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, 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 |