 Total equity 472,709 199,029 (17,543 ) (181,394 ) 472,801 Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 687,485 $ 910,591 $ 29,859 $ (656,466 ) $ 971,469 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 September 30, 2016 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Operating revenues $ — $ 59,130 $ 15,786 $ (9,910 ) $ 65,006 Costs and expenses: Operating — 31,759 18,522 (9,910 ) 40,371 Administrative and general 738 7,274 1,492 — 9,504 Depreciation — 12,244 275 — 12,519 Total costs and expenses 738 51,277 20,289 (9,910 ) 62,394 Gains on asset dispositions, net — 2 (248 ) — (246 ) Operating income (loss) (738 ) 7,855 (4,751 ) — 2,366 Other income (expense): Interest income 24 116 326 — 466 Interest expense (3,581 ) (387 ) (35 ) — (4,003 ) Foreign currency gains (losses), net 28 82 (143 ) — (33 ) Other, net — 1 33 — 34 Total other income (expense) (3,529 ) (188 ) 181 — (3,536 ) Income (loss) before income taxes and equity earnings (4,267 ) 7,667 (4,570 ) — (1,170 ) Income tax expense (benefit) (604 ) 673 — — 69 Income (loss) before equity earnings (3,663 ) 6,994 (4,570 ) — (1,239 ) Equity earnings, net of tax — 437 — — 437 Equity in earnings (losses) of subsidiaries 3,103 — — (3,103 ) — Net income (loss) (560 ) 7,431 (4,570 ) (3,103 ) (802 ) Net loss attributable to noncontrolling interest in subsidiary — — 242 — 242 Net income (loss) attributable to Era Group Inc. $ (560 ) $ 7,431 $ (4,328 ) $ (3,103 ) $ (560 ) 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 (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 ) — — Derivative losses, net — 8 — — 8 Foreign currency gains (losses), net 4 75 67 — 146 Gain on debt extinguishment (16 ) — — — (16 ) 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 noncontrolling 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 Comprehensive Income for the Three Months Ended September 30, 2016 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net income (loss) $ (560 ) $ 7,431 $ (4,570 ) $ (3,103 ) $ (802 ) Other comprehensive income (loss): Foreign currency translation adjustments — — — — — Income tax benefit — — — — — Total other comprehensive income (loss) — — — — — Comprehensive income (loss) (560 ) 7,431 (4,570 ) (3,103 ) (802 ) Comprehensive loss attributable to noncontrolling interest in subsidiary — — 242 — 242 Comprehensive income (loss) attributable to Era Group Inc. $ (560 ) $ 7,431 $ (4,328 ) $ (3,103 ) $ (560 ) 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 loss: Foreign currency translation adjustments — (1 ) 137 — 136 Income tax benefit — — — — — Total other comprehensive loss — (1 ) 137 — 136 Comprehensive income (loss) 861 2,950 (172 ) (2,850 ) 789 Comprehensive income attributable to noncontrolling 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 Cash Flows for the Nine Months Ended September 30, 2016 Parent Guarantors Non-guarantors Eliminations Consolidated (in thousands) Net cash provided by (used in) operating activities $ 21,127 $ 26,296 $ (940 ) $ — $ 46,483 Cash flows from investing activities: Purchases of property and equipment — (10,537 ) (175 ) — (10,712 ) Proceeds from disposition of property and equipment — 5,910 228 — 6,138 Return of helicopter deposit — 544 — — 544 Principal payments on notes due from equity investees — 539 — — 539 Principal payments on third party notes receivable — 212 — — 212 Net cash provided by (used in) investing activities — (3,332 ) 53 — (3,279 ) Cash flows from financing activities: Payments on long-term debt — (1,386 ) (1,152 ) (27,000 ) (29,538 ) Proceeds from Revolving Credit Facility — — — 7,000 7,000 Extinguishment of long-term debt — — — (4,331 ) (4,331 ) Proceeds from share award plans — — — 836 836 Purchase of treasury shares — — — (161 ) (161 ) Borrowings and repayments of intercompany debt — (23,656 ) — 23,656 — Net cash used in financing activities — (25,042 ) (1,152 ) — (26,194 ) Effects of exchange rate changes on cash and cash equivalents — 346 418 — 764 Net increase (decrease) in cash and cash equivalents 21,127 (1,732 ) (1,621 ) — 17,774 Cash and cash equivalents, beginning of period 7,565 3,334 3,471 — 14,370 Cash and cash equivalents, end of period $ 28,692 $ 1,602 $ 1,850 $ — $ 32,144 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 — (150 ) — (190 ) (340 ) Escrow deposits on like-kind exchanges, net — (1,857 ) — — (1,857 ) Borrowings and repayments 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 ) Borrowings and repayments 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 |